Psc/form Ro - Request For Waiver Of Procedures (Page 2 of 5) in pdf

FORM RO (General Instructions)

11.

The Notice of Rescission Offer and accompanying disclosure materials are to be delivered to the

offeree personally or be sent by certified mail, return receipt requested, to each offeree's last known

address.

ADVISORY

12.

EACH PERSON COM PLETING THIS FORM OR PROVIDING INFORM ATION TO BE INCLUDED

IN THIS FORM SHOULD BE FAMILIAR W ITH THE PENALTIES CONTAINED IN THE ACT, AND

ALL REGULATIONS ADOPTED THEREUNDER FOR M AKING FALSE OR INCOM PLETE

STATEMENTS IN CONNECTION W ITH THE SALE OF A SECURITY OR IN ANY FILING W ITH

THE COMM ISSION.

13.

A RESCISSION OFFER PERFORM ED IN ACCORDANCE W ITH THE TERM S OF SECTION 504

M AY IM PACT UPON THE CIVIL LIABILITY OF THE OFFEROR UNDER SECTIONS 501-503 OF

THE ACT BUT IT DOES NOT NECESSARILY PRECLUDE POSSIBLE ADM INISTRATIVE ACTION

BY THE COM M ISSION. SECURITIES SUBJECT TO A RESCISSION OFFER FOR A VIOLATION

OF SECTION 201 OF THE ACT REM AIN UNREGISTERED.

NOTICE OF RESCISSION OFFER

14.

W here a rescission offer is made by the seller of the securities to the purchaser, the letter advising

of the rescission offer must contain only the information set forth below. W here a rescission offer

is being made by the purchaser to the seller, the letter advising of the rescission offer m ust contain

only the inform ation set forth below except that appropriate modifications should be made in

paragraphs 1 and 2 to conform to the provisions of Section 504(e) of the Act.

In (insert time period), (insert full description and amount of securities) were offered and sold to

residents of the Commonwealth of Pennsylvania. It appears as if the provisions of Section (insert 201, 301

or 401-406) of the Pennsylvania Securities Act of 1972 (1972 Act) relating to ( insert "registration of

securities" for a § 201 violation; "registration of persons selling securities" for a § 301 violation; and

"compliance with anti-fraud provisions" for a § 401-406 violation) may not have been complied with in

connection with the offer or sale of these securities. Accordingly, (insert name of person making this

rescission offer) is offering to repurchase these securities from you for your purchase price for cash plus

6% interest from the date of purchase less any dividends, interest payments or cash distributions paid to

date. The enclosed disclosure materials should be reviewed carefully before deciding whether to accept or

reject the offer to repurchase your securities. This offer remains open for 30 days from the date you receive

this Notice. During such time you may either accept or refuse the offer.

If you no longer own the securities which are the subject of this offer to repurchase, (insert Offeror's

name) offers to pay you, upon acceptance of the offer, an amount in cash equal to the damages, if any,

computed in accordance with Section 501(a) of the 1972 Act as more fully described in the accompanying

disclosure materials.

If you affirmatively REJECT the offer or fail to affirmatively ACCEPT the offer within 30 days in the

manner described in the accompanying disclosure materials, any rights you may have with respect to any

failure to comply with Section (insert 201, 301 or 401) of the 1972 Act will be terminated.

Psc/form Ro - Request For Waiver Of Procedures Page 2