Department Of Corporation Use Only Form (Page 2 of 3) in pdf

(d)

Reasonable provisions regarding the manner of acceptance and tender, including the name and

address of the party to whom acceptance and tender is to be made.

(7)

A statement of the time within which the offer must be accepted, which may not be less than 30 days

after the receipt of the offer.

(8)

A complete statement of Subdivision (b) of Section 25507 and of Sections 25503 and 25504 of the Code.

(9)

A statement indicating that the offeree's right of action, if any, under Sections 25500, 25501 and 25502 of

the Code and under common law, is not necessarily foreclosed by acceptance or rejection of the offer.

(10)

A statement with respect to the Commissioner's authority to impose a legend condition restricting

transferability of the security under Section 25534 of the Code and with respect to any action taken by the

Commissioner pursuant to such section with respect to the security.

(11)

Such information regarding the issuer and the security as is material to the consideration of the offer by

the offerees, including information regarding the issuer's organization and management, its operations

and plan of business, and its financial condition. In general, the information required to be furnished to the

offerees is that which would be furnished for a qualification of a similar offering, considering the nature of

the transaction, the number of investors and their relationship with the issuer. Such information may be

required to be set forth in the form of an offering circular. Financial statements shall be in the form

prescribed by Section 260.613 of these rules.

(12)

If the financial condition of the issuer is such that the acceptance of the offer by some or all of the

offerees will imperil its ability to continue in business, the offer must clearly state the risks undertaken by

investors who elect to reject, or who do not accept, the offer. If the financial condition of the offeror is

such that it may be unable to perform upon the offer in the event of acceptance by all, or a portion of, the

offerees, the offer must clearly state the legal consequences and the investment risks of such failure of

performance as to the issuer and as to the investors. If the offeror has insufficient liquid assets to assure

payment to all parties who may accept the offer, commitments of payment by other persons may be

included, together with a showing of their ability to perform such commitments.

(NOTE: The application must be signed and verified in the following manner.)

The applicant has duly caused this application to be signed on its behalf by the undersigned, thereunto duly

authorized.

__________________________________________

(Applicant)

By ________________________________________

___________________________________________

(Title)

I certify ( or declare ) under penalty of perjury the laws of the State of California that I have read this application and

the exhibits thereto and know the contents thereof, and that the statements therein are true and correct .

Executed at _______________________________________, on _______________________________, 20_________.

(Place)

(Date)

___________________________________________

(Signature)

Department Of Corporation Use Only Form Page 2

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