Legends For Most PPMs
Legends For Most PPMs
Legends For Most PPMs
For more information on why legends are required and what they mean, see
privateplacementadvisors.com
NASAA LEGEND
Jurisdictional Legends
FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN
STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND
SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A
PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR
SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED
TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUM
HAVE ONLY BEEN REGISTERED IN THE STATE OF CALIFORNIA AND NOT UNDER
ANY OTHER STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).
THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY
THAT A LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE
CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN ANY PARTICULAR
STATE.
53. FOR PERSONS WHO ARE NEITHER NATIONALS, CITIZENS, RESIDENTS NOR
ENTITIES OF THE UNITED STATES: THESE SECURITIES HAVE NOT AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT AND , INSOFAR AS SUCH SECURITIES
ARE OFFERED AND SOLD TO PERSONS WHO ARE NEITHER NATIONALS, CITIZENS,
RESIDENTS NOR ENTITIES OF THE UNITED STATES, THEY MAY NOT BE
TRANSFERRED OR RESOLD DIRECTLY OR INDIRECTLY IN THE UNITED STATES, ITS
TERRITORIES OR POSSESSIONS, RESIDENTS OR ENTITIES NORMALLY RESIDENT
THEREIN (OR TO ANY PERSON ACTING FOR THE ACCOUNT OF ANY SUCH
NATIONAL, CITIZEN, ENTITY OR RESIDENT). FURTHER RESTRICTIONS ON
TRANSFER WILL BE IMPOSED TO PREVENT SUCH SECURITIES FROM BEING HELD
BY UNITED STATES PERSONS.
During the course of the Offering and prior to any sale, each offeree of the Shares and his or
her professional advisor(s), if any, are invited to ask questions concerning the terms and
conditions of the Offering and to obtain any additional information necessary to verify the
accuracy of the information set forth herein. Such information will be provided to the extent
the Company possess such information or can acquire it without unreasonable effort or
expense.
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EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION
WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.
47. NOTICE TO VERMONT RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE STATE OF
VERMONT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL
52. FOR WYOMING RESIDENTS ONLY: ALL WYOMING RESIDENTS WHO SUBSCRIBE
TO PURCHASE SHARES OFFERED BY THE COMPANY MUST SATISFY THE
FOLLOWING MINIMUM FINANCIAL SUITABILITY REQUIREMENTS IN ORDER TO
PURCHASE SHARES:
(2) THE PURCHASE PRICE OF SHARES SUBSCRIBED FOR MAY NOT EXCEED
TWENTY PERCENT (20%) OF THE NET WORTH OF THE SUBSCRIBER; AND
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41. NOTICE TO RHODE ISLAND RESIDENTS ONLY: THESE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE DEPARTMENT OF BUSINESS
REGULATION OF THE STATE OF RHODE ISLAND NOR HAS THE DIRECTOR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
42. NOTICE TO SOUTH CAROLINA RESIDENTS ONLY: THESE SECURITIES ARE BEING
OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH CAROLINA
UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES
COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE
PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR
COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
43. NOTICE TO SOUTH DAKOTA RESIDENTS ONLY: THESE SECURITIES ARE BEING
OFFERED FOR SALE IN THE STATE OF SOUTH DAKOTA PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SOUTH DAKOTA BLUE SKY LAW,
CHAPTER 47-31, WITH THE DIRECTOR OF THE DIVISION OF SECURITIES OF THE
DEPARTMENT OF COMMERCE AND REGULATION OF THE STATE OF SOUTH DAKOTA.
THE EXEMPTION DOES NOT CONSTITUTE A FINDING THAT THIS MEMORANDUM IS
TRUE, COMPLETE, AND NOT MISLEADING, NOR HAS THE DIRECTOR OF THE DIVISION
OF SECURITIES PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, OR
GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
44. NOTICE TO TENNESSEE RESIDENT ONLY: THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE COMMISSIONER OF INSURANCE OF TENNESSEE. SUCH
REGISTRATION DOES NOT CONSTITUTE A RECOMMENDATION OR ENDORSEMENT
OF ANY SECURITY NOR DOES THE COMMISSIONER PASS UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM.
46. NOTICE TO UTAH RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UTAH
SECURITIES ACT. THE SECURITIES CANNOT BE TRANSFERRED OR SOLD EXCEPT IN
TRANSACTIONS WHICH ARE EXEMPT UNDER THE ACT OR PURSUANT TO AN
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ON THE INVESTOR'S OWN EXAMINATION OF THE COMPANY CREATING THE
SECURITIES, AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS
INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.
40. NOTICE TO PUERTO RICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE OFFICE OF THE COMMISSIONER OF FINANCIAL
INSTITUTIONS OF THE COMMONWEALTH OF Puerto Rico NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL
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ATTEMPT TO ARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE A MARKET
IN THE SECURITIES AND TO QUOTE THE SAME IN A PUBLISHED QUOTATION MEDIUM,
HOWEVER, NO SUCH ARRANGEMENTS HAVE BEEN MADE AND THERE IS NO
ASSURANCE THAT ANY BROKERS WILL EVER HAVE SUCH AN INTEREST IN THE
SECURITIES OF THE COMPANY OR THAT THERE WILL EVER BE A MARKET
THEREFORE.
35. NOTICE TO NORTH DAKOTA RESIDENTS ONLY: THESE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF THE
STATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
38. NOTICE TO OREGON RESIDENTS ONLY: THE SECURITIES OFFERED HAVE BEEN
REGISTERED WITH THE CORPORATION COMMISSION OF THE STATE OF OREGON
UNDER PROVISIONS OF OAR 815 DIVISION 36. THE INVESTOR IS ADVISED THAT THE
COMMISSIONER HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION
STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS
NOT REQUIRED TO BE FILED WITH THE COMMISSIONER. THE INVESTOR MUST RELY
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SECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THAT THE ATTORNEY
GENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE BUREAU
OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE
THEREOF, BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND
PUBLIC SAFETY OF THE STATE OF NEVADA. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL. NEVADA ALLOWS THE SALE OF SECURITIES TO 25 OR
FEWER PURCHASERS IN THE STATE WITHOUT REGISTRATION. HOWEVER, CERTAIN
CONDITIONS APPLY, I.E., THERE CAN BE NO GENERAL ADVERTISING OR
SOLICITATION AND COMMISSIONS ARE LIMITED TO LICENSED BROKER-DEALERS.
THIS EXEMPTION IS GENERALLY USED WHERE THE PROSPECTIVE INVESTOR IS
ALREADY KNOWN AND HAS A PRE-EXISTING RELATIONSHIP WITH THE COMPANY.
(SEE NRS 90.530.11.)
30. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A
REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE UNDER THIS
CHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
31. NOTICE TO NEW JERSEY RESIDENTS ONLY: IF YOU ARE A NEW JERSEY
RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES
PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THIS
MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY
GENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
32. NOTICE TO NEW MEXICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE NEW MEXICO
DEPARTMENT OF BANKING NOR HAS THE SECURITIES DIVISION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
33. NOTICE TO NEW YORK RESIDENTS ONLY: THIS DOCUMENT HAS NOT BEEN
REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS
ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS
NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE COMPANY HAS TAKEN NO
STEPS TO CREATE AN AFTER MARKET FOR THE SHARES OFFERED HEREIN AND HAS
MADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE A
MARKET IN THE SHARES. AT SOME TIME IN THE FUTURE, THE COMPANY MAY
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OF THE MICHIGAN SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A
TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.
26. FOR MISSOURI RESIDENTS ONLY: THE SECURITIES OFFERED HEREIN WILL BE
SOLD TO, AND ACQUIRED BY, THE PURCHASER IN A TRANSACTION EXEMPT UNDER
SECTION 4.G OF THE MISSOURI SECURITIES LAW OF 1953, AS AMENDED. THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF
MISSOURI. UNLESS THE SECURITIES ARE SO REGISTERED, THEY MAY NOT BE
OFFERED FOR SALE OR RESOLD IN THE STATE OF MISSOURI, EXCEPT AS A
SECURITY, OR IN A TRANSACTION EXEMPT UNDER SAID ACT.
29. NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFER
TO PURCHASE THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE
SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 49:3-60(b) OF THE NEVADA
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IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED
THEREUNDER.
20. NOTICE TO MAINE RESIDENTS ONLY: IF YOU ARE A MAINE RESIDENT AND YOU
ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS
MEMORANDUM, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING
SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK
SUPERINTENDENT OF THE STATE OF MAIN UNDER SECTION 874-A(3) OF TITLE 32 OF
THE MAINE REVISED STATUTES OF 1964, AS AMENDED, WHICH EXEMPTION RELATES
TO TRANSACTIONS BY AN ISSUER NOT INVOLVING ANY PUBLIC OFFERING WITHIN
THE MEANING OF SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS THEREUNDER, INCLUDING TRANSACTIONS EXEMPT
FROM REGISTRATION UNDER RULE 504 OF THE SECURITIES AND EXCHANGE
COMMISSION OR ANY SUCCESSOR RULE ADOPTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND ANY TRANSACTIONS WHICH CONSTITUTE NON-PUBLIC
OFFERINGS UNDER RULES AND REGULATIONS ADOPTED BY THE BANK
SUPERINTENDED PURSUANT TO SECTION 106, 807 OR 873, SUBSECTION 6 OF SAID
TITLE 32. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS
SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS
PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR
UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS.
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16. NOTICE TO IOWA RESIDENTS ONLY: IOWA RESIDENTS MUST MEET THE
FOLLOWING STANDARDS: (1) YOU MUST HAVE A NET WORTH OF $450,000
(EXCLUSIVE OF HOME, AUTOMOBILES, AND FURNISHINGS), IN CONJUNCTION WITH A
MINIMUM PURCHASE; OR (2) YOU MUST HAVE A NET WORTH OF $1,000,000
(EXCLUSIVE OF HOME, AUTOMOBILES AND FURNISHINGS), OR $12,500 (EXCLUSIVE
OF HOME, AUTOMOBILES AND FURNISHINGS), AND A 50% TAX BRACKET, IN
CONJUNCTION WITH A MINIMUM PURCHASE; OR (3) YOU MUST BE AN "ACCREDITED
INVESTOR" AS DEFINED IN SECTION 203.501(a)(4), (5), (6) OR (7) OF THE FEDERAL
REGULATION D.
7
8. NOTICE TO DELAWARE RESIDENTS ONLY: IF YOU ARE A DELAWARE RESIDENT,
YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING OFFERED IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
DELAWARE SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED
EXCEPT IN A TRANSACTION
10. NOTICE TO FLORIDA RESIDENTS ONLY: THE SHARES DESCRIBED HEREIN HAVE
NOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES AND
INVESTOR PROTECTION UNDER THE FLORIDA SECURITIES ACT. THE SHARES
REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY THE HOLDER IN A
TRANSACTION EXEMPT UNDER SECTION 517.061 OF SAID ACT. THE SHARES HAVE
NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION,
ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT SECTION
517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: "WHEN
SALES ARE MADE TO FIVE OR MORE PERSONS IN [FLORIDA], ANY SALE IN [FLORIDA]
MADE PURSUANT TO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN SUCH
SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS
MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN
ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THE
AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11)
IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON ENTITLED
TO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11)
(A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER
THE TENDER OF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THE
COMPANY (INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ON
BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER) OR AN
ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE
COMPANY AT THE ADDRESS PROVIDED IN THIS CONFIDENTIAL EXECUTIVE
SUMMARY. SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED,
POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF
A PERSON IS SENDING A LETTER, IT IS PRUDENT TO SEND SUCH LETTER BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED
AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSON MAKE THIS
REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST
HAS BEEN RECEIVED.
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DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE ADMINISTRATOR. THE FACT
OF REGISTRATION DOES NOT MEAN THAT THE ADMINISTRATOR HAS PASSED IN ANY
WAY UPON THE MERITS, RECOMMENDED, OR APPROVED THE SECURITIES. ANY
REPRESENTATION TO THE CONTRARY IS A VIOLATION OF 45.55.170. THE INVESTOR
MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE PERSON OR ENTITY
CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE
SECURITIES.
5. FOR CALIFORNIA RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARE
THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFORE PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OF
SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102, OR
25104 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO
THIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH QUALIFICATIONS BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.
5
The following language can be used verbatim in most PPMs. For more information on why legends
are required and what they mean, see regdlaw.com and privateplacementadvisors.com
NASAA LEGEND
Jurisdictional Legends
FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN
STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND
SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A
PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR
SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED
TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUM
HAVE ONLY BEEN REGISTERED IN THE STATE OF CALIFORNIA AND NOT UNDER ANY
OTHER STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS). THESE
SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT
BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF
SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE PRESENCE
OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE
REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER
OF SALE MAY BE MADE IN ANY PARTICULAR STATE.