is held by the issuer.
(c) Any management contract or any compensatory plan, contract or arrangement including, but not
limited to, plans relating to options, warrants or rights, pension, retirement or deferred compensation or bonus,
incentive or profit sharing (or if not set forth in any formal document, a written description) is deemed material
and must be filed except for the following: (i) ordinary purchase and sales agency agreements; (ii) agreements
with managers of stores in a chain organization or similar organization; (iii) contracts providing for labor or
salesperson’s bonuses or payments to a class of securityholders, as such; (iv) any compensatory plan, contract or
arrangement that pursuant to its terms is available to employees generally and that in operation provides for the
same method of allocation of benefits between management and non-management participants.
7. Plan of acquisition, reorganization, arrangement, liquidation, or succession—Any material plan of acqui-
sition, disposition, reorganization, readjustment, succession, liquidation or arrangement and any amendments
thereto described in the offering statement. Schedules (or similar attachments) to these exhibits must not be
filed unless such schedules contain information that is material to an investment decision and that is not other-
wise disclosed in the agreement or the offering statement. The plan filed must contain a list briefly identifying
the contents of all omitted schedules, together with an agreement to furnish supplementally a copy of any omit-
ted schedule to the Commission upon request.
8. Escrow agreements—Any escrow agreement or similar arrangement which has been executed in connection
with the Regulation A offering.
9. Letter re change in certifying accountant—A letter from the issuer’s former independent accountant regard-
ing its concurrence or disagreement with the statements made by the issuer in the current report concerning the
resignation or dismissal as the issuer’s principal accountant.
10. Power of attorney—If any name is signed to the offering statement pursuant to a power of attorney, signed
copies of the power of attorney must be filed. Where the power of attorney is contained elsewhere in the of-
fering statement or documents filed therewith, a reference must be made in the index to the part of the offering
statement or document containing such power of attorney. In addition, if the name of any officer signing on be-
half of the issuer is signed pursuant to a power of attorney, certified copies of a resolution of the issuer’s board
of directors authorizing such signature must also be filed. A power of attorney that is filed with the Commission
must relate to a specific filing or an amendment thereto. A power of attorney that confers general authority may
not be filed with the Commission.
11. Consents—
(a) Experts: The written consent of
(i) any accountant, counsel, engineer, geologist, appraiser or any persons whose profession gives
authority to a statement made by them and who is named in the offering statement as having prepared or certi-
fied any part of the document or is named as having prepared or certified a report or evaluation whether or not
for use in connection with the offering statement;
(ii) the expert that authored any portion of a report quoted or summarized as such in the offering
statement, expressly stating their consent to the use of such quotation or summary;
(iii) any persons who are referenced as having reviewed or passed upon any information in the
offering statement, and that such information is being included on the basis of their authority or in reliance upon
their status as experts.
(b) All written consents must be dated and signed.
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