Regulation D, Rule 505 Checklist

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    [RSA 421-B:17, II(r), Atg-Se 703.01, Uniform Limited Offering Exemption (ULOE)] 

    CONDITIONS 

    1.  The offering must comply with Regulation D, Rule 505 of the Securities Act of 1933. 
    2.  A filing must be made with the Bureau at least ten (10) calendar days prior to any sale of security (see below for filing requirements). 
    3.  No commissions, fees or other remuneration may be paid, directly or indirectly, to any person for soliciting any prospective purchase in New Hampshire unless such person is licensed as a broker-dealer, agent of a broker-dealer, or agent of the issuer in New Hampshire. 

    INITIAL FILING REQUIREMENTS 

    The following documents must be submitted to the Bureau: 

    1.  Filing fee of $500, check (certified or otherwise) made payable to the State of New Hampshire. 
    2.  Form D (pages 1-8) 
    3.  Form U-2 
    4.  Form U-2a 
    5.  Investment Package, including all offering circulars, private placement memorandum (PPM), investor questionnaire, subscription agreements, and all other exhibits. 

    The New Hampshire legend, as required by NH RSA 421-B:20,II, must be placed within the first five pages of the Private Placement Memorandum or equivalent document and must read: 

    Neither the fact that a registration statement or an application for a license has been filed under this chapter 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 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 purchase, customer, or client any representation inconsistent with the provisions of this paragraph. 

    ADDITIONAL FILING REQUIREMENTS AND CONSIDERATIONS 

    1.  The person responsible for distributing the securities on the issuer's behalf must determine whether he/she needs to be licensed or authorized to offer or sell the securities, or exempt therefrom.  See RSA 421-B:2, II and RSA 421-B:6, I.  (See Issuer-Dealerand Agents)