14 LAWS OF MARYLAND [CH. 1

(8) the kind and amount of securities to be offered; the proposed
offering price or the method by which it is to be computed; any vari-
ation therefrom at which any proportion of the offering is to be
made to any person or class of persons other than the underwriters,
with a specification of any such person or class; the basis upon
which the offering is to be made if otherwise than for cash; the
estimated aggregate underwriting and selling discounts or commis-
sions and finders' fees (including separately cash, securities, con-
tracts, or anything else of value to accrue to the underwriters or
finders in connection with the offering), or, if the selling discounts
or commissions are variable, the basis of determining them and
their maximum and minimum amounts; the estimated amounts of
other selling expenses, including legal, engineering, and accounting
charges; the name and address of every underwriter and every
recipient of a finder's fee; a copy of any underwriting or selling-
group agreement pursuant to which the distribution is to be made,
or the proposed form of any such agreement whose terms have not
yet been determined; and a description of the plan of distribution
of any securities which are to be offered otherwise than through
an underwriter;

(9) the estimated cash proceeds to be received by the issuer
from the offering; the purposes for which the proceeds are to be
used by the issuer; the amount to be used for each purpose; the
order or priority in which the proceeds will be used for the pur-
poses stated; the amounts of any funds to be raised from other
sources to achieve the purposes stated; the sources of any such
funds; and, if any part of the proceeds is to be used to acquire any
property (including goodwill) otherwise than in the ordinary course
of business, the names and addresses of the vendors, the purchase
price, the names of any persons who have received commissions in
connection with the acquisition, and the amounts of any such com-
missions and any other expense in connection with the acquisition
(including the cost of borrowing money to finance the acquisition);

(10) a description of any stock options or other security options
outstanding, or to be created in connection with the offering, together
with the amount of any such options held or to be held by every
person required to be named in clause (2), (4), (5), (6), or (8)
and by any person who holds or will hold ten percent or more in
the aggregate of any such options;

(11) the dates of, parties to, and general effect concisely stated
of, every management or other material contract made or to be
made otherwise than in the ordinary course of business if it is to
be performed in whole or in part at or after the filing of the regis-
tration statement or was made within the past two years, together
with a copy of every such contract; and a description of any pending
litigation or proceeding to which the issuer is a party and which
materially affects its business or assets (including any such litiga-
tion or proceeding known to be contemplated by governmental au-
thorities);

(12) three copies of the prospectus required by subsection (d) of
this section, together with a copy of any other prospectus, pamphlet,
circular, form letter, advertisement, or other sales literature in-
tended as of the effective date to be used in connection with the offer-
ing;