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MARVIN MANDEL, Governor
1995
(VI) THE NAME AND ADDRESS OF EVERY UNDERWRITER
AND EVERY RECIPIENT OF A FINDER'S FEE;
(VII) A COPY OF ANY UNDERWRITING OR
SELLING-GROUP AGREEMENT UNDER WHICH THE DISTRIBUTION IS
TO BE MADE, OR THE PROPOSED FORM OF ANY AGREEMENT WHOSE
TERMS HAVE NOT YET BEEN DETERMINED; AND
(VIII) A DESCRIPTION OF THE PLAN OF
DISTRIBUTION OF ANY SECURITIES WHICH ARE TO BE OFFERED
OTHERWISE THAN THROUGH AN UNDERWRITER;
(9)(I) THE ESTIMATED CASH PROCEEDS TO BE
RECEIVED BY THE ISSUER FROM THE OFFERING;
(II) THE PURPOSES FOR WHICH THE PROCEEDS ARE
TO BE USED BY THE ISSUER;
(III) THE AMOUNT TO BE USED FOR EACH PURPOSE;
(IV) THE ORDER OR PRIORITY IN WHICH THE
PROCEEDS WILL BE USED FOR THE PURPOSES STATED;
(V) THE AMOUNTS OF ANY FUNDS TO BE RAISED
FROM OTHER SOURCES TO ACHIEVE THE PURPOSES STATED;
(VI) THE NAMES OF THE FUNDS; AND
(VII) IF ANY PART OF THE PROCEEDS IS TO BE
USED TO ACQUIRE ANY PROPERTY, INCLUDING GOODWILL, OTHER
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 THE
COMMISSIONS 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
THE OPTIONS HELD OF TO BE HELD BY EVERY PERSON REQUIRED
TO BE NAMED IN ITEMS (2), (4), (5), (6), OF (8) OF THIS
SUBSECTION AND BY ANY PERSON WHO HOLDS OR WILL HOLD 10
PERCENT OR MORE IN THE AGGREGATE OF THE OPTIONS;
(11) (I) THE DATES OF, PARTIES TO, AND GENERAL
EFFECT CONCISELY STATED OF EVERY MANAGEMENT OR OTHER
MATERIAL CONTRACT MADE OR TO BE MADE OTHER 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
REGISTRATION STATEMENT OR WAS MADE WITHIN THE PAST TWO
YEARS, TOGETHER WITH A COPY OF EVERY SUCH CONTRACT; AND
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