Offering Process. In connection with the Offering, each of the Co-Managers will:
a. Familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client, including the artwork to be beneficially owned by the Client and information relating to the acquisition of the artwork by Client and its affiliates;
b. Review to its satisfaction the final offering circular filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Rule 253(g) (the “Offering Circular”) and such other documents to be used by such Co-Manager (the “Offering Materials”) in connection with the offering of the Securities; and
c. Review to its satisfaction the active and planned operational practices and procedures of the Client in the conduct of the Offering and assist the Client to meet certain applicable rules and regulations promulgated by, and guidance issued by, the SEC and Financial Industry Regulatory Authority, Inc. (“FINRA”). If each of the Co-Managers is satisfied with the results of its due diligence of Client, each Co-Manager Adviser will then be authorized to:
a. Identify and contact possible high net-worth, ultra-high net-worth, and institutional investors, which might have an interest in receiving the Offering Materials and evaluating participation in the Offering;
b. Engage in conversations with potential investors that express an interest in learning more about the Offering (and similar transactions) via the Masterworks Platform and were directed to the Co-Manager by the Masterworks Platform, which is controlled by an affiliate of the Client;
c. Use the Offering Circular (and any other Offering Materials approved by the Client and such Co-Manager) for solicitation purposes, which the Client will distribute via the Masterworks Platform to each potential investor concurrently with or in advance of any oral communication by a registered representative with such potential investor;
d. Attend meetings with Client and potential investors, and assist the Client in responding to due diligence requests from potential investors;
e. Ensure to its satisfaction that Anti-Money Laundering (“AML”) procedures are implemented for all potential investors in the Offering;
f. Ensure to its satisfaction that suitability assessments are conducted for all potential investors with which such Co-Manager has any communications; and
g. Generally assist the Client in its sale of securities to those potential investors accepted by Clie...
Offering Process. In connection with the Regulation A Offering, Financial Adviser will:
a. familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client and the industry;
b. review to its satisfaction the offering documents (the “Regulation A Offering Materials”) in connection with the offering of the Securities; and
c. review to its satisfaction the active and planned operational practices and procedures of the Client in the conduct of the Regulation A Offering and assist the Client to meet certain applicable regulatory obligations. If Financial Adviser is satisfied with the results of its due diligence of Client, Financial Adviser will then:
d. identify possible high net-worth, ultra-high net-worth, and institutional investors, which might have an interest in receiving the Regulation A Offering Materials and evaluating participation in the Regulation A Offering;
e. contact one or more potential investors in the Securities (the “Potential Investors”) and distribute the Regulation A Offering Materials to those requesting receipt of the same;
f. attend meetings with Client and Potential Investors, and assist the Client in responding to due diligence requests from Potential Investors;
g. ensure to its satisfaction that Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) procedures are implemented for all Potential Investors;
h. ensure to its satisfaction that suitability assessments are conducted for all Potential Investors; and
i. assist the Client in closing on the sale of Securities to those Potential Investors accepted by Client in the Regulation A Offering.
Offering Process. In connection with the Private Placement, Financial Adviser will:
(a) familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client and the industry;
(b) review to its satisfaction the offering documents (the “Private Placement Materials”) in connection with the offering of the Securities; If Financial Adviser is satisfied with the results of its due diligence of Client, Financial Adviser will then:
(a) identify possible investors, which might have an interest in receiving the Private Placement Materials and evaluating participation in the Private Placement;
(b) contact one or more possible investors in the Securities (the “Potential Investors”) and distribute the Private Placement Materials to those requesting receipt of the same;
(c) attend meetings with Client and Potential Investors; and assist the Client in responding to due diligence requests from Potential Investors; and
(d) assist the Client in closing on the sale of Securities to those Potential Investors accepted by Client in the Private Placement.
Offering Process. (a) In connection with the Offering, Placement Agent will:
(i) familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client and the industry;
(ii) review to its satisfaction the offering documents (the “Offering Materials”) in connection with the offering of the Securities;
(b) If Placement Agent is satisfied with the results of its due diligence of Client, Placement Agent will then:
(i) identify possible investors, which might have an interest in receiving the Offering Materials and evaluating participation in the Offering;
(ii) contact one or more possible investors in the Securities (the “Potential Investors”) and distribute the Offering Materials to those requesting receipt of the same;
(iii) attend meetings with Client and Potential Investors;
(iv) assist the Client in responding to due diligence requests from Potential Investors; and
(v) assist the Client in closing on the sale of Securities to those Potential Investors accepted by Client in the Offering.
(c) In connection with the services provided in Paragraph 2(b), Placement Agent will post the Offering Materials, and such other documents as mutually agreed upon by the parties, to an online platform provided and maintained by the Platform Operator, which may be accessed by the eligible investing public and/or other broker-dealers that have become referring broker-dealers pursuant to a signed selling agreement entered into with the Placement Agent. The referring broker-dealers will identify and facilitate referrals of Potential Investors and provide information regarding the Client and the Offering to such Potential Investors.
Offering Process. (i) securities registration process, including liaising with counsel on compliance policies and procedures and codes of ethics; (ii) retention and selection of auditor, any fund administrator, custodian, any valuation advisor and transfer agent; (iii) preparation of and completing offering documents including updates thereto and such other amendments and supplements as the Advisor shall determine to be necessary or desirable; and (iv) preparation of marketing materials and content development.
Offering Process. The Company will offer the Shares in the states of California, Florida, Illinois, Oregon, New York, Pennsylvania, New Jersey, Connecticut, Massachusetts, Maryland, and such other states as may be agreed upon by the parties. The Company will, to the extent required, use its commercially reasonable efforts to have the Offering approved in those states, but, in no event shall the Company be required to qualify to do business in such states solely as a result of the Offering; and will notify the Agent (i) of the receipt of any comments from the SEC or any other regulatory authority with respect to the Offering or any other matter referred to in the Registration Statement, (ii) of any request by the SEC or any other regulatory authority for any amendment or supplement to the Registration Statement, the Blue Sky Materials (as hereinafter defined) or for additional information, (iii) of the issuance by the SEC or any other regulatory authority of any order or other action suspending the Offering or the use of the Prospectus or any other filing of the Company under applicable state law or the threat of any such action, and (iv) of the issuance by the SEC or any regulatory authority of any stop order suspending the use of the Prospectus or of the initiation or threat of initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance by the SEC or any regulatory authority of any such order, and if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time. The Company shall cooperate with the Agent in the filing with the state securities authorities of the states listed above (and any other states subsequently added), to the extent necessary, of appropriate registration materials in order to comply with the laws of such states applicable to the sale of the Shares (“Blue Sky Materials”).
Offering Process. In connection with the engagement: o Consultant will familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Company; o The Company, with Consultant's assistance, will prepare a Confidential Offering Memorandum (the "Confidential Memorandum") which will contain a description of the Company, their businesses, assets, prospects and management; the terms and conditions of the Private Placements and of the securities offered; and certain financial information. If necessary, the Company will update the Confidential Memorandum prior to completion of the Private Placements; o CONSULTANT will identify possible investors, which might have an interest in receiving the Confidential Memorandum and evaluating participation in the reverse merger and in the raising of capital. o CONSULTANT will contact one or more of such possible investors and distribute the Confidential Memorandum; o CONSULTANT will assist the Company in evaluating proposals received from possible investors;
Offering Process. In connection with the Regulation A+ Offering, Financial Adviser will:
(a) familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client and the industry;
(b) review to its satisfaction the offering documents (the “Regulation A+ Offering Materials”) in connection with the offering of the Securities; If Financial Adviser is satisfied with the results of its due diligence of Client, Financial Adviser will then:
(a) identify possible investors, which might have an interest in receiving the Regulation A+ Offering Materials and evaluating participation in the Regulation A+ Offering;
(b) contact one or more possible investors in the Securities (the “Potential Investors”) and distribute the Regulation A+ Offering Materials to those requesting receipt of the same;
(c) attend meetings with Client and Potential Investors; and assist the Client in responding to due diligence requests from Potential Investors; and
(d) assist the Client in closing on the sale of Securities to those Potential Investors accepted by Client in the Regulation A+ Offering.
Offering Process. In connection with the Private Placements: • JGSG will familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Company; • The Company, with JGSG’s assistance, will prepare a Confidential Offering Memorandum (the “Confidential Memorandum”), which will contain (a) a description of the Company, its business, assets, prospects and management; (b) the terms and conditions of the Private Placements and of the securities offered; and (c) certain financial information. The Confidential Memorandum will incorporate or include the Company’s filings with the Securities and Exchange Commission (“SEC”) including the Company’s reports on Forms 00-XXX, 00-XXX, 0-X and the 2004 Proxy Statement. If necessary, the Company will update the Confidential Memorandum prior to completion of the Private Placements; • JGSG will identify possible accredited investors, which might have an interest in receiving the Confidential Memorandum and evaluating participation in the Private Placements. • Upon authorization from the Company, JGSG will contact one or more of such possible accredited investors and distribute the Confidential Memorandum; • JGSG will assist the Company and its Board of Directors in evaluating proposals received from possible investors; • JGSG will assist the Company and its counsel in negotiations relating to the Private Placements; and • If requested, JGSG will participate in meetings of the Board of Directors of the Company (either in person or by telephone, as appropriate) at which time the Private Placements are to be considered and will report to the Board on the Private Placements. • The securities offered in the Private Placements will be sold pursuant to forms of purchase agreements that are reasonably satisfactory to JGSG and the Company containing terms and conditions customary for private placement transactions. • JGSG will be registered as a broker-dealer in all states in which the Company offers its securities.
Offering Process. The Company will offer the Notes in the states of Pennsylvania, New York, Alaska, Nebraska and California, and such other states as may be agreed upon by the parties. The Company will, to the extent required, use its commercially reasonable efforts to have the Offering approved in those states, but, in no event shall the Company be required to qualify to do business in such states solely as a result of the Offering; and will notify the Agent (i) of the receipt of any comments from the SEC or any other regulatory authority with respect to the Offering or any other matter referred to in the Subscription Documents, (ii) of any request by the SEC or any other regulatory authority for any amendment or supplement to the Subscription Documents, the Blue Sky Materials (as hereinafter defined) or for additional information, (iii) of the issuance by the SEC or any other regulatory authority of any order or other action suspending the Offering or the use of the Subscription Documents or any other filing of the Company under applicable state law or the threat of any such action, and (iv) of the issuance by the SEC or any regulatory authority of any stop order suspending the use of the Subscription Documents or of the initiation or threat of initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance by the SEC or any regulatory authority of any such order, and if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time. The Company shall file with the state securities authorities of the states listed above (and any other states subsequently added), to the extent necessary, appropriate registration materials in order to comply with the laws of such states applicable to the sale of the Notes (“Blue Sky Materials”).
