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Checklist for Contents of Private Placement Memorandums

  1. Cover Page
  2. Securities Legends
  3. Suitability Standards for Investors
  4. Summary of the Securities Offering
  5. Risk Factors
  6. Capitalization of the Company
  7. Use of Proceeds from the Securities Offering
  8. Dilution
  9. Plan of Distribution of the Securities
  10. Selected Financial Data
  11. Management's Discussion and Analysis of Financial Condition and Results of Operation
  12. The Business of the Company
  13. Management and Compensation
  14. Certain Transactions (transactions between the Company and its shareholders, officers, directors or affiliates)
  15. Principal Shareholders
  16. Terms of the Securities Offered
  17. Description of Capital Stock of the Company
  18. Tax Matters
  19. Legal Matters
  20. Experts
  21. Documents Available for Inspection
  22. Financial Statements
  23. Projections
  24. Exhibits
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