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than the underwriters, with a specification of the person or | class; the basis on which the offering is to be made if | otherwise than for cash; the estimated aggregate underwriting | and selling discounts or commissions and finder's fees, | including separately cash, securities, contracts 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 each underwriter | and each recipient of a finder's fee; a copy of any | underwriting or selling group agreement under 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 that | are to be offered otherwise than through an underwriter; |
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| I.__The estimated monetary proceeds to be received by the | issuer from the offering; the purposes for which the | proceeds are to be used by the issuer; the estimated amount | to be used for each purpose; the order or priority in which | the proceeds will be used for the purposes stated; the | amounts of any funds to be raised from other sources to | achieve the purposes stated; the sources of the funds; and, | if a part of the proceeds is to be used to acquire 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 that have received | commissions in connection with the acquisition and the | amounts of the commissions and other expenses in connection | with the acquisition, including the cost of borrowing money | to finance the acquisition; |
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| J.__A description of any stock options or other security | options outstanding, or to be created in connection with the | offering, and the amount of those options held or to be held | by each person required to be named in paragraph B, D, E, F | or H and by any person that holds or will hold 10% or more | in the aggregate of those options; |
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| K.__The dates of, parties to and general effect concisely | stated of each managerial or other material contract made or | to be made otherwise than in the ordinary course of business | to be performed in whole or in part at or after the filing | of the registration statement or that was made within the | previous 2 years and a copy of the contract; |
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