A preliminary list of documents to be reviewed in connection with the proposed offering by the new commercial enterprise (the "NCE") to foriegn investors is set forth below. In connection with this offering, we will also conduct due diligence on the Regional Center (the "Manager/Regional Center") and the Developer Job Creating Enterprise ("JCE"). This Request relates to the Fund and the Developer only.
The purpose of this list is to most efficiently determine those documents that may be part of a particular importance for preparation of a final private placement memorandum. Our goal is to quickly determine the key issues that will need to be considered in connection with the proposed transaction and to determine if additional documentation and due diligence are necessary.
Please review this list and prepare a response to each of the listed items. This list is intended to serve as a guide to producing existing materials and is not a request to generate documentation that does not exist presently.
If any of the requested documents or items do not exist or is not applicable to each of the NCE, or JCE please so indicate in accordance with the instructions provided below. If any of the requested documents do not yet exist, but are in the process, please so indicate and provide an estimated completion date. With respect to those items that are applicable to each of the NCE and JCE, please provide a written list or summary of the documents or arrangements, together with copies of the underlying documents. Unless otherwise indicated, information should be provided with respect to each of the NCE, and JCE's business operations since their inception. Upon review of your responses, we may have additional questions and request supplemental information.
Please be reminded that the NCE will carefully review the private placement memorandum to ensure that it is materially accurate before it is finalized, which is the responsibility of the NCE as the issuer. The civil liability provisions of the federal securities laws were intended to create an incentive for full disclosure and to compensate purchasers who were either denied the opportunity to review accurate offering documents or who were provided with materially misleading investment information.