Sample Private Placement Memorandum （样本私人配售备忘录）.pdfVIP

Sample Private Placement Memorandum Jean E. Harris Greenberg Traurig, LLP Phoenix, AZ C:\2002 REG D SEMINAR\MODEL POM.DOC Private Placement Memorandum Copy No. __________ ABC CORPORATION 1,250,000 Shares SERIES 1 CONVERTIBLE PREFERRED STOCK $2.00 per Share We are offering a minimum of 500,000 and a maximum of 1,250,000 shares of our Series 1 Convertible Preferred Stock (the Shares). There is no public market for the Shares or any other securities of our company, and no such market will develop as a result of this offering. THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE, AND AN INVESTMENT IN SHARES INVOLVES A HIGH DEGREE OF RISK AND IMMEDIATE AND SUBSTANTIAL DILUTION FROM THE OFFERING PRICE. SEE RISK FACTORS AND DILUTION. THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY S