http://www.TheSecuritiesAttorneys.com Reg A – Insignificant Deviations Rule 260 - certain insignificant deviations from a term, condition or requirement of Reg A will not result in the issuer’s loss of the exemption. However, certain provisions of Regulation A are deemed to be significant to the offering as a whole. Any deviations from these significant provisions results in the issuer’s loss of the exemption. These provisions cover (1) issuer eligibility, (2) offering limits, (3) offers, and (4) continuous or delayed offerings. A failure to comply with a term, condition or requirement of Regulation A will not result in the loss of the exemption for any offer or sale to a particular individual or entity, if the person relying on the exemption establishes that: (1) The failure to comply did not pertain to a term, condition or requirement directly intended to protect that particular individual or entity; (2) The failure to comply was insignificant with respect to the offering as a whole, provided that any failure to comply with the offering limitations, issuer eligibility criteria, or requirements for offers or continuous or delayed offerings will be deemed to be significant to the offering as a whole; and (3) A good faith and reasonable attempt was made to comply with all applicable terms, conditions and requirements of Regulation A. This allows for certain errors that can occur while clearly delineating those provisions from which an issuer may not deviate. Whether a deviation would be significant to the offering as a whole depends on the facts and circumstances related to the offering and the deviation. In certain situations, such as pre - qualification sales, it may be hard to establish a good faith attempt at compliance. www.TheSecuritiesAttorneys.com Want to know more? – email me at John.Lux@ Securities-Law.info (240) 200-4529 John E. Lux was in the top 5% of authors on Slideshare in 2014 and has been quoted by Bloomberg as an expert on reverse mergers This is part of a series on Regulation A, so be sure to subscribe here and to learn more, go to www. TheSecuritiesAttorneys.com and get a free copy of our book “How to Go Public” Disclaimer This is not legal or investment advice of any kind Seek competent advice from qualified attorneys and investment bankers Your situation may vary The more you know about finance and business, the more you can profit

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Reg A –
Insignificant
Deviations

2. www.TheSecuritiesAttorneys.com
Certain insignificant
deviations from a
term, condition or
requirement of Reg A
will not result in the
issuer’s loss of the
exemption

3. However, certain
provisions of
Regulation A
are deemed to
be significant to
the offering as a
whole

4. www.TheSecuritiesAttorneys.com
To learn more, go to
www.
TheSecuritiesAttorneys.com
and get a free copy of our book
“How to Go Public”

5. Any deviations
from these
significant
provisions
result in the
issuer’s loss of
the exemption

6. These provisions
cover (1) issuer
eligibility, (2)
offering limits,
(3) offers, and
(4) continuous
or delayed
offerings

7. A failure to
comply with a
term, condition
or requirement
of Regulation A

8. will not result in
the loss of the
exemption for
any offer or sale
to a particular
individual or
entity,

9. if the person
relying on the
exemption
establishes that:

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(1) The failure to comply did not
pertain to a term, condition or
requirement directly intended to
protect that particular individual or
entity;

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(2) The failure to comply was
insignificant with respect to the
offering as a whole,

12. www.TheSecuritiesAttorneys.com
provided that any failure to comply
with the offering limitations, issuer
eligibility criteria, or requirements
for offers or continuous or delayed
offerings will be deemed to be
significant to the offering as a
whole; and

13. www.TheSecuritiesAttorneys.com
(3) A good faith and reasonable
attempt was made to comply with
all applicable terms, conditions and
requirements of Regulation A.

14. This allows for
certain errors that
can occur while
clearly
delineating those
provisions from
which an issuer
may not deviate

15. while clearly
delineating
those provisions
from which an
issuer may not
deviate.

16. Whether a deviation
would be
significant to the
offering as a whole
depends on the
facts and
circumstances
related to the
offering and the
deviation

17. In certain situations,
such as pre -
qualification sales, it
may be hard to
establish a good faith
attempt at compliance

18. www.TheSecuritiesAttorneys.com

Want to know
more? – email
me at John.Lux@
Securities-
Law.info

(240) 200-4529

19. John E. Lux was in
the top 5% of
authors on
Slideshare in 2014
and has been
quoted by
Bloomberg as an
expert on reverse
mergers

20. www.TheSecuritiesAttorneys.com
This is part of a series on
Regulation A, so be sure to
subscribe here and to learn
more, go to www.
TheSecuritiesAttorneys.com
and get a free copy of our book
“How to Go Public”

21. Disclaimer

This is not legal or
investment advice of any
kind

Seek competent advice
from qualified attorneys
and investment bankers

Your situation may vary

The more you know about
finance and business, the
more you can profit