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Company Name: ABC Test Inc. (dummy company for testng only)
Company Type: U.S. Incorporated Corporation
Offering Amount: US $ 5,000, 000
Maximum Shares Offered: 2,500,000
Minimum Shares Offered: 12,500
Share Class: CLASS A CONVERTIBLE PREFERRED STOCK
Price per Share: US $2.00
Minimum Purchase: 10 shares (US $20.00)
Shares Tradable on Secondary Markets: Yes (on the new Green Stock Exchange)
Stock Exchange: Green Stock Exchange
Stock Symbol: ABCTEST
Annual Return: The Shares have an annual rate of return of nine (9%) for the first twelve months and 7% thereafter until maturity, simple interest, paid annually, with a maturity date of sixty (60) months from the Commencement Date of each Share. The Shares offered pursuant to this ABC Test Offering Circular will be unsecured.
Subscription Agreement: Each investor will be required to enter into a Subscription Agreement in the form attached as Exhibit B to the memorandum or if purchasing online, you agree to the Green Stock Exchange Terms of Service..
Offering Period: This offering will commence on September 1, 2008, and will terminate no later than December 31, 2009, unless extended by the Company (see "TERMS OF THE OFFERING") or while supplies of stock last. We reserve the right to terminate the Offering at any time. We will not provide any notice that we have extended the offering.
Use of Proceeds: The net proceeds of this offering will be used to expand our marketing, sales, production, development and distribution capabilities; purchase or lease moulds for making beverage bottles, labeling supplies, and leasing of computers for the hosting of the social network, electronic ordering and sale of our products and services; implement our ordering system; provide funding for strategic acquisitions; and provide working capital. We believe that the net proceeds will be sufficient to fund our operations for approximately 12 to 18 months in the event of the Maximum offering. (see "USE OF PROCEEDS").
Transferability: The Shares sold in this offering is based on the exemption from such registration as set forth in §4(2), Regulation A and Rule 254 of the Securities Act of 1933, as amended, making the shares not "restricted," meaning they are freely tradable in the secondary market after the offering, such as immediately tradable on the Green Stock Exchange (greensx.com), after the completion of the Maximum Offering.
Converting: The Shares will be convertible into Class B Common Stock on a one-for-one basis, subject to adjustments to reflect any stock splits, stock dividends, and recapitalizations (the "Conversion Ratio"). It will be convertible 12 months after the completion of the Maximum Offering and convertibility will expire 5 years after the completion of the Maximum Offering.
Dividends: The Shares have an annual rate of return of nine (9%) for the first twelve months and 7% thereafter until maturity, simple interest, paid annually, with a maturity date of sixty (60) months from the Commencement Date of each Share.
Liquidation: Unless previously converted, the Shares will be redeemable at our option at a price equal to the Liquidation Preference, and at the option of the holders at a price equal to the Liquidation Preference plus 4% per annum, commencing four and ten years, respectively, after the completion of this offering.
Voting Rights: No (except after conversion to Class B Common Shares)
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