Blue Sky Laws are state-level, anti-fraud regulations that require issuers of securities to be registered in the state and to disclose details of their filings. Blue Sky Laws create liability for issuers allowing legal authorities and investors to bring action against the issuer for failing to live up to the Laws' provisions.

Issuers of securities must reveal the terms of the offering, including disclosures of material information that may affect the security. The state-based nature of these laws means each jurisdiction can include different filing requirements for registering offerings. The process usually includes a merit review by state agents who determine whether the offering is balanced and fair for the buyer.

This form of a Blue Sky Filing Letter is intended to be used as a template for issuers making a hard copy notice filing with state securities regulators in connection with a Regulation D offering of securities. The letter features details of the filing including:

• Description of the security;
• Offering amount;
• Number of investors in and out of state;
• Amount invested;
• Information about your broker/dealer (if you're using a B/D); and,
• Other information to aid state regulators in reviewing your filing.

In addition to the Blue Sky Filing Letter, you'll also receive the following two documents (in *.xlsx format) to aid you in complying with state Blue Sky Laws:

• List of each state security regulator's web site; and,
• A state filing summary to help you track the number of investors, by state, date and amount of sales into each state.

Delivery of your Blue Sky Filing Letter

• After purchasing your Blue Sky Filing Letter, and supporting documents, you'll receive an email containing a link to download the single zip file.
• Within the Blue Sky Filing Letter, we've highlighted areas in red to indicate the information you'll need to provide for your particular offering.

This sample document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions.