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Florida Gaming Corporation Security Offering and Investment Report

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NON-FOREIGN AFFIDAVIT UNDER
INTERNAL REVENUE CODE
SECTION 1445(b)(2)

STATE OF KENTUCKY COUNTY OF )

I/WE, , the "Seller(s)", being first duly sworn, state under penalties of perjury:

1. That I/WE am/are the Transferor(s) of the property located at in the City of County of State of Kentucky, and described as follows:

District Section Block Township Range

or Parcel Number

2. That my/our United States taxpayer identification number is/are:

Seller: Tax ID:

Address:

City State Zip

Seller: Tax ID:

Address:

City State Zip

Seller: Tax ID:

Address:

City State Zip

Seller: Tax ID:

Address:

City State Zip

3. That I/WE am/are not a "foreign person" as that term is defined in Section 1445(f) of theInternal Revenue Code.

This affidavit is given to the "transferee(s) or Buyer(s)" of the property described in paragraph 1 above for the purpose of establishing and documenting the non-foreign affidavit exemption to the withholding requirement of Section 1445 of the Internal Revenue Code.

Seller

Date

Seller

Date

Seller

Date

Seller

Date

Sworn to and Subscribed before me this the day of 20

My Commission Expires:

NOTARY PUBLIC

Enter text

What this Security Offering and Investment Report is

The Florida Gaming Corporation Security Offering and Investment Report is a formal disclosure package used when a Florida-based issuer offers securities to investors. It compiles the offering terms, subscription procedures, principal and beneficial ownership, audited or reviewed financial statements, risk factors, use of proceeds, and material contracts. The report supports compliance with federal and state securities rules, documents investor representations, and establishes the record for investor subscriptions, capital calls, and any required regulatory filings or notices.

Why a clear report matters for issuers and investors

A complete report reduces legal and operational risk by documenting material facts, investor eligibility, and subscription mechanics. It supports regulatory compliance and provides transparent terms so investors can evaluate risk and make informed decisions.

Why a clear report matters for issuers and investors

Primary users and stakeholders for this report

Parties that prepare, review, or rely on this report typically include corporate officers, counsel, and potential investors.

  • Issuer management and finance teams responsible for preparing disclosures and coordinating investor communications.
  • Corporate counsel and securities lawyers who verify exemptions, draft offering language, and advise on state or federal filing requirements.
  • Accredited and non-accredited investors performing due diligence before subscribing or transferring capital.

The document also supports auditors, transfer agents, and regulators who may request investment records or compliance evidence.

Who may legally sign or authorize the report

Issuer CEO

The chief executive officer or another officer with delegated authority signs offering certifications and subscription confirmations; their signature binds the corporation to representations and to the stated use of proceeds.

General Counsel

The corporation's general counsel or outside securities counsel typically signs legal compliance statements; counsel confirms exemptions relied upon and certifies that required disclosures are complete to the best of their knowledge.

Security and compliance facts to include

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Timestamped events, IP address capture
Regulatory Standards: ESIGN and UETA compliant
HIPAA Support: BAA available where required
21 CFR Capabilities: Supports 21 CFR Part 11 controls
SOC/ISO: SOC 2 Type II and ISO 27001

Steps to prepare and issue the offering report

Follow these sequential steps to prepare a compliant offering report and process investor subscriptions.

  • 01
    Assemble Documents: Collect financial statements and material contracts.
  • 02
    Draft Disclosures: Include risk factors and use-of-proceeds.
  • 03
    Verify Investors: Confirm accredited status or suitability.
  • 04
    Execute Subscriptions: Collect signed agreements and receipts.

Typical digital workflow settings for e-submission

Configure an electronic workflow that secures signatures, records audit data, and routes executed documents to stakeholders.

Field Configuration
Authentication Method Email link, SMS code, or KBA
Template Setup Lock critical clauses; use conditional fields
Bulk Distribution Enable bulk send for many investors
Storage Retention Encrypted cloud storage with retention rules

How electronic submission typically flows

A concise sequence showing how documents move from sender to completed record using eSignature and secure storage.

  • Upload Document: Sender uploads master offering report PDF.
  • Place Fields: Add signature, date, and checkbox fields.
  • Invite Signers: Send email or secure link to investors.
  • Complete Execution: Signer authenticates, signs, and receives copy.

Technical and integration considerations before eSubmission

Confirm platform capabilities, authentication strength, and integration with document storage and investor relation systems.

  • Integrations: Salesforce, NetSuite, Google Workspace, Box
  • File Formats: PDF, DOCX, and Excel supported
  • Signer Authentication: Email, SMS, or KBA options

Ensure the chosen platform preserves an audit trail, supports your retention policy, and meets any required regulatory controls such as 21 CFR Part 11 or HIPAA where applicable.

eSignature vendor comparison for executing offering documents

Compare starting prices and key capabilities relevant to high-volume security offerings and investor workflows; signNow is listed first per vendor ordering rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no credit card Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies Varies Varies

Key penalties and legal risks from incorrect or incomplete reports

Securities Enforcement: Civil fines and rescission risk
Investor Lawsuits: Fraud or omission claims exposure
Tax Penalties: 1099 filing penalties (IRC §6721)
I-9 Violations: Potential fines for employment forms
Regulatory Delays: Late filings can suspend offerings
Reputational Harm: Loss of investor confidence

Common preparation mistakes to avoid

  • Failing to verify investor accreditation or suitability, which can jeopardize an exemption and expose the issuer to rescission and penalties if discovered.
  • Using inconsistent issuer names or mismatched entity information across the offering materials, subscription agreements, and regulatory filings, causing delays or rejection.
  • Omitting material risk disclosures or using boilerplate language that does not reflect specific business, regulatory, or market risks facing the gaming enterprise.
  • Not retaining a complete audit trail of signer authentication, consent, and executed documents, which complicates enforcement and regulatory review.

Key tax and reporting deadlines related to investor payments

Certain reporting deadlines are relevant when the offering results in payments, dividends, or reportable income to investors.

W-9 Provision:

Provide W-9 when requested to avoid backup withholding

1099-NEC Deadline:

File and furnish by Jan 31 for nonemployee compensation

1099-MISC Recipient:

Recipients receive by Jan 31 for miscellaneous payments

1099-MISC IRS (Paper):

Paper filing deadline Feb 28

1099-MISC IRS (Electronic):

Electronic filing deadline Mar 31

Frequently asked questions and practical answers

Answers to common questions about e-signing, notarization, filing, and recordkeeping for this offering report.


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