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⚠️ ATTORNEY MUST CUSTOMIZE: Specific offering details, exemption rule selection

What is Regulation D?

Regulation D is a set of rules adopted by the U.S. Securities and Exchange Commission (SEC) that provides exemptions from the registration requirements of the Securities Act of 1933. These exemptions allow companies to offer and sell securities without having to register the securities with the SEC.

BondBricks is conducting this securities offering pursuant to Rule 506 of Regulation D, which permits us to raise an unlimited amount of capital from accredited investors.

⚠️ ATTORNEY MUST CUSTOMIZE: Specific registration status, state filings

These Securities Are Not Registered

⚠️ IMPORTANT: UNREGISTERED SECURITIES

The securities offered through BondBricks have NOT been registered with the SEC or with any state securities commission.

Registration with the SEC would require us to provide you with additional detailed information about the Company and the securities, including audited financial statements. Because these securities are unregistered, you do not have the protections associated with SEC registration.

What this means for you:

You will not have access to the type of information typically available in a registered offering
The SEC has not reviewed or approved this offering
The SEC has not passed upon the accuracy or adequacy of any offering materials
These securities cannot be resold unless they are registered or qualify for an exemption

⚠️ ATTORNEY MUST CUSTOMIZE: Specific rule selection (506(b) vs 506(c)), general solicitation determination

Rule 506(b) vs. Rule 506(c)

Rule 506 has two sub-provisions: Rule 506(b) and Rule 506(c). The key differences are:

Rule 506(b)

✅ Allows:

Sales to unlimited accredited investors
Sales to up to 35 non-accredited but "sophisticated" investors
Self-certification of accredited investor status

❌ Prohibits:

General solicitation or general advertising
Public marketing of the offering
Advertising to the general public

Rule 506(c)

✅ Allows:

General solicitation and general advertising
Public marketing of the offering
Advertising to the general public

❌ Requires:

All purchasers must be accredited investors (no non-accredited)
Issuer must take "reasonable steps" to verify accredited status
Cannot rely on investor self-certification alone

BondBricks is conducting this offering under:

☐ Rule 506(b) - No general solicitation, self-certification permitted

☐ Rule 506(c) - General solicitation permitted, third-party verification required

[Attorney must select the applicable rule and remove the other option]

⚠️ ATTORNEY MUST CUSTOMIZE: Verification procedures, safe harbor methods

Accredited Investor Requirements

To invest in this offering, you must be an "accredited investor" as defined in Rule 501(a) of Regulation D.

You qualify as an accredited investor if you meet ONE or more of the following:

Income Test: Individual income exceeding $200,000 (or $300,000 joint with spouse) in each of the past two years with reasonable expectation of reaching the same level in the current year
Net Worth Test: Net worth exceeding $1,000,000 (individually or jointly with spouse), excluding the value of your primary residence
Professional Certifications: Holder of Series 7, Series 65, or Series 82 license in good standing
Entity Qualifications: Various entity qualifications (see full list in Accredited Investor Certification form)

Verification Procedures:

BondBricks will verify your accredited investor status using one or more of the following methods:

Review of tax returns, W-2 forms, 1099 forms, or other income documentation
Review of bank statements, investment account statements, or other financial documentation
Written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant
Third-party verification services approved by the SEC
Verification of professional certifications (Series 7, 65, 82)

⚠️ ATTORNEY MUST CUSTOMIZE: Specific transfer restrictions, resale conditions, lock-up periods

Transfer Restrictions on Securities

⚠️ CRITICAL: RESTRICTED SECURITIES

The securities you acquire in this offering are "restricted securities" under the Securities Act. This means they CANNOT be resold unless:

The securities are registered with the SEC for resale (which is costly and unlikely), OR
An exemption from registration is available (such as Rule 144, which requires a holding period and other conditions)

Practical Impact: You should assume you will NOT be able to sell these securities for a significant period of time, possibly years or permanently.

Restrictive Legend

All certificates representing the securities will bear a legend substantially similar to the following:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

Stop transfer instructions will be issued to the Company's transfer agent to enforce these restrictions.

No Public Market for Securities

There is no public trading market for the securities offered through BondBricks, and one is not expected to develop. Even if a market were to develop, there is no assurance it would continue.

Liquidity Program: While BondBricks offers a liquidity program where the Company or its affiliates may repurchase your securities, this program:

Is not guaranteed and may be suspended at any time
May not be available when you want to sell
May offer prices below your purchase price
Is subject to availability and Company discretion

You should be prepared to hold these securities indefinitely.

⚠️ ATTORNEY MUST CUSTOMIZE: Form D filing details, timing, amendments

Form D Filing Requirements

BondBricks is required to file a Form D notice with the SEC within 15 days after the first sale of securities in this offering. Form D is a brief notice that includes:

Names and addresses of the company's executive officers, directors, and promoters
Contact information for the company
The exemption being claimed (Rule 506(b) or 506(c))
The type of securities offered
The amount of securities sold

Public Disclosure: Form D filings are publicly available on the SEC's EDGAR database. This means information about this offering will be publicly disclosed, including the amount raised and company information.

⚠️ ATTORNEY MUST CUSTOMIZE: State-specific filings, exemptions, restrictions

State Securities Laws ("Blue Sky Laws")

In addition to federal securities laws, each state has its own securities laws (commonly known as "Blue Sky" laws). While Regulation D provides a federal exemption, state law compliance is still required.

State Law Requirements:

Notice Filings: Many states require the filing of a Form D or similar notice within 15 days of the first sale to a resident of that state.
Filing Fees: States may charge filing fees ranging from $0 to $1,000+ per state.
State Exemptions: Most states recognize the federal Regulation D exemption, but some have additional requirements or limitations.
Restricted States: BondBricks may restrict offerings to residents of certain states if compliance is not feasible.

Geographic Restrictions:

Due to varying state securities laws, BondBricks may not offer securities to residents of all states. Your eligibility to invest may depend on your state of residence. You will be notified if your state of residence is not eligible for this offering.

⚠️ ATTORNEY MUST CUSTOMIZE: Integration analysis, safe harbor periods, prior offerings disclosure

Integration of Offerings

The SEC's "integration" doctrine may cause multiple securities offerings to be treated as a single offering for purposes of determining whether an exemption is available.

What this means: If BondBricks conducts multiple offerings within a short time period, they may be "integrated" (combined) into a single offering. If integrated, the combined offering must meet all requirements of the claimed exemption.

Safe Harbor: Rule 502(a) provides a safe harbor for integration. Offers and sales made more than 6 months before the start of a Regulation D offering, or more than 6 months after completion, will not be integrated.

Company Representation:

BondBricks represents that [it has not conducted / it has conducted] other securities offerings within the past 6 months. [If applicable: Details of other offerings are disclosed in the PPM.]

[Attorney must complete this disclosure based on company's actual offering history]

⚠️ ATTORNEY MUST CUSTOMIZE: Bad actor verification, covered persons list

Bad Actor Disqualification (Rule 506(d))

Rule 506(d) disqualifies an offering from the Rule 506 exemption if certain "bad actors" are involved with the issuer.

"Covered Persons" include:

The issuer (BondBricks Inc.)
Directors, executive officers, and general partners of the issuer
Beneficial owners of 20% or more of the issuer's voting equity
Promoters and investment managers of the issuer
Persons compensated for soliciting investors (placement agents, broker-dealers)

Disqualifying Events include:

Criminal convictions related to securities fraud (within past 10 years)
Court injunctions related to securities activities
SEC orders barring association with broker-dealers or investment advisers
State securities law orders or violations
Suspensions or expulsions from SRO membership (e.g., FINRA)
SEC stop orders or suspension orders

Company Representation:

BondBricks represents that, to its knowledge and after reasonable inquiry, no "bad actor" disqualifying event applies to any covered person as of the date of this offering.

⚠️ ATTORNEY MUST CUSTOMIZE: Specific information rights, reporting requirements, frequency

Your Right to Ongoing Information

While Regulation D does not require ongoing reporting to investors, BondBricks commits to providing:

Annual Financial Statements: [Audited / Unaudited] financial statements provided within [120] days after fiscal year end
Quarterly Updates: Quarterly updates on property performance and interest payments
Material Event Notices: Notification of material events affecting the investment within [15] business days
Tax Information: Annual Form 1099-INT for interest payments
Investor Portal Access: 24/7 access to investment information through online portal

[Attorney must specify actual reporting commitments]

Questions About This Disclosure

If you have questions about this Regulation D disclosure or the securities offering, please contact:

BondBricks Inc.

Email: legal@bondbricks.com

Phone: [PHONE NUMBER]

We encourage you to ask questions and consult with your own legal, tax, and financial advisors before making any investment decision.

Additional Resources

Learn More About Regulation D:

SEC Regulation D: sec.gov/fast-answers/answers-regdhtm.html
Form D Filings: sec.gov/edgar (search for Form D)
Accredited Investor Definition: sec.gov/accredited-investor

⚠️ DRAFT DOCUMENT - NOT FOR LEGAL USE

Regulation D Disclosure