Maryland Investment Letter Promising not to Violate Exemption of Intrastate Offering is a legal document that helps ensure compliance with the exemption requirements for intrastate offerings within the state of Maryland. This letter serves as a commitment by the issuer to abide by all rules and regulations governing intrastate offerings in order to avoid violating any laws or regulations. The purpose of the Maryland Investment Letter Promising not to Violate Exemption of Intrastate Offering is to provide transparency and accountability to potential investors, as well as to demonstrate the issuer's commitment to following the prescribed guidelines for conducting intrastate offerings. In Maryland, there are two different types of intrastate offerings: Rule 147 and Rule 147A. Both types have specific requirements that issuers must meet in order to qualify for the exemption and avoid violating the securities laws. Rule 147 allows issuers to offer and sell securities only to residents within the state of Maryland. The issuer must demonstrate that at least 80% of its revenues, assets, and proceeds from the offering are within the state. Additionally, the issuer must show that it is incorporated and doing business within Maryland. Rule 147A, which was adopted in 2016, allows issuers to offer and sell securities to residents within the state who are not accredited investors. Unlike Rule 147, there are no restrictions on where the issuer's revenues, assets, or proceeds from the offering come from. However, the issuer must still be incorporated and doing business within Maryland. The Maryland Investment Letter Promising not to Violate Exemption of Intrastate Offering should include a clear statement by the issuer affirming its commitment to complying with all requirements of either Rule 147 or Rule 147A, as applicable. It should also outline the issuer's intent to limit the offer and sale of securities to residents within Maryland, as well as the steps the issuer plans to take to ensure compliance. In conclusion, the Maryland Investment Letter Promising not to Violate Exemption of Intrastate Offering is a crucial document that helps issuers demonstrate their commitment to following the regulations governing intrastate offerings within the state of Maryland. By complying with these requirements, issuers can provide potential investors with the confidence and assurance that their offering is being conducted in a legal and compliant manner.