Subject: File No. JOBS Act Title III
From: Stephen Gornick

May 20, 2012

1.) It isn't clear to me if potential investors from outside the U.S. can become investors in a crowdfunded entity. Just as today's entrepreneurs are building their product for a global audience, there should not be any restrictions making it more difficult for a foreign investor to invest in a U.S.-based crowdfunded entity.

2.) The one year holding requirement has a provision where the investor can sell shares earlier but only if sold back to the issuer or to an accredited investor. If the issuer does buy the shares back, can that issuer then sell them to other non-accredited investors wishing to add to their positions, or to new non-accredited investors that hadn't acquired shares during the IPO?

3.) The entrepreneur should not be unreasonably locked into whichever crowdfunding platform (funding portal) was first selected. Preferably, before signing up the funding portal agreement makes it clear what the costs are to leave the platform (both pre-IPO and post).