Securities Act of 1933 Section 12(2): Sean Holder and the other shareholders of the Bane Co. contracted to sell their stock to Purchase Place, Limited Partnership, and others. The price was based in part on an estimated increase in the value of Bane since the end of the previous year. The contract provided that the price would be adjusted if, at the end of the current year, an audit showed the actual value to be more or less than the estimate. At the end of the year, according to the audit, the buyers were entitled to an adjustment. Claiming that the contract was a prospectus, the buyers want to rescind the deal.