DEPARTMENT OF CORPORATIONS STATE OF CALIFORNIA APPLICATION FOR QUALIFICATION BY COORDINATION An applicant must comply with the requirements of subdivisions (a) and (b) of Section 25111 of the Code when filing an application for qualification by coordination. See also, Section 260.111.1 of these rules. (a) In lieu of the form set forth in subsection (b), the Uniform Application to Register Securities (Form U-1) recommended by the Subcommittee on Uniform Forms of the Committee on State Regulation of Securities of the American Bar Association's Section of Corporation, Banking and Business Law will be accepted for an application for qualification by coordination. If Form U-1 is utilized, it must be signed and verified as provided in the form set forth in subsection (b) and it must contain the information required by the form set forth in subsection (b). (b) An application for qualification of the offer and sale of securities by coordination shall, in addition to the facing page required by Section 260.110 of these rules, continue in the following form: 8. Applicant hereby undertakes to forward to the Commissioner of Corporations all future amendments to the Registration Statement under the Securities Act of 1933 attached hereto as Exhibit A, other than an amendment which merely delays the effective date of the Registration Statement, promptly and in any event not later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, whichever first occurs. 9. A copy of the Registration Statement under the Securities Act of 1933, either two copies of the prospectus or two additional copies of the Registration Statement, a copy of the Underwriting Agreement, copies of any pension, retirement or other deferred compensation plan, contract or arrangement when securities to be issued pursuant to such plan, contract or arrangement are the subject of the application, is attached hereto as Exhibit A and incorporated herein by reference. Any of the exhibits (other than exhibits incorporated by reference) to the Registration Statement that are deemed necessary to evidence compliance with any of the Rules of the Commissioner contained in Title 10 of the California Code of Regulations may be required to be submitted. 10. The Consent to Service of Process if required by Section 25165 of the California Corporations Code is attached hereto as Exhibit B. A Customer Authorization of Disclosure of Financial Records Form (Form No. QR 500.259) is attached hereto as Exhibit C. 11. If the applicant will employ agents (other than licensed broker-dealers) in connection with the sale of securities in California, the applicant must comply with Sections 260.141.30 and 260.141.31, Title 10, California Code of Regulations, and furnish the following information. a. The name and business address of each person who will represent the applicant as an agent in this state. b. The name and business address of the officer or other official who will supervise such agents on behalf of the applicant. c. A statement that all such agents employed in this state are employees of the applicant. d. A statement of the compensation to be paid to such agents. A statement of the compensation to be paid to such supervisory personnel, other than their regular salaries if they are regular employees of the applicant. e. Describe any order, judgment or decree of any governmental agency or administrator, or of any court of competent jurisdiction revoking or suspending for cause any license, permit or other authority of such agent or supervisory person or of any corporation of which he is an officer or director, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business, or of theft or of any felony. f. A surety bond complying with Section 260.216.15, Title 10, California Code of Regulations. 260.111 (Register 2002, No. 39) 1 American LegalNet, Inc. www.FormsWorkFlow.com 12. Pursuant to Section 25146 of the California Corporations Code and Section 260.146 of Title 10 of the California Code of Regulations, applicant hereby undertakes, as long as required under the foregoing sections and subject to the exception therein contained, to file with the Commissioner: (a) within 120 days after the end of each fiscal year a report of financial condition and a related statement of income and expenses covering such fiscal year; and (b) within 90 days after the first six months of each fiscal year, a like report and statement covering such six months period. (NOTE: The application must be signed and verified in the following manner.) The applicant has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized. _________________________________ (Applicant) By _______________________________ (Title) I certify (or declare) under penalty of perjury under the laws of the State of California that I have read this application and the exhibits thereto and know the contents thereof, and that the statements therein are true and correct. Executed at _____________________________________, on _________________, 20 ____. (Place) (Date) ________________________________ (Signature) 2 American LegalNet, Inc. www.FormsWorkFlow.com