STATE OF CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT APPLICATION FOR QUALIFICATION OF RECAPITALIZATIONS AND REGORANIZATIONS (SECTION 260.121) DBO260.121 (Register 2005, No. 39) (Rev. 10-17) Page 1 of 6 An application pursuant to Section 25121 of the Code for the qualification of the offer and sale of securities in connection with any change in the rights, preferences, privileges, or restrictions of or on outstanding securities or in any exchange of securities by the issuer with its existing security holders exclusively or in any exchange in connection with any merger or consolidation or purchase of assets in consideration wholly or in part of the issuance of securities or in an entity conversion transaction shall, in addition to the facing page required by Section 260.110 of these rules, continue on the following form: NOTE: Any item which is inapplicable should be listed by number on the form followed simply by the word "inapplicable." (a) IF THE TRANSACTION INVOLVES a merger, consolidation, purchase of assets or is an entity conversion transaction: ITEM 8. DESCRIPTION OF PLAN. Where applicable, describe the material features of the plan, the reasons therefor, the general effect thereof upon the rights of existing security holders, the approximate number of security holders of each entity involved, the vote needed for its approval, the proposed date for the mailing of proxies anmeeting. ITEM 9. EXECUTION OF PLAN. Describe the method by which the plan described in Item 8 will be carried out, including the names of any broker-dealers or agents to be employed by each entity in effecting purchases or sales of securities pursuant to the plan and the compensation to be paid such persons, or other consideration to be received by such persons, or any other persons, in connection with the sale, purchase, or exchange of securities. If agents (other than licensed broker-dealers) are to be employed by the applicant in connection with the distribution of securities in California pursuant to the plan, the applicant is required to comply with Sections 260.141.30 and 260.141.31, Title 10, California Code of Regulations, and the following information is to be furnished: 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 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 entity of which he or she is an executive officer, director, or person occupying a similar status or performing similar functions, 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 entity of which he or she is an executive officer, director, or person occupying a similar status or performing similar functions 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. American LegalNet, Inc. www.FormsWorkFlow.com STATE OF CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT APPLICATION FOR QUALIFICATION OF RECAPITALIZATIONS AND REGORANIZATIONS (SECTION 260.121) DBO260.121 (Register 2005, No. 39) (Rev. 10-17) Page 2 of 6 f. A surety bond complying with Section 260.216.15, Title 10, California Code of Regulations. ITEM 10. DESCRIPTION OF BUSINESS. Describe the business of the issuer and each other entity involved in the transaction. ITEM 11. DIVIDENDS IN ARREARS OR DEFAULTS. A statement concerning any dividends in arrears or defaults in principal or interest in respect of any securities of the issuer and any other entity involved in the transaction, and concerning the effect of the plan thereon. ITEM 12. HIGH AND LOW SALES PRICES WITHIN 2 YEARS. As to each class of securities of the issuer and of each other entity involved in the transaction which is admitted to trading on a securities exchange or with respect to which a market otherwise exists, and which will be materially affected by the plan, state the high and low sale prices (or, in the absence of such information, the range of the bid prices) for each quarterly period within two years. ITEM 13. DIRECTORS AND EXECUTIVE OFFICERS. (a) List the names of all directors, executive officers or persons occupying a similar status or performing similar functions of the issuer and of each other entity involved in the transaction, indicating all positions and offices held by each person named. (b) 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 person or of any entity of which he or she is an executive officer, director, or person occupying a similar status or performing similar functions, 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 entity of which he or she is an executive officer, director, or person occupying a similar status or performing similar functions 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. ITEM 14. PRINCIPAL HOLDERS OF SECURITIES. State any material interest in the transaction of each person who, with respect to the issuer or any other entity involved in the transaction, is a director, executive officer, or person occupying a similar status or performing similar functions, or owns of record or beneficially (if known to the issuer) 10% or more of any class of outstanding equity securities, or is a promoter if the issuer or such other entity was organized within the past three years. (Instruction: An interest of one of the specified persons which arises solely from the ownership of securities of only one of the entities involved in the transaction is not a material interest where the specified person receives no extra or special benefit not shared on a pro rata basis by all holders of securities of that class.) ITEM 15. EXCHANGE RATIO. State the basis of the ratio for the exchange or conversion of the securities of the issuer for the securities of each constituent entity. ITEM 16. EXHIBITS. Attach and incorporate by reference the following exhibits. Note: Any exhibit which is inapplicable should be listed by letter on the form followed simply by the word "inapplicable." American LegalNet, Inc. www.FormsWorkFlow.com STATE OF CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT APPLICATION FOR QUALIFICATION OF RECAPITALIZATIONS AND REGORANIZATIONS (SECTION 260.121) DBO260.121 (Register 2005, No. 39) (Rev. 10-17) Page 3 of 6 A. With respect to the issuer and each other entity involved in the transaction, the financial statements required by Section 260.613 of Title 10 of the California Code of Regulations, and pro forma financial statements giving effect to the proposed transaction. B. A copy of the plan of reorganization or entity conversion if it is set forth in a written document, including any request for delayed effectiveness of the filing of such document with the Secretary of State or similar authority. C. Copies (which may be in a restated or composite form) of the current charter documents (as defined in Section 260.001, Title 10, California Code of Regulations) of the issuer and of each constitue