Michigan Scor Instructions For Form U-7 - Small Company Offering Registration (Page 6 of 6) in pdf

Michigan Scor Instructions For Form U-7 - Small Company Offering Registration Page 6

V. Exhibits

There shall be filed with the Office at the same time as the filing of the Form U-7 copies of each of the following documents, to the extent applicable,

as exhibits to which the Office may refer in reviewing the Form U-7 and which will be available for public inspection by any person upon request.

1. Form of Selling Agency Agreement.

2. Company's Articles of Incorporation or other Charter documents and all amendments thereto.

3. Company's By-Laws, as amended to date.

4. Copy of any resolutions by directors setting forth terms and provisions of capital stock to be issued.

5. Any indenture, form of note or other contractual provision containing terms of notes or other debt, or of options, warrants, or rights to be

offered.

6. Specimen of security to be offered, including any legend restricting resale.

7. Consent to service of process (Form U-2) accompanied by appropriate corporate resolution (Form U-2A).

8. Copies of all advertising or other materials directed to or to be furnished to investors in the offering.

9. Form of escrow agreement for escrow of proceeds. (See Section 304a(7)(i)).

10. Consent to inclusion in Disclosure Document of Accountant's report.

11. Consent to inclusion in Disclosure Document of Tax Advisor's opinion or description of tax consequences.

12. Consent to inclusion in Disclosure Document of any evaluation by a licensed attorney of any pending or anticipated litigation or

administrative action by Counsel.

13. Form of any Subscription Agreement for the purchase of securities in this offering.

14. Opinion of Counsel. (See Section 304a(7)(n))

15. A list of the residence street addresses of Officers, Directors and principal stockholders.

Any questions regarding SCOR registration should be directed to: Office of Financial and Insurance Services, Division of Securities, 611 W. Ottawa

St., P.O. Box 30701, Lansing, MI 48909-8201, phone (517) 373-9273 or toll-free at 1-877-999-6442.

Page 6 of 6

Michigan Scor Instructions For Form U-7 - Small Company Offering Registration Page 6

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