Midwest Regional Review Program Required Exhibits

The following exhibits must be filed in each state in which the applicant is filing for Coordinated Midwest Regional Review:

1. Offering Document (Form U-7 (SCOR) or Form 1-A);
   
2. Form U-1--Uniform Application to Register Securities;
   
3. Form U-2--Uniform Consent to Service of Process;
   
4. Form U-2A--Uniform Form of Corporate Resolution (if issuer is a corporation);
   
5. Form D (Rule 504 Offerings Only);
   
6. Copy of any resolutions by board of directors setting forth terms and provisions of stock to be issued;
   
7. Form of Selling Agency or Underwriting Agreement;
   
8. Copy of Subscription Agreement;
9. Specimen of Stock Certificate (including any legend restricting resale);
   
10. Articles of Incorporation;
    
11. Bylaws;
    
12. Escrow of Proceeds Agreement;
    
13. Accountant's Consent;
    
14. Legal Opinion;
    
15. Consent to inclusion in the disclosure document of tax advisor's opinion or description of tax consequences, if any;
    
16. Consent to inclusion in the disclosure document of any evaluation of litigation or administrative action by counsel, if any;
    
17. Schedule setting forth the name and residential street address of each officer, director, and principal shareholder; and
    
18. Copy of all advertising materials.

INTRODUCTION

APPLICATION

SCOR STATEMENT OF POLICY

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