UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 5-A OMB APPROVAL CERTIFICATE OF RESOLUTION AUTHORIZING IRREVOCABLE FOR SERVICE OF PROCESS, PLEADINGS be and hereby are authorized and directed to execute in legal form, and to deliver to the United States Securities and Exchange Commission, on behalf of this corporation, in such wording as may be prescribed by or acceptable to the United States Securities and Exchange commission, (1) a power of attorney designating and appointing, without power of revocation, the United States Securities and Exchange Commission as the agent of this corporation upon whom may be served all process, pleadings and other papers in any civil suit or action brought against this corporation arising out of any offering made or purported to be made under Regulation A, adopted by the United States Securities and Exchange Commission under the Securities Act of 1933, or any purchase or sale of any securities in connection therewith, in any court of competent jurisdiction, Federal, State, or Territorial, located in the United States or in its territories as defined by the Securities Act of 1933; (2) a stipulation, consent and agreement, likewise without power of revocation, that any civil suit or action brought against this corporation arising out of any offering made or purported to be made under Regulation A, adopted by the United States Securities and Exchange Commission under the Securities Act of 1933, or any purchase or sale of any securities in connection therewith, may be commenced against this corporation in any court of competent jurisdiction, Federal, State, or Territorial, located in the United States or in its territories as defined by the Securities Act of 1933, by service of process upon the United States Securities and Exchange Commission; and (3) a stipulation, consent and agreement that service upon the United States Securities and Exchange Commission may be effected by delivering copies of said process, pleadings or other papers to the Secretary of the United States Securities and Exchange Commission or any other person designated by it for such purpose, that the certificate of the Secretary of the United States Securities and Exchange Commission or of such other person reciting that said process, pleadings or other papers were received by the United States Securities and Exchange Commission and that a copy of each such *In the case of an association or other form of organization, appropriate revisions should be made. **Notary Public or other official authorized by law to administer oaths. Note: This certificate of resolution should be executed and verified before a person authorized to administer oaths in the jurisdiction in which it is executed. The verification should be in the form prescribed by the law of the jurisdiction in which it is executed. The form of acknowledgment suggested should be used only if it is consistent with the requirements of the law of such jurisdiction. The failure of any verification to meet applicable requirements shall not affect the validity or effects of the foregoing certificate of resolution. process, pleading or other paper was forwarded to this corporation at the last address supplied by it shall constitute evidence of such service upon this corporation, and that service of process, pleadings and other papers upon the United States Securities and Exchange Commission, as aforesaid, shall be taken and held in all courts to be as valid and binding upon this corporation as if due personal service thereof had been duly made. A.D., 19________ as the same appears on the records of said corporation now in my custody and control. IRREVOCABLE APPOINTMENT BY PARTNERSHIP OF AGENT FOR SERVICE OF PROCESS, PLEADINGS AND OTHER PAPERS hereby designate and appoint without power of revocation, the United States Securities and Exchange Commission as the agent of the partnership, and as the agent of each of them individually, upon whom may be served all process, pleadings and other papers in any civil suit or action brought against said partnership firm, or against said persons, jointly or severally, arising out of any offering made or purported to be made under Regulation A, adopted by the United States Securities and Exchange Commission under the Securities Act of 1933, or any purchase or sale of any securities in connection therewith, in any court of competent jurisdiction, Federal, State or Territorial, located in the United States or in its territories as defined by the Securities Act of 1933. 2. The undersigned, jointly and severally, and as members of a partnership doing business as (Firm Name) hereby consent, stipulate and agree, without power of revocation— (a) that any civil suit or action arising out of any offering made or purported to be made under Regulation A, adopted by the United States Securities and Exchange Commission under the Securities Act of 1933, or any purchase or sale of any securities in connection therewith, may be commenced against said partnership firm, or against said persons, jointly or severally, in any court of competent jurisdiction located in the United States or in its territories as defined by the Securities Act of 1933, by service of process upon the United States Securities and Exchange Commission; (b) that service of process, pleadings or other papers upon the United States Securities and Exchange Commission, as aforesaid, shall be taken and held in all courts to be as valid and as binding on said partnership firm, and on said persons, jointly and severally, as if due personal service had been duly made; and (c) that service upon the United States Securities and Exchange Commission may be effected by delivering copies of said process, pleadings, or other papers to the Secretary of the said Commission or any other person designated by it for such purpose, and that the certificate of the Secretary of the United States Securities and Exchange Commission or *Notary Public or other official authorized by law to administer oaths. Note: The person (or persons) executing this irrevocable power of attorney, consent, stipulation and agreement should appear before a person authorized to administer acknowledgments in the jurisdiction in which it is executed and acknowledge that he (or they) executed it as his (or their) free and voluntary act. The acknowledgment should be in the form prescribed by the law of the jurisdiction in which it is executed. The form of acknowledgment suggested should be used only if it is consistent with the requirements of the law of such jurisdiction. The failure of any acknowledgment to meet applicable requirements shall not affect the validity or effect of the foregoing irrevocable power of attorney, consent, stipulation and agreement. 69 such other person reciting that said process, pleadings or other papers were received by the United States Securities and Exchange Commission and that a copy of each such process, pleading, or other paper was forwarded to said partnership firm and to each said person at the last address supplied by said partnership firm and by each such person shall constitute evidence of such service upon said partnership firm and each said person. IN WITNESS WHEREOF, the undersigned, individually and as members of said partnership doing business as have executed this irrevocable power of attorney and (Firm Name) and for said County in the State (or Province) aforesaid, do hereby certify that A.D. 19 (Seal) (Seal) (Seal) in (Official Position)* (Name) (Name) and signed and sealed the above instrument as their free and voluntary act, and as the free and voluntary act of each of them, for the uses and purposes therein set forth. of and OPTIONAL FORM OF ESCROW FOR SECURITIES THAT ARE hereinafter referred to as the "escrow agent," witnesseth: Whereas in order to comply with the provisions of Rule 253(c) of the General Rules and Regulations under the Securities Act of 1933, as amended, hereinafter referred to as the "General Rules and Regulations," the Corporation simultaneously with the execution of this agreement is depositing with the escrow agent shares of the No. (number) stock of the Corporation issued in the name of Purchaser and bearing certificate, (class) the deposit of which is hereby acknowledged by the escrow agent: Now, therefore, the parties hereto agree as follows: 1. The escrow agent hereby accepts said shares in escrow and agrees to hold and keep said shares in accordance with the terms and conditions hereof and for the uses and purposes herein set forth, and to deliver said shares upon the performance of the conditions hereinafter set forth. 2. The escrow agent shall not be held to take notice of any terms of any agreement or any rights stated with respect to the deposited shares unless expressly stated in writing herein. 3. During the period of holding the deposited shares in escrow, no transfer or any other disposition of any said shares or of any interest therein is to be made whether subject to this escrow agreement or otherwise but all of said shares are to be held intact as issued and placed in escrow hereunder. 4. The escrow agent is hereby authorized and instructed to hold the deposited shares in escrow, pursuant to Rule 253(c) of the General Rules and Regulations, until such date as shall be one year from the date, shown on a definitive offering circular, of an offering of shares of stock of the Corporation in accordance with the provisions of the General Rules and Regulations. Thereafter upon receipt of written advice by the Corporation and Purchaser to the escrow agent (and to the Securities and Exchange Commission) that none of the deposited shares or any interests therein have been transferred or otherwise disposed of and that the deposited shares are registered under the Securities Act of 1933, as amended, or covered by a filing pursuant to the provisions of Regulation A under the General Rules and Regulations, or are otherwise exempt from registration or are not then required to be registered and that a copy of such advice has been delivered to the Securities and Exchange Commission, said shares will be delivered to Purchaser by escrow agent. If a registration statement is not then in effect and if an appropriate filing under Regulation A has 71 |