Notification Of Exemption For Small Maine Issuers Under 32 MRSA 10502(2)(Q) {SMC}

STATE OF MAINE OFFICE OF SECURITIES 121 State House Station Augusta, Maine 04333-0121 Telephone: 207-624-8551 Facsimile: 207-624-8590 Website: MaineSecuritiesReg.Org NOTIFICATION OF EXEMPTION FOR MAINE ISSUERS UNDER 32 M.R.S.A. §16202(15) Use this form to claim a securities exemption under 32 M.R.S.A. §16202(15). File your completed form with the Maine Securities Administrator before you make any offers or sales in Maine. Conditions: When you rely on an exemption in 32 M.R.S.A. §16202(15) the offering must meet certain conditions. The conditions are that: 1) You can only offer and sell securities of: a) a corporation, limited partnership, or limited liability company organized under the laws of Maine, or b) any other issuer determined by the Securities Administrator by order to have its principal place of business in Maine; 2) The transaction is part of a single issue in which not more than 25 purchasers are present in Maine during any 12 consecutive months, excluding those designated in 32 M.R.S.A. §16202(13); 3) The securities have not been offered to the public by general advertisement or general solicitation; 4) A commission or other remuneration has not been paid or given, directly or indirectly, to a person other than a broker-dealer or agent licensed to solicit a prospective purchaser in Maine; and 5) The issuer reasonably believes that all the purchasers in Maine, other than those designated in 32 M.R.S.A. §16202(13), are purchasing for investment. NOTE: You must give a copy of the completed "Notification of Exemption for Maine Issuers" form to all potential investors when you rely on a securities exemption under 32 M.R.S.A. §16202(15). Revised December 31, 2005 American LegalNet, Inc. www.FormsWorkFlow.com State of Maine Notification of Exemption for Maine Issuers If you manually complete the form there may not be enough space to answer some of the questions. You may complete your answers to those questions on a separate sheet of paper and attach it to the form. Refer to the attachment in the space for the answer on the form and identify which question you are answering on the attachment. Revised December 31, 2005 Page 2 American LegalNet, Inc. www.FormsWorkFlow.com STATE OF MAINE OFFICE OF SECURITIES NOTIFICATION OF EXEMPTION FOR MAINE ISSUERS UNDER 32 M.R.S.A. §16202(15) A. Name: Mailing Address: Location of Principal Place of Business (if different): Telephone number: Email address: B. 1. Basis of Exemption Claimed Is the Issuer a corporation, limited partnership or limited liability company organized under the laws of the State of Maine? Yes _______ No _______ If the answer to B(1) is "no," has the Maine Securities Administrator issued an order determining that the issuer's principal place of business is in Maine? Yes _______ No _______ If yes, when did the Securities Administrator issue the required order? / Month Day C. / Year Name, Mailing Address, Email Address, and Telephone Number of the Issuer 2. Formation of Issuer What type of business organization is the Issuer? (Check one.) Corporation Limited Partnership ___ Limited Liability Company ___ Other: Specify type _______________________ In what state was the Issuer formed or organized? RevisedDecember 31, 2005 Page 1 American LegalNet, Inc. www.FormsWorkFlow.com Notification of Exemption for Maine Issuers under 32 M.R.S.A. §16202(15) When was the Issuer formed or organized? Month D. Name: Address: / Year Person(s) to Contact with Inquiries about the Issuer Name: Address: Telephone number: Email: E. Books and Records of the Issuer Telephone number: Email: Where does the Issuer keep its books and records? (Identify the physical location(s), including street address(es).) Does the Issuer make its books and records available for inspection by security holders? Yes _______ Explain: No _______ F. 1. Securities of the Issuer Describe each authorized class of security of the issuer in the following table. For each class, indicate the number of authorized units, the par value per unit (if applicable), and the number of issued and outstanding units. Include any newly authorized classes. Page 2 American LegalNet, Inc. www.FormsWorkFlow.com RevisedDecember 31, 2005 Notification of Exemption for Maine Issuers under 32 M.R.S.A. §16202(15) Name of Authorized Classes Number of Units Authorized Par Value Per Unit (If Applicable) Number of Units Outstanding 2. Describe each class of securities offered for sale in the following table. Indicate the number of units authorized, the par value per unit (if applicable), the number of units currently outstanding, the number of units offered for sale, the number of units that will be outstanding after the sale, and the price at which each unit is offered for sale. Name of class offered for sale Number of units authorized Par value per unit (if applicable) Number of units currently outstanding Number of units offered for sale Number of units to be outstanding after offering Offering price per unit 3. Describe the rights of holders of each class of security offered for sale. Include voting rights, liquidation rights, preemptive rights, and any other rights or limitations. Indicate whether voting rights are cumulative or noncumulative. G. 1. Annual Meeting Does the issuer hold an annual meeting of security holders? Yes No RevisedDecember 31, 2005 Page 3 American LegalNet, Inc. www.FormsWorkFlow.com Notification of Exemption for Maine Issuers under 32 M.R.S.A. §16202(15) 2. If the answer to G(1) is "yes," what are the location, date, and time of the meeting? Location: Date: Time: 3. If the answer to G(1) is "yes," how does the Issuer notify security holders of the annual meeting? H. Annual Report Does the issuer provide an annual financial statement and report of activities to security holders? Yes I. 1. No Proceeds of the Offering Does someone other than the issuer currently own (or hold) the securities that are being offered? No Yes If the answer to I(1) is "yes": (a) Identify who owns (or holds) the securities: 2. (b) Explain why the offering is being made: 3. If the answer to I(1) is "no," briefly describe how the issuer will use the proceeds of the offering: 4. If the answer to I(1) is "no": Page 4 American LegalNet, Inc. www.FormsWorkFlow.com RevisedDecember 31, 2005 Notification of Exemption for Maine Issuers under 32 M.R.S.A. §16202(15) a. Will the issuer return the offering proceeds to investors if it does not raise a minimum amount of proceeds by a specific date? Yes No b.