UNIFORM CONSENT TO SERVICE OF PROCESS
Form U-2
INSTRUCTIONS: This form is for use by applicants and registrants consenting to service of process in connection with state securities filings. Complete all applicable fields before filing with the relevant state securities administrator. This form should be prepared in accordance with the requirements of each state or jurisdiction in which it is to be filed. All information must be typed or printed legibly in ink. Incomplete or illegible forms may be rejected by the filing authority. Where a field is not applicable, enter "N/A." Do not leave any field blank without explanation.
SECTION 1: IDENTITY OF APPLICANT / ISSUER
Provide the following information with respect to the applicant or issuer on whose behalf this Consent to Service of Process is being filed. All information must correspond exactly to the legal name and organizational details as set forth in the applicant's charter documents or certificate of formation, as applicable.
Full Legal Name of Applicant (Issuer):
________________________________________
State or Jurisdiction of Incorporation / Organization:
________________________________________
Principal Office Address:
Street Address: ________________
City: ________ State: ___ ZIP Code: ___
Federal Employer Identification Number (EIN):
_ – ____
Name and Title of Authorized Signatory:
Name: __________________
Title: __________________
Note: The authorized signatory must be a duly authorized officer, general partner, managing member, or other person authorized to bind the applicant. If the applicant is an individual, the individual must sign personally.
SECTION 2: TYPE OF FILING
Instructions: Check or indicate the type of filing in connection with which this Consent to Service of Process is being submitted. If more than one type of filing is applicable, check all that apply. If "Other" is selected, provide a clear description of the filing type in the space provided.
Type of Filing:
Registration of Securities (by Coordination / Qualification / Notification)
Notice Filing (for covered securities under the National Securities Markets Improvement Act of 1996)
Broker-Dealer Registration
Investment Adviser Registration
Other (specify): ________________
Description of Securities:
Provide a description of the class or classes of securities being offered or registered in connection with this filing. Include the type of security, par value (if any), and any other identifying characteristics.
________________________________________
________________________________________
Example: "Common Stock, par value $0.001 per share" or "8.50% Senior Secured Notes due 2032" or "Units, each consisting of one share of Common Stock and one Warrant to purchase one share of Common Stock."
Aggregate Offering Amount (if applicable):
$__________
Note: If the offering amount is not yet determined or is to be offered on a best-efforts basis with no minimum, indicate "Indeterminate" or "Best Efforts — No Minimum," as applicable. If fees are calculated based on the aggregate offering amount, consult the fee schedule of each applicable state.
SECTION 3: DESIGNATION OF STATES
Instructions: List below each state or jurisdiction in which this Consent to Service of Process is to be effective. Provide the name and address of the state securities administrator or commissioner for each such state or jurisdiction, together with the date on which this form is being filed in that jurisdiction. If additional space is required, attach supplemental pages clearly referencing "Section 3 — Continuation" and number each additional page sequentially.
Check here if continuation pages are attached. Number of continuation pages: __
Note: A separate Form U-2 may be required for each state, depending on the state's filing requirements. Certain states accept a single, multi-state Form U-2 listing all applicable jurisdictions, while other states require an individual form filed exclusively with that state's securities administrator. Consult applicable state blue sky laws and regulations, including any state-specific supplements or amendments to the Uniform Securities Act, to determine the correct filing procedure for each jurisdiction.
SECTION 4: CONSENT TO SERVICE OF PROCESS
The undersigned applicant, having been duly authorized, hereby makes the following irrevocable consent to service of process:
4.1 Appointment of Agent. The Applicant named in Section 1 above hereby irrevocably appoints the administrator, commissioner, or other official designated by the laws of each state or jurisdiction indicated in Section 3 above (and his or her successors in office) as the Applicant's agent upon whom may be served any notice, process, or pleading in any action or proceeding against the Applicant arising out of or in connection with the offer or sale of securities, or a violation of the securities laws of such state or jurisdiction. This appointment is made pursuant to and in compliance with the applicable provisions of the securities laws of each such state or jurisdiction.
4.2 Consent to Jurisdiction and Venue. The Applicant further consents that any such action or proceeding against the Applicant may be commenced in any court of competent jurisdiction and proper venue within such state or jurisdiction by service of process upon said administrator, commissioner, or other designated official, and that such service of process shall have the same force and validity as if served personally upon the Applicant. The Applicant agrees that it will not raise any objection to jurisdiction or venue based solely on the fact that service was effected upon the designated state official rather than upon the Applicant directly, provided that the applicable official forwards a copy of such process to the Applicant at the address set forth in Section 1 above, or at such other address as the Applicant may subsequently designate by written notice filed with such official.
4.3 Duration and Irrevocability. This Consent to Service of Process shall be irrevocable, shall remain in force so long as any liability exists under the securities laws of such state or jurisdiction, and shall be binding upon the Applicant and its successors and assigns. The Applicant acknowledges and agrees that this consent shall survive any expiration, withdrawal, revocation, or termination of the registration or filing in connection with which this form is submitted, and shall continue in effect with respect to any cause of action or claim arising during the period in which the registration or filing was effective or in which securities were offered or sold in such state or jurisdiction.
4.4 Forwarding of Process. The Applicant requests that any notice, process, or pleading served upon the designated state official pursuant to this Consent be forwarded by registered or certified mail to the Applicant at the principal office address set forth in Section 1 above. The Applicant acknowledges that the failure of the state official to forward such process shall not affect the validity of service or any judgment or decree rendered in any such action or proceeding.
SECTION 5: ADDITIONAL CONSENTING PARTIES (IF APPLICABLE)
Instructions: If any selling stockholder, underwriter, or other person is required to file a consent to service of process in connection with the same offering or filing, list each such additional party below. Each additional consenting party listed in this section is deemed to have made the same irrevocable consent set forth in Section 4 above with respect to the states and jurisdictions listed in Section 3 above. If more than three additional consenting parties are to be listed, attach a separate continuation page clearly referencing "Section 5 — Continuation" or file a separate Form U-2 for each such party, as required by applicable state law.
Additional Consenting Party No. 1:
Name: __________________
Capacity (e.g., Selling Stockholder, Underwriter, Officer, Director): ________
Address:
Street Address: ________________
City: ________ State: ___ ZIP Code: ___
Additional Consenting Party No. 2:
Name: __________________
Capacity: __________________
Address:
Street Address: ________________
City: ________ State: ___ ZIP Code: ___
Additional Consenting Party No. 3:
Name: __________________
Capacity: __________________
Address:
Street Address: ________________
City: ________ State: ___ ZIP Code: ___
Check here if continuation pages for additional consenting parties are attached. Number of continuation pages: __
Note: Each additional consenting party listed above or on any continuation page should also execute a separate signature block. See Section 7 below or attach separate executed signature pages as required.
SECTION 6: AGENT FOR SERVICE OF PROCESS IN STATE (IF REQUIRED)
Instructions: Certain states require the designation of an in-state agent for service of process in addition to, or in lieu of, the designation of the state securities administrator as agent for service of process. Complete this section only if required by the laws or regulations of the applicable state or jurisdiction. If no in-state agent designation is required, enter "N/A" in the fields below. If an in-state agent is being designated for more than one state, complete a separate Section 6 block (or continuation page) for each such state.
State or Jurisdiction Requiring In-State Agent Designation:
________________________________________
Name of Designated Agent:
________________________________________
Address of Designated Agent (must be a physical street address within the applicable state; P.O. boxes are generally not acceptable):
Street Address: ________________
City: ________ State: ___ ZIP Code: ___
Agent's Telephone Number:
(__) _ – ___
Agent's Email Address (if applicable):
________________________________________
Note: If the designated agent is a registered agent service, corporate service company, or law firm, provide the full legal name of the entity and the name of the specific individual authorized to accept service on behalf of the applicant. Attach a written acceptance of appointment from the designated agent, signed by the agent or its authorized representative, if required by the applicable state. Certain states may also require that the agent's acceptance be notarized or filed on a state-specific form. Consult the applicable state securities administrator's instructions for specific requirements.
SECTION 7: EXECUTION
Instructions: This Consent to Service of Process must be signed by a duly authorized officer, general partner, managing member, or other authorized representative of the Applicant. If the Applicant is an individual, the individual must sign personally. The date of execution must be completed. An unsigned or undated form will not be accepted for filing.
A. Applicant's Execution
By executing this Form U-2, the undersigned, on behalf of the Applicant, represents and warrants that (i) the undersigned is duly authorized to execute and deliver this Consent to Service of Process on behalf of the Applicant; (ii) all information set forth in this form is true, correct, and complete; and (iii) the Applicant has read, understands, and agrees to be bound by the terms of the consent set forth in Section 4 above.
________________________________________
Signature of Authorized Signatory
Typed / Printed Name: __________________
Title: ____________________
Date: _ / _ / ____
B. Witness / Notarization (If Required by Applicable State)
Instructions: Certain jurisdictions may require notarization of this form as a condition to acceptance for filing. If notarization is required, complete the notarization block below. If notarization is not required by the applicable state, this block may be left blank.
State of: ________
County of: ________
Subscribed and sworn to (or affirmed) before me this __ day of ______, 20__, by ____________, who is personally known to me or who has produced __________ as identification.
________________________________________
Notary Public
Printed Name of Notary: ________________
My Commission Expires: ________________
Notary Commission / Registration Number (if applicable): ____________
[NOTARY SEAL / STAMP]
SECTION 8: INSTRUCTIONS AND GENERAL NOTES
The following instructions and notes are provided for the guidance of applicants, issuers, and their counsel in preparing, executing, and filing this Form U-2. These instructions are of a general nature and do not purport to address the specific requirements of each state or jurisdiction. Applicants and their counsel are solely responsible for ensuring compliance with all applicable state and federal securities laws and regulations.
Note 1 — Purpose and Applicability. This form is intended for use in connection with state blue sky and securities filings. It provides a uniform format for consenting to service of process as required by the securities laws of the various states and jurisdictions. For offerings of securities that are "covered securities" under the National Securities Markets Improvement Act of 1996 ("NSMIA"), as amended, and that are listed on a national securities exchange (including the New York Stock Exchange, the Nasdaq Stock Market, or any other exchange designated by the Securities and Exchange Commission under Section 18 of the Securities Act of 1933), state registration is generally preempted pursuant to Section 18 of the Securities Act of 1933, as amended. However, certain states may still require notice filings, fee payments, and/or the filing of a consent to service of process in connection with such covered securities. This form may be used to satisfy such requirements where the applicable state accepts a Form U-2 or substantially similar uniform form.
Note 2 — State-Specific Requirements. Consult applicable state securities statutes and regulations to determine whether a Form U-2 (or a state-specific equivalent form) is required in each jurisdiction in which the applicant intends to offer or sell securities or to conduct business as a broker-dealer or investment adviser. Certain states have adopted their own forms or have imposed additional requirements (such as filing fees, supplemental disclosures, or state-specific legends) that must be satisfied in addition to, or in lieu of, the filing of this form. The applicant and its counsel should review the current rules and instructions published by each state securities administrator before filing.
Note 3 — Filing Procedures. File this form with the appropriate state securities administrator in each state where required, together with any required filing fees and supporting documents. Filing may be accomplished by mail, hand delivery, or electronic submission, as permitted by the applicable state. Certain states participate in the Electronic Filing Depository (EFD) system or accept filings through NASAA's Electronic Filing Portal, and applicants should confirm whether electronic filing is available or required. Filing fees vary by state and by the type of filing; consult each state's current fee schedule.
Note 4 — Recordkeeping. Retain a copy of this executed form for your records. Issuer's counsel should maintain copies of all executed Forms U-2 in the transaction closing file or binder. Copies should be retained for a period of not less than six (6) years following the date of execution, or such longer period as may be required by applicable law or regulation, or as may be advisable in light of any applicable statute of limitations.
Note 5 — Supplemental Pages. If additional space is needed for any section of this form, attach supplemental pages clearly referencing the applicable section number (e.g., "Section 3 — Continuation, Page 1 of 2"). Each supplemental page should include the name of the applicant, the form designation (Form U-2), and sequential page numbering. All supplemental pages should be securely attached to the original form at the time of filing.
Note 6 — Amendments and Successor Filings. If any information set forth in a previously filed Form U-2 becomes inaccurate or incomplete (including, without limitation, a change in the applicant's name, principal office address, or authorized signatory), an amended Form U-2 should be filed with each affected state securities administrator. Consult applicable state law to determine whether an amendment must be filed within a specified time period following the occurrence of the change.
Note 7 — Legal Counsel. Applicants are strongly encouraged to consult with qualified legal counsel experienced in federal and state securities law before preparing and filing this form. Nothing in this form or in these instructions constitutes legal advice, and neither the form nor the instructions should be relied upon as a substitute for the advice of counsel.
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