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SEC Act.

Release 8591- 2005 Reforms


Sunday, April 01, 2012 12:36 PM

Summary of 2005 Public Offering Reforms (from Sec. Act. Rel 8591) Could it be an offer as defined in Section 2(a) (3)?
Regularly Released Factual Business Information Yes

IS it a prospectus as defined in section 2(a) (10)?


No

Is it a prohibited prefiling offer for purposes of Section 5(c)


Rule Defiens it as not an offer for Section 5(c) purposes

IS it a prohbited prospectus for purposes of Section5(b)(1)


Section 5(b)(1)relates only to propsectuses it s not applicable

Regularly Released Fowrad Looking Information Communications made more than 30 days before filing of regsitration statement

Yes

No

Rule Defiens it as not an offer for Section 5(c) purposes

Section 5(b)(1)relates only to propsectuses it s not applicable Section 5(B)(1) does not apply in the prefiling period - it is not applicable

Yes

Possibly, Rule defines it as not based on an offer for section facts and 5(c) purposes circumstance s No

WIKSI - Oral offers made Yes within 30 days of filing of registration statement WKSI - Written offers made within 30 days of ifling of registration statment Yes

Is exempted from Section 5(b)(1) does prohibition of section not apply in the pre5(c) filing period - it is not applicable

Yes. It also is IS exempted form Section 5(b)(1) does a free-writing probhition of Section not apply in the preprosepctus 5(c) filing period - it is not applicalbe Yes Is exempted from prhibition of Section 5(c) Section 5(b)(1) does not apply in the prefiling period - it is not applicalbe

WKSI - Free writing Yes prosepctus used before filing of resgtraiton statement Idneitfying statements Yes in accordance with Rule 134

No

Section 5(c) is not 5(b)(1) relates only to appiable ,as rule 134 prospectuses - it is not relates only to the applciable period after the filing of a regsitration satment Section 5(C)( is not applicalbe, as it does not apply in the postfiling period Seciton 5(b)(1) will be satisfied, as the free writing prosepctus will be a permitted Section 10(b) proepsctus

All Elibgible IssuersEys free writing prospectuses used after filing of registraiton satment

Yes

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Rule 144
Monday, April 23, 2012 12:38 PM

144
Affiliate or Person Selling on Behalf of an Affiliate Non-Affilaite (and Has not Been an Affilaite Durign the Prior Three Months)

Durign 6 month holding period - no resales under 144 permitted Restricted Securities of Reporting Issuers After 6 month holding period: may resell in accordance with all rule 144 requirements including: Current public informaiotn Volume limitaitons Manner of sale requiremtns for equity securities and Filing of form 144

Durign 6 month holding period - no resales under 144 permitted After 6 month holding period but before one year: unlimited pbulic resales under 144 excet that the current public infomraiton requimrent still applies After one-year holding period: unlimited public resales under rulee 144; need not comply with any other 144 requiremtns

Restricted Securities of Non-Reporting Issuers

During one-year holding period - no During one-year holding period - no resales resales under rule 144 permitted under Rule 144 Permitted. After one-year holding period - may After one-year holding period- ulimtied public resell in accorance with all rule 144 resales under rule 144; need not comply with requriemtns including: any other 144 requriemtns Current public informaiotn Volume limitaitons Manner of sale requiremtns for equity securities and Filing of form 144

Unrestricted Resales of unrestricted securities securities of a allowed but must comply with all reporting issuer 144 requirements

Not applicable- no restrictions on nonaffiliates selling unrestricted shares

Un restricted Resales of unrestricted securities shares of nonallowed but must comply with all reporting issuer 144 requirements

Not applicable- no restrictions on nonaffiliates selling unrestricted shares

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