Exemptions from Securities Act Registration Rule 506 Investment Sophistication Purchaser Representative o PG 230 General Solicitation o PG 233

33 Integration o PG 235 Rule 508 Immaterial and insignificant compliance of Reg D. o PG 236 But see PG 237 with General Solicitation and a Section 5 violation Registration of Securities Offerings Negotiations between Issuer and Underwriter/Letter of Intent o PG 175 Putting together an underwriting syndicate o PG 176 Newspaper and being an underwriting agent of the Issuer o PG 178/179 Media publications and FWP o PG 181/182 o Magazine article PG 184 Selling group during the waiting period o PG 184 Newsletter by analyst firm o PG 185 Posteffective Period o PG 185 Reports/Storys after shares are sold post effective period o PG 186 Confirmations PG 187 Secondary and Other Post Offering Distributions Conditioning the market for sales before the filing of a registration statement because [__] was acting for the issuer. o PG 307 Rule 144 Change in circumstances o PG 309 Pledged Securities To a bank Tacking o PG 310 Intermediaries who assist control persons o PG 311 Whether registration required when a control person is not an issuer, UW or dealer, and the transactions are subject to 4(4). o Knowledge of Dealer acting as UW irrelevant PG 312 Current Public Information o 314 Paying full purchase price o 314 1

Tacking and Paying full purchase price o 315 Trickle and using a donee for 144 Control Person o 315 Control person can only use brokers o 315 Definition of Security