Rule 135

Notice of Proposed Registered Offerings

a. When notice is not an offer. For purposes of section 5 of the Act only, an issuer or a selling security holder (and any person acting on behalf of either of them) that publishes through any medium a notice of a proposed offering to be registered under the Act will not be deemed to offer its securities for sale through that notice if:

1. Legend. The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; and

2. Limited notice content. The notice otherwise includes no more than the following information:

i. The name of the issuer;

ii. The title, amount and basic terms of the securities offered;

iii. The amount of the offering, if any, to be made by selling security holders;

iv. The anticipated timing of the offering;

v. A brief statement of the manner and the purpose of the offering, without naming the underwriters;

vi. Whether the issuer is directing its offering to only a particular class of purchasers;

vii. Any statements or legends required by the laws of any state or foreign country or administrative authority; and

viii. In the following offerings, the notice may contain additional information, as follows:

A. Rights offering. In a rights offering to existing security holders:

1. The class of security holders eligible to subscribe;

2. The subscription ratio and expected subscription price;

3. The proposed record date;

4. The anticipated issuance date of the rights; and

5. The subscription period or expiration date of the rights offering.

B. Offering to employees. In an offering to employees of the issuer or an affiliated company:

1. The name of the employer;

2. The class of employees being offered the securities;

3. The offering price; and

4. The duration of the offering period.

C. Exchange offer. In an exchange offer:

1. The basic terms of the exchange offer;

2. The name of the subject company;

3. The subject class of securities sought in the exchange offer.

D. Rule 145(a) offering. In a Rule 145(a) offering:

1. The name of the person whose assets are to be sold in exchange for the securities to be offered;

2. The names of any other parties to the transaction;

3. A brief description of the business of the parties to the transaction;

4. The date, time and place of the meeting of security holders to vote on or consent to the transaction; and

5. A brief description of the transaction and the basic terms of the transaction.

b. Corrections of misstatements about the offering. A person that publishes a notice in reliance on this section may issue a notice that contains no more information than is necessary to correct inaccuracies published about the proposed offering.