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OTCQX RULES FOR U.S. COMPANIES

1 General Considerations

1.1 Purpose and Objectives of OTCQX for U.S. Companies

OTCQX is comprised of a community of issuers with sound operating businesses that

have agreed with OTC Markets Group and each other to provide accurate, timely and

reliable information to public investors.  OTCQX issuers are therefore distinguished from

other issuers of equity securities traded in the over-the-counter markets (“OTC Equity

Securities”) by the quality of their operating businesses and the excellence of their

disclosure to the marketplace.  Public investors can readily identify OTCQX issuers,

which greatly simplifies the task of sifting through the many thousands of issuers of OTC

Equity Securities to identify issuers with sound operating businesses that provide good

disclosure to the marketplace.

OTCQX is not a stock exchange, stock market or regulated market.  OTC Markets

Group is not a securities regulator or self-regulatory organization.  These Rules have not

been reviewed by the U.S. Securities and Exchange Commission or any state securities

commissioner, although OTC Markets Group as a matter of policy welcomes comments

and suggestions from these and other regulators.

OTCQX is based upon pragmatic ideals. The success of OTCQX depends on the social

contract that exists among people of good will – in this case, OTCQX issuers and their

advisors – to maintain the integrity of the market it represents and the quality of

information available to investors.

1.2 Application of OTCQX Rules for U.S. Companies

These OTCQX Rules for U.S. Companies consist of certain regulations adopted and

published by OTC Markets Group, which prescribe the rights, privileges and obligations

of issuers with securities qualified to be traded on the OTCQX marketplace and the

nature of the securities that may be traded in any particular premium tier.  The Rules are

necessarily principles-based and should be understood as instituting standards for

conduct, rather than rules establishing minimum compliance requirements.  Accordingly,

the Rules are intended to outline for issuers and investors the standards an issuer must

meet to participate in an OTCQX premium tier, and describe the initial and ongoing

disclosure OTCQX issuers must provide to the investing public.

1.3 Amendment of OTCQX Rules for U.S. Companies

OTC Markets Group may, in its sole and absolute discretion, amend these Rules,

whenever it determines that an amendment is necessary or desirable to enhance the

quality of the market represented by OTCQX, to improve the disclosure of OTCQX

issuers for the benefit of public investors, or for any other reason.  Each amendment

shall be effective 90 days subsequent to its publication in an OTCQX Rules for U.S. OTC Markets Group Inc.     Page 4 of 28

OTCQX Rules for U.S. Companies (v.6.3 October 20, 2011)

Companies Release; provided, however, that in the event OTC Markets Group

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