Irrevocable appointment by individual of agent for service of process, pleadings and other papers (pursuant to Regulation A under Securities Act of 1933). Irrevocable appointment by corporation of agent for service of process, pleadings and other papers (pursuant to Regulation A under Securities Act of 1933).. Certificate of resolution authorizing irrevocable appointment by corporation of agent for service of process, pleadings and other papers (pursuant to Regulation A under Securities Act of 1933) - - - Irrevocable appointment by partnership of agent for service of process, pleadings and other papers Form 1-E. GENERAL RULES AND REGULATIONS UNDER THE ARTICLE 1. DEFINITIONS OF TERMS USED IN THE RULES AND REGULATIONS Rule 100 Definitions of Terms Used in the Rules and Regulations (a) As used in the rules and regulations prescribed by the Securities and Exchange Commission pursuant to the Securities Act of 1933, unless the context otherwise requires (1) The term "Commission" means the Securities and Exchange Commission. (2) The term "Act" means the Securities Act of 1933. (3) The term "rules and regulations" refers to all rules and regulations adopted by the Commission pursuant to the Act, including the forms and accompanying instructions thereto. (4) The term "registrant" means the issuer of securities for which a registration statement is filed. (5) The term "agent for service" means the person authorized in the registration statement to receive notices and communications from the Commission. (b) Unless otherwise specifically provided, the terms used in the rules and regulations shall have the meanings defined in the Act. (c) A rule in the General Rules and Regulations which defines a term without express reference to the Act or to the rules and regulations or to a portion thereof defines such terms for all purposes as used both in the Act and in the rules and regulations, unless the context otherwise requires. ARTICLE 2. OFFICE OF THE COMMISSION Rule 110 Business Hours of the Commission The principal office of the Commission at 425 Second Street, NW., Washington, D. C., is open each day, except Saturdays, Sundays and holidays, from 9:00 a. m. to 5: 30 p.m. Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect in Washington. ARTICLE 3. INSPECTION AND PUBLICATION OF REGISTERED INFORMATION Rule 120 Inspection of Registration Statements Except for material contracts or portions thereof accorded confidential treatment pursuant to Rule 485, all registration statements are available for public inspection, during business hours, at the principal office of the Commission in Washington, D. C. Rule 122 Nondisclosure of Information Obtained in the Course of Examinations and Investigations Information or documents obtained by officers or employees of the Commission in the course of any examination or investigation pursuant to section 8 (e) or 20 (a) shall, unless made a matter of public record, be deemed confidential. Officers and employees are hereby prohibited from making such confidential information or documents or any other non-public records of the Commission available to anyone other than a member, officer, or employee of the Commission, unless the Commission authorizes the disclosure of such information or the production of such documents as not being contrary to the public interest. Any officer or employee who is served with a subpoena requiring the disclosure of such information or the production of such documents shall appear in court and, unless the authorization described in the preceding sentence shall have been given, shall respectfully decline to disclose the information or produce the documents called for, basing his refusal upon this rule. Any officer or employee who is served with such subpoena shall promptly advise the Commission of the service of such subpoena, the nature of the information or documents sought, and any circumstances which may bear upon the desirability of making available such information or documents. ARTICLE 4. DEFINITIONS OF TERMS USED IN THE ACT Rule 130 Definition of "Rules and Regulations" as Used in Certain Sections of the Act The term "rules and regulations" as used in sections 7, 10 (a), (c) and (d) and 19 (a) of the Act, shall include the forms for registration of securities under the Act and the related instructions thereto. Rule 133 Definition for Purposes of Section 5 of "Sale", "Offer", "Offer to Sell", and "Offer for Sale" (a) For purposes only of section 5 of the Act, no "sale", "offer", "offer to sell", or "offer for sale" shall be deemed to be involved so far as the stockholders of a corporation are concerned where, pursuant to statutory provisions in the State of incorporation or provisions contained in the certificate of incorporation, there is submitted to the vote of such stockholders a plan or agreement for a statutory merger or consolidation or reclassification of securities, or a proposal for the transfer of assets of such corporation to another person in consideration of the issuance of securities of such other person or voting stock of a corporation which is in control, as defined in section 368 (c) of the Internal Revenue Code of 1954, of such other person, under such circumstances that the vote of a required favorable majority (1) will operate to authorize the proposed transaction so far as concerns the corporation whose stockholders are voting (except for the taking of action by the directors of the corporation involved and for compliance with such statutory provisions as the filing of the plan or agreement with the appropriate State authority), and (2) will bind all stockholders of such corporation except to the extent that dissenting stockholders may be entitled, under statutory provisions or provisions contained in the certificate of incorporation, to receive the appraised or fair value of their holdings. (b) Any person who purchases securities of the issuer from security holders of a constituent corporation with a view to, or offers or sells such securities for such security holders in connection with, a distribution thereof pursuant to any contract or arrangement, made in connection with any transaction specified in paragraph (a), with the issuer or with any affiliate of the issuer, or with any person who in connection with such transaction is acting as an underwriter of such securities, shall be deemed to be an underwriter of such securities within the meaning of section. 2(11) of the Act. This paragraph does not refer to arrangements limited to provision for the matching and combination of fractional interests in securities into whole interests, or the purchase and sale of such fractional interests, among security holders of the constituent corporation and to the sale on behalf of, and as agent for, such security holders of such number of fractional or whole interests as may be necessary to adjust for any remaining fractional interests after such matching. (c) Any constituent corporation, or any person who is an affiliate of a constituent corporation at the time any transaction specified in paragraph (a) is submitted to a vote of the stockholders of such corporation, who acquires securities of the issuer in connection with such transaction with a view to the distribution thereof shall be deemed to be an underwriter of such securities within the meaning of section 2(11) of the Act. A transfer by a constituent corporation to its security holders of securities of the issuer upon a complete or partial liquidation shall not be deemed a distribution for the purpose of this paragraph. (d) Notwithstanding the provisions of paragraph (c) a person specified therein shall not be deemed to be an underwriter nor to be engaged in a distribution with respect to securities acquired in any transaction specified in paragraph (a) which are sold by him in brokers' transactions within the meaning of section 4(2) of the Act, in accordance with the conditions and subject to the limitations specified in paragraph (e) hereof, if such person— (1) does not directly or indirectly solicit or arrange for the solicitation of orders to buy in an |