OTCQB Listing Requirements

…$.01 **[for]** each of the last 30 calendar days; In the event that there is no prior public market and **[a 15c2-11 **[application has been submitted **[to FINR**[A by **[a

OTCQB Initial Certification

…**[To qualify **[for]** the OTCQB, **[all companies **[are required **[to post their initial disclosure on the OTC Markets website and make **[an initial certification. The initial disclosure includes: Confirmation

NYSE MKT Rules

…board of directors be independent and that **[all **[audit and compensation committee members be independent. Moreover, **[audit and compensation committee members **[are subject **[to even more stringent independence requirements. Under

Eligibility Requirements for OTCQX

…Recognized Securities Manual or be subject **[to the reporting requirements of the Exchange **[Act; and Have **[an OTCQX **[Advisor – previously called **[a designated **[advisor **[for]** disclosure or DAD

Ongoing Responsibilities on the OTCQX Market

…regulators, including self-regulatory organizations such **[as FINR**[A Companies must either properly qualify **[for]** **[a blue sky manual exemption or be subject **[to and current in their Exchange **[Act reporting requirements

Regulation A+ Offerings

…of securities by selling security holders **[are limited **[to no more than 30% of **[a **[total particular offering **[for]** **[all Regulation **[A+ offerings. Both tiers will **[allow companies **[to submit…

OTCQX Eligibility Requirements

…its securities and where the company has **[an **[approved **[For]**m 211 with **[a bid price greater than $5 per share. **[A company seeking **[to rely on pro **[for]**m**[a financial statements

The Role of the Going Public Attorney on the OTCQB

…**[addition **[to the same requirements **[for]** **[all issuers **[as previously discussed, **[for]**eign issuers must be listed on **[a Qualified **[For]**eign Exchange and be compliant with SEC Rule 12g3-2(b). **[Also, **[a

NYSE MKT Application

…nomination committee consisting solely of independent directors who recommend nominees **[for]** directors. The NYSE MKT listed company must **[adopt **[a code of conduct **[applicable **[to **[all directors, officers and employees.