ou are asked by the General Counsel of your firm to assist in the preparation of a "cheat sheet" on Regulation S, Rule 144 and Rule 144A. The cheat sheet will be distributed to members of the Board of Directors as part of a briefing on the requirements of these three exemptions. Be sure to describe (1) how each rule or regulation operates, (2) to whom the rule or regulation is intended to be available, and (3) the policy behind each rule or regulation's adoption. The cheat sheet should be presented in a table format with columns for Summary ,Available Purchasers, Disqualifications for Issuers, Investment Limitations,Underlying Policy, and Safe Harbors (as well as any other columns you believe would be useful). With respect to Rule 144, the General Counsel would like the presentation to address both "restricted" and "control" shares. 1. Ernst & Ernst v. Hochfelder, 425 U.S. 185 (1976) 2. Santa Fe Industries, Inc. v. Green, 430 U.S. 462 (1977)

3. Lorenzo v. SEC, 139 S.Ct. 1094 (2019)

4. Martin J. Crisp, David Hennes and R. Daniel O'Connor, Lorenzo v. SEC: Expanded Scope of Securities Fraud Liability, Harvard Law School Forum on Corporate Governance (April 14, 2019)

5. Westlaw Practical Law Exchange Act: Section 10(b) Scheme Liability and Market Manipulation (to be skimmed) 6. Israel David, Potential Rule 10b-5 Liability for Misleading Statements and Omissions, Harvard Law School Forum on Corporate Governance (December 18, 2019)

OPTIONAL:

1. Matthew C. Turk & Karen E. Woody, Recent Development: Justice Kavanaugh, Lorenzo v. SEC and the Post-Kennedy Supreme Court?71 Admin. L. Rev. 193 (2019)

2. Michele Johnson and Colleen Smith, Revisiting Affiliated Ute: Back in Vogue in the 9^th Circuit (May 23, 2017) 3. Tobi Carter Richards, Supreme Court Provides New Lens for Evaluating Rule 10b-5 Liability (May 7, 2019) 4. Christopher Conte, Supreme Court Rules in Lorenzo v. SEC: Defendants Who Disseminate But Do Not "Make" a Statement Can Be Liable Under "Scheme Liability" Provisions of Rule 10b-5 (April 3, 2019) 5. LEXIS Practical Guidance, Liability under the Federal Securities Laws for Securities Offerings, LEXIS at 1-3, 7-11, 13- 15 (April 5, 2022) 6. Harris Fischman, SEC Enforcement: Year in Review, Harvard Law School Forum on Corporate Governance (February 19, 2022)