1. (a) Provide for services customarily rendered to all security holders in connection with the transfer of securities, including the services of transfer agents and registrars;
2. (b) Provide audited financial statements if such statements are needed by the issuer for its own purposes; and

3. (c) Pay all expenses in connection with the sale of securities.

   1. (1) made by a person who purchased such securities from the issuer pursuant to an arm's-length agreement which required the issuer to pay such expenses in the event of a resale by the original purchaser, or made by a transferee of such purchaser, or

   2. (2) made by a security holder where there is no preexisting public market and the other shareholders consent to such payment.

      When an offering is made simultaneously by an issuer and one or more of its security holders, the expenses, except as provided above, should be apportioned among the issuer and the selling security holders in accordance with the aggregate offering price of the securities being sold by each party.

An issuer should not normally pay or assume any liability for expenses, including options to underwriters, incurred in connection with the sale of securities made by or on behalf of a selling security holder, whether or not such expenses constitute selling expenses as defined in Section 260.140.20 of these rules, except that the issuer may: