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| Rule 505 |
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| Rule 505 provides an exemption for offers
and sales of securities totaling up to $5 million in any
12-month period. Under this exemption, you may sell to
an unlimited number of "accredited
investors" and up to 35 other persons who do
not need to satisfy the sophistication or wealth standards
associated with other exemptions. Purchasers must buy
for investment only, and not for resale. The issued securities
are "restricted." Consequently, you must inform
investors that they may not sell for at least a year without
registering the transaction. You may not use general solicitation
or advertising to sell the securities. |
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| It is up to you to decide what information
you give to accredited investors, so long as it does not
violate the antifraud prohibitions. Nevertheless, you
must give non-accredited investors disclosure documents
that generally are the same as those used in registered
offerings. If you provide information to accredited investors,
you must make this information available to the non-accredited
investors as well. You must also be available to answer
questions by prospective purchasers. |
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