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pursuant to section 15 of the Securities Exchange Act of 1934; insurance company as defined in section 2(13) of the Act; investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of

$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar

business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director,

executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his pur

chase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint

income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of

reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities

offered, whose purchase is directed by a sophisticated person as described in $230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (b) Affiliate. An “affiliate” of, or person "affiliated” with, a specified person shall mean a person that directly, or indirectly

through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. (c) Aggregate offering price. "Aggregate offering price” shall mean the sum of all cash, services, property, notes, cancella

tion of debt, or other consideration received by an issuer for issuance of its securities. Where securities are being offered for both cash and non-cash consideration, the aggregate offering price shall be based on the price at which the securities are offered for cash. If securities are not offered for cash, the aggregate offering price shall be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence

of sales, on the fair value as determined by an accepted standard. (d) Business combination. Business combination” shall mean any transaction of the type specified in paragraph (a) of Rule

145 under the Act (17 CFR 230.145) and any transaction involving the acquisition by one issuer, in exchange for all or a part of its own or its parent's stock, of stock of another issuer if, immediately after the acquisition, the acquiring issuer

has control of the other issuer (whether or not it had control before the acquisition). (e) Calculation of number of purchasers. For purposes of calculating the number of purchasers under $8230.505(b) and

230.506(b) only, the following shall apply:
(1) The following purchasers shall be excluded:

(i) Any relative, spouse or relative of the spouse of a purchaser who has the same principal residence as the purchaser;
(ii) Any trust or estate in which a purchaser and any of the persons related to him as specified in paragraph (e)(1)(i)

or (e)(1)(iii) of this $230.501 collectively have more than 50 percent of the beneficial interest (excluding contingent

interests); (iii) Any corporation or other organization of which a purchaser and any of the persons related to him as specified

in paragraph (e)(1)(i) or (e)(1)(ii) of this $230.501 collectively are beneficial owners of more than 50 percent of

the equity securities (excluding directors' qualifying shares) or equity interests; and (iv) Any accredited investor. (2) A corporation, partnership or other entity shall be counted as one purchaser. If, however, that entity is organized

for the specific purpose of acquiring the securities offered and is not an accredited investor under paragraph (a)(8) of this $230.501, then each beneficial owner of equity securities or equity interests in the entity shall count as a separate purchaser for all provisions of Regulation D.

(3) A non-contributory employee benefit plan within the meaning of Title I of the Employee Retirement Income Security

Act of 1974 shall be counted as one purchaser where the trustee makes all investment decisions for the plan.
Note: The issuer must satisfy all the other provisions of Regulation D for all purchasers whether or not they are in-
cluded in calculating the number of purchasers. Clients of an investment adviser or customers of a broker or dealer
shall be considered the purchasers" under Regulation D regardless of the amount of discretion given to the invest-

ment adviser or broker or dealer to act on behalf of the client or customer. (1) Executive officer. Executive officer” shall mean the president, any vice president in charge of a principal business unit,

division or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the issuer. Executive officers of subsidiaries may

be deemed executive officers of the issuer if they perform such policy making functions for the issuer. (g) Issuer. The definition of the term “issuer” in section 2(4) of the Act shall apply, except that in the case of a proceeding

under the Federal Bankruptcy Code (11 U.S.C. 101 et seq.), the trustee or debtor in possession shall be considered the

issuer in an offering under a plan or reorganization, if the securities are to be issued under the plan. (h) Purchaser representative. “Purchaser representative" shall mean any person who satisfies all of the following conditions

or who the issuer reasonably believes satisfies all of the following conditions: (1) Is not an affiliate, director, officer or other employee of the issuer, or beneficial owner of 10 percent or more of

any class of the equity securities or 10 percent or more of the equity interest in the issuer, except where the purchaser is:

(i) A relative of the purchaser representative by blood, marriage or adoption and not more remote than a first cousin; (ii) A trust or estate in which the purchaser representative and any persons related to him as specified in paragraph

(h)(1)(i) or (h)(1)(ii) of this $230.501 collectively have more than 50 percent of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capaci

ty; or (iii) A corporation or other organization of which the purchaser representative and any persons related to him as

specified in paragraph (h)(1)(i) or (h)(1)(ii) of this $230.501 collectively are the beneficial owners of more than

50 percent of the equity securities (excluding directors' qualifying shares) or equity interests; (2) Has such knowledge and experience in financial and business matters that he is capable of evaluating, alone, or to

gether with other purchaser representatives of the purchaser, or together with the purchaser, the merits and risks of

the prospective investment; (3) Is acknowledged by the purchaser in writing, during the course of the transaction, to be his purchaser representative

in connection with evaluating the merits and risks of the prospective investment; and (4) Discloses to the purchaser in writing prior to the acknowledgment specified in paragraph (h)(3) of this $230.501 any

material relationship between himself or his affiliates and the issuer or its affiliates that then exists, that is mutually
understood to be contemplated, or that has existed at any time during the previous two years, and any compensation
received or to be received as a result of such relationship.
Note 1: A person acting as a purchaser representative should consider the applicability of the registration and an-
tifraud provisions relating to brokers and dealers under the Securities Exchange Act of 1934 ("'Exchange Act") (15
U.S.C. 78a et seq., as amended) and relating to investment advisers under the Investment Advisers Act of 1940.
Note 2: The acknowledgment required by paragraph (h)(3) and the disclosure required by paragraph (h)(4) of this
$230.501 must be made with specific reference to each prospective investment. Advance blanket acknowledgment,
such as for "all securities transactions” or “all private placements,” is not sufficient.
Note 3: Disclosure of any material relationships between the purchaser representative or his affiliates and the issuer
or its affiliates does not relieve the purchaser representative of his obligation to act in the interest of the purchaser.

General Conditions to be Met

Reg. § 230.502. The following conditions shall be applicable to offers and sales made under Regulation D: (a) Integration. All sales that are part of the same Regulation D offering must meet all of the terms and conditions of Regula

tion D. Offers and sales that are made more than six months before the start of a Regulation D offering or are made more than six months after completion of a Regulation D offering will not be considered part of that Regulation D offering, so long as during those six month periods there are no offers or sales of securities by or for the issuer that are of the same or a similar class as those offered or sold under Regulation D, other than those offers or sales of securities under an employee benefit plan as defined in Rule 405 under the Act (17 CFR 230.405).

Note: The term "offering" is not defined in the Act or in Regulation D. If the issuer offers or sells securities for which the safe harbor rule in paragraph (a) of this $230.502 is unavailable, the determination as to whether separate sales of securities are part of the same offering (i.e. are considered “integrated”) depends on the particular facts and circumstances. Generally, transactions otherwise meeting the requirements of an exemption will not be integrated with simultaneous offerings being made outside the United States effected in a manner that will result in the securities coming to rest abroad. See Release No. 33-4708 (July 9, 1964) (29 F.R. 828). The following factors should be considered in determining whether offers and sales should be integrated for purposes of the exemptions under Regulation D: (a) whether the sales are part of a single plan of financing; (b) whether the sales involve issuance of the same class of securities; (c) whether the sales have been made at or about the same time; (d) whether the same type of consideration is received; and

(e) whether the sales are made for the same general purpose. See Release No. 33-4552 (November 6, 1962) (27 FR 11316).

(b) Information requirements.
(1) When information must be furnished.

(i) If the issuer sells securities either under $230.504 or only to accredited investors, paragraph (b) of this 8230.502

does not require that specific information be furnished to purchasers. (ii) If the issuer sells securities under $230.505 or $230.506 to any purchaser that is not an accredited investor, the

issuer shall furnish the information specified in paragraph (b)(2) of this $230.502 to all purchasers during the

course of the offering and prior to sale. (2) Type of information to be furnished.

(i) If the issuer is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, the issuer

shall furnish the following information, to the extent material to an understanding of the issuer, its business,
and the securities being offered:
(A) Offerings up to $2,000,000. The same kind of information as would be required in Part II of Form 1-A (17

CFR 239.90), except that the issuer's balance sheet, which shall be dated within 120 days of the start of the

offering, must be audited. (B) Offerings up to $7,500,000. The same kind of information as would be required in Part I of Form S-18 (17

CFR 239.28), except that only the financial statements for the issuer's most recent fiscal year must be certified by an independent public or certified accountant. If Form S-18 is not available to an issuer, then the issuer shall furnish the same kind of information as would be required in Part I of a registration statement filed under the Act on the form that the issuer would be entitled to use, except that only the financial statements for the most recent two fiscal years prepared in accordance with generally accepted accounting principles shall be furnished and only the financial statements for the issuer's most recent fiscal year shall be certified by an independent public or certified accountant. If an issuer, other than a limited partnership, cannot obtain audited financial statements without unreasonable effort or expense, then only the issuer's balance sheet, which shall be dated within 120 days of the start of the offering, must be audited. If the issuer is a limited partnership and cannot obtain the required financial statements without unreasonable effort or expense, it may furnish financial statements that have been prepared on the basis of federal income tax requirements and examined and reported on in accordance with generally accepted auditing standards by an independent

public or certified accountant. (C) Offerings over $7,500,000. The same kind of information as would be required in Part I of a registration

statement filed under the Act on the form that the issuer would be entitled to use. If an issuer, other than a limited partnership, cannot obtain audited financial statements without unreasonable effort or expense, then only the issuer's balance sheet, which shall be dated within 120 days of the start of the offering, must be audited. If the issuer is a limited partnership and cannot obtain the required financial statements without unreasonable effort or expense, it may furnish financial statements that have been prepared on the basis of federal income tax requirements and examined and reported on in accordance with generally accepted

auditing standards by an independent public or certified accountant. (D) If the issuer is a foreign private issuer eligible to use Form 20-F ($249.220f of this chapter) the issuer shall

disclose the same kind of information required to be included in a registration statement filed under the Act on the form that the issuer would be entitled to use. The financial statements need be certified only to the

extent required by paragraph (b)(2)(i)(A) or (B) as appropriate.
(ii) If the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, the issuer shall

furnish the information specified in paragraph (b)(2)(ii)(A) or (b)(2)(iii(B), and in either event the information
specificd in paragraph (b)(2)(ii)(C) of this $230.502:
(1) The issuer's annual report to shareholders for the most recent fiscal year, if such annual report meets the

requirements of $240.14a-3 or 240.14c-3 under the Exchange Act, the definitive proxy statement filed in con-
ncction with that annual report, and, if requested by the purchaser in writing, a copy of the issuer's most

recent Form 10-K (17 CFR 249.310) under the Exchange Act. (B) The information contained in an annual report on Form 10-K under the Exchange Act or in a registration

statement on Form S-1 [17 CFR 239.11) under the Act or on Form 10 (17 CFR 249.210) under the Exchange

Act, whichever filing is the most recent required to be filed. (C) The information contained in any reports or documents required to be filed by the issuer under sections 13(a),

14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the report or registration statement specified in paragraph (A) or (B), and a brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in the issuer's affairs that are not disclosed in the

documents furnished. (D) If the issuer is a foreign private issuer eligible to use Form 20-F, the issuer may provide in lieu of the informa

tion specified in paragraphs (b)(2)(ii)(A) or (B) of this section, the information contained in its most recent

filing on Form 20-F or Form F-1 (8239.31 of the chapter). (iii) Exhibits required to be filed with the Commission as part of a registration statement or report, other than an

annual report to shareholders or parts of that report incorporated by reference in a Form 10-K report, need not be furnished to each purchaser if the contents of the exhibits are identified and the exhibits are made available

to the purchaser, upon his written request, prior to his purchase. (iv) At a reasonable time prior to the purchase of securities by any purchaser that is not an accredited investor in

a transaction under $230.505 or 230.506, the issuer shall furnish the purchaser a brief description in writing of any written information concerning the offering that has been provided by the issuer to any accredited investor. The issuer shall furnish any portion or all of this information to the purchaser, upon his written request, prior

to his purchase. (v) The issuer shall also make available to each purchaser at a reasonable time prior to his purchase of securities

in a transaction under $230.505 or 230.506 the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the issuer possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished

under paragraph (b)(2)(i) or (ii) of this $230.502. (vi) For business combinations or exchange offers, in addition to information required by Form S-4 (17 CFR 239.25),

the issuer shall provide to each purchaser at the time the plan is submitted to security holders, or, with an exchange, during the course of the transaction and prior to sale, written information about any terms or arrangements of the proposed transactions that are materially different from those for all other security holders. For purposes of this subsection, an issuer which is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act may satisfy the requirements of Part I.B. or C. of Form S-4 by compliance with paragraph (b)(2)(i) of this $230.502.

(c) Limitation on manner of offering. Except as provided in $230.504(b)(1), neither the issuer nor any person acting on its

behalf shall offer or sell the securities by any form of general solicitation or general advertising, including, but not limited to, the following: (1) Any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media

or broadcast over television or radio; and (2) Any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (d) Limitations on resale. Except as provided in 8230.504(b)(1), securities acquired in a transaction under Regulation D shall

have the status of securities acquired in a transaction under section 4(2) of the Act and cannot be resold without registration under the Act or an exemption therefrom. The issuer shall exercise reasonable care to assure that the purchasers of the securities are not underwriters within the meaning of section 2(11) of the Act, which reasonable care shall include, but not be limited to, the following: (1) Reasonable inquiry to determine if the purchaser is acquiring the securities for himself or for other persons;

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(2) Written disclosure to each purchaser prior to sale that the securities have not been registered under the Act and, there

fore, cannot be resold unless they are registered under the Act or unless an exemption from registration is available; and (3) Placement of a legend on the certificate or other document that evidences the securities stating that the securities have

not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the securities.

Filing of Notice of Sales

Reg. $230.503.

(a) The issuer shall file with the Commission five copies of a notice on Form D (17 CFR 239.500) no later than 15 days

after the first sale of securities in an offering under Regulation D. (b) One copy of every notice on Form D shall be manually signed by a person duly authorized by the issuer. (c) If sales are made under $230.505, the notice shall contain an undertaking by the issuer to furnish to the Commission,

upon the written request of its staff, the information furnished by the issuer under $230.502(b)(2) to any purchaser that

is not an accredited investor. (d) Amendments to notices filed under paragraph (a) of this $230.503 need only report the issuer's name and the information

required by Part C and any material change in the facts from those set forth in Parts A and B. (e) A notice on Form D shall be considered filed with the Commission under paragraph (a) of this $230.503:

(1) As of the date on which it is received at the Commission's principal office in Washington, D.C.; or (2) As of the date on which the notice is mailed by means of United States registered or certified mail to the Commission's

principal office in Washington, D.C., if the notice is delivered to such office after the date on which it is required to be filed.

Exemption for Limited Offers and Sales of Securities Not Exceeding $1,000,000

Reg. 8230.504. (a) Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of this $230.504 by an issuer that

is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and that is not an investment company shall be exempt from the provisions of section 5 of the Act under section 3(b) of the Act.

(b) Conditions to be met. (1) General Conditions. To qualify for exemption under this $230.504, offers and sales must satisfy the terms and condi

tions of $8230.501 through 230.503, except that the provisions of $8230.502(c) and (d) shall not apply to offers and sales of securities under this $230.504 that are made

(i) exclusively in one or more states each of which provides for the registration of the securities and requires the

delivery of a disclosure document before sale and that are made in accordance with those state provisions; or (ii) in one or more states which have no provision for the registration of the securities and the delivery of a disclosure

document before sale, if the securities have been registered in at least one state which provides for such registration and delivery before sale, offers and sales are made in the state of registration in accordance with the state provisions, and such document is in fact delivered to all purchasers in the states which have no such procedure,

before the sale of securities. (2) Specific condition. Limitation on aggregate offering price. The aggregate offering price for an offering of securities

under this $230.504, as defined in $230.501(c), shall not exceed $1,000,000, less the aggregate offering price for all
securities sold within the twelve months before the start of and during the offering of securities under this $230.504
in reliance on any exemption under section 3(b) of the Act or in violation of section 5(a) of the Act, provided that
no more than $500,000 of such aggregate offering price is attributable to offers and sales of securities without registra-
tion under a state's securities laws.
Note 1: The calculation of the aggregate offering price is illustrated as follows:

Example 1. If an issuer sells $500,000 worth of its securities pursuant to state registration on January 1, 1988
under this $230.504, it would be able to sell an additional $500,000 worth of securities either pursuant to state
registration or without state registration during the ensuing twelve-month period, pursuant to this $230.504.
Example 2. If an issuer sold $900,000 pursuant to state registration on June 1, 1987 under this $230.504 and
an additional $4,100,000 on December 1, 1987 under $230.505, the issuer could not sell any of its securities under

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