The so-called Section 4(a)(1-1/2) exemption is a practitioner created securities offering exemption, acknowledged by the Securities and Exchange Commission, which provides an exemption for the resale of securities by persons (other than the issuer) in a transaction that resembles a Section 4(a)(2) private placement—that is, the securities are sold to sophisticated, institutional accredited or accredited investors in a transaction not involving any general solicitation wherein the purchasers have access to the information they believe necessary to an investment decision. The securities will remain “restricted securities” in the hands of the purchasers.

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