Section 4(a)(2) of the Securities Act, often referred to as the statutory private placement exemption, provides an exemption from the Securities Act registration requirements for offers and sales by an issuer (not a securityholder) “not involving a public offering.” A Section 4(a)(2) private placement cannot involve the use of general solicitation and the exemption is intended to be available for the sale of securities to sophisticated purchasers that can fend for themselves, bear the losses associated with their investment, and who can access the information that they believe necessary to making an investment decision.

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