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  • Intrastate Offerings

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  • § 3(a)(11) exempts securities offered and sold only to persons resident in a single state by an issuer incorporated in and doing business in that state

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  • Rule 147 Safe Harbor

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  • Practical limitations

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  • Strict compliance required

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  • Resales limited to state residents until securities come to rest (Rule 147 = 9 mos.)

  • Rule 701

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  • Exemption for compensatory issuances by private companies to directors, employees, consultants and advisorsIn any 12-month period, not more than greatest of:

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  • $1 million

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  • 15% of total assets

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  • 15% of class

  • Disclosure required:

  • Written plan or contract

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  • Additional disclosure if > $5 million sold in any 12-month period

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  • No integration

  • Restricted securities but may be resold 90 days after IPO by non-affiliates

Private Placement Documentation
 

  • Prospective Investor Questionnaire

  • Subscription or Purchase Agreement

  • Purchaser Representations

  • Resale Restrictions

  • Legends

  • May also include:

Registration Rights Agreement

  • Investor Rights Agreement

  • Stockholders’ Agreement

  • Voting Agreement

  • Legal Opinion

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