MODEL ACCREDITED INVESTOR EXEMPTION
Any offer or sale of a security by an issuer in a transaction that meets the requirements of this
rule is exempted from [Sections requiring registration and filing of advertising materials].
Sales of securities shall be made only to persons who are or the issuer reasonably
believes are accredited investors. “Accredited investor” is defined in 17 CFR
230.501(a) [amendment or successor rule][some states may elect to include the
entire text of SEC Rule 501(a) in lieu of an incorporation by reference].
The exemption is not available to an issuer that is in the development stage that
either has no specific business plan or purpose or has indicated that its business
plan is to engage in a merger or acquisition with an unidentified company or
companies, or other entity or person.
The issuer reasonably believes that all purchasers are purchasing for investment
and not with the view to or for sale in connection with a distribution of the
security. Any resale of a security sold in reliance on this exemption within 12
months of sale shall be presumed to be with a view to distribution and not for
investment, except a resale pursuant to a registration statement effective under
sections [insert registration sections] or to an accredited investor pursuant to an
exemption available under [state securities act].
(1) The exemption is not available to an issuer if the issuer, any of the issuer’s
predecessors, any affiliated issuer, any of the issuer’s directors, officers, general
partners, beneficial owners of 10% or more of any class of its equity securities,
any of the issuer’s promoters presently connected with the issuer in any capacity,
any underwriter of the securities to be offered, or any partner, director or officer
of such underwriter:
within the last five years, has filed a registration statement which is the
subject of a currently effective registration stop order entered by any
state securities administrator or the United States Securities and