Rule 506(b)

Rule 506(b) exempts an issuer of securities from registration under the Securities Act for offerings of an unlimited size. To qualify for the exemption, the securities may only be offered and sold to accredited investors and up to 35 non-accredited investors who meet certain sophistication requirements (such as being officers or directors of the company selling securities). Under Rule 506(b), the issuer may not engage in general solicitation of the offer and must have a reasonable belief that the purchasers are accredited investors or sophisticated, non-accredited investors.