b'1933)2 unless exempt. The most common federal exemptions fall under Regulation D, which offers several exemptions defined by a set of Rules, including Rule 504, Rule 506(b) and Rule 506(c).Every state has its own securities regulatory division and their own intrastatesecuritiesexemptions.Virtuallyallstateshaveadoptedthe definitions of accredited and sophisticated investors set forth in the federal rules, and further described below.Following an applicable exemption allows an issuer to avoid having to pre-registeritsofferingwiththeSECand/orstatesecuritiesagencies, although notice filings may be required within certain timeframes. Belowaresomeconsiderationsthatapplytoallexemptsecurities offerings: Securities laws (federal and state) generally prohibit paying commissions to anyone except for licensed securities brokers. This precludes paying finders fees to unlicensed persons who refer investors to a securities offering, with limited exceptions (See Chapter 26).Securities sold under securities exemptions are considered restricted securities and may not be re-sold within one year of purchase. 2See15U.S.C.77aetseq.,asamended . 41'