Tilden Moschetti: My name is Tilden, Moschetti. I'm the founder of Moschetti Law Group. I'm a syndication attorney. And one question I oftentimes hear from syndicators is how do I go about marketing,
my private placement offering?

As a syndication attorney many times, I've heard the question of how exactly should I market my offering? Well, the question of that actually becomes a little bit complicated. And it becomes
complicated because of the rules of the SEC. So I'm going to go under the assumption that we're talking about Regulation D here. Regulation D offerings. We'll talk a little bit about the other kinds
of offerings in a second. But I really want to focus in on Regulation D, because most of my clients are doing that. So when somebody wants to do an offering through Regulation D, most of the time,
they're either talking about rule 506b, or rule 506c. The rule 506b, when it comes to marketing, the answer is no, you don't market the property, you cannot or the investment, you can't market under
506b. Under 506b, the SEC is very clear, this is not for public consumption. This is something that you only discuss with people that you have substantial business relationship with. And you cannot
advertise it in any forms. They very specifically call out what syndicators used to do, where they would put on seminars, and invite people into the seminar and then market that specifically, whatever
their offering is to them. You can't do that under 506b, under 506c, however, you can mark it all you want. Because now under 506c, you know, you are not going to be taking any non accredited
investors. So you could put up a billboard, you could put an ad in the newspaper, you can put it on the internet, you can put it on social media, whatever it is, you can advertise to your heart's
content. Now, I'd advise you, it's probably in your best interest to say this is for accredited investors only. Because it's kind of annoying to have to field calls from non invest non accredited
investors and say, sorry, you're not able to invest in this. But you can advertise to the entire world. And when can you do that you can actually start advertising immediately, before you've even done

a private placement memorandum, before you've done anything else before you do anything. Because the only restriction that you have is you can't advertise it, and then take their money without putting
in those additional things in place. So you need to make sure that they are accredited investors before you take their money. They should get a copy of your private placement memorandum, the operating
agreement, and then they can subscribe through that subscription agreement. That's the best way to do it. But you can start advertising immediately. Now you obviously want to make a good case for why
your investment is different and worthy of getting invested into. But that's also a marketing question. So how can you market that in the best form? So I promised you earlier that we talked about a
couple other ways in order to get raised capital. So there's also Regulation A, which is different than Regulation D substantially. So under Regulation A are actually are filing documents with the SEC
for their registration. So Regulation D is an exemption to registration. Regulation A is actually registering with the SEC, they review it, there's a lot of work that goes into making sure that a
reggae offering is a good offering before you get approval from the SEC to start using it start collecting money from but like a Regulation D under Regulation A you can start advertising it
immediately. You just cannot take any money until it is been approved. The last one is regulation CF regulation. CF stands for crowdfunding and its whole purpose is to be able to raise money in a
crowdfunding type environment. The restriction there is that all the money that comes in must come in through what's called a registered portal. So that isn't just a website that you put up your own
portal. It must be registered with FINRA, which is a regulatory body that works with the SEC in order to make sure that offerings are disclosed in the right way and that the investors know what

they're getting into. So a Regulation CF is okay to advertise you as a sponsor can advertise it, but all the money that comes in must be going through that Regulation CF investor portal. So those are
the ways that you can market your offering. Again, Regulation D, we're talking 506c, market to your heart's content, regulation 506b,

you can talk to your friends and family but I would not talk about it elsewhere. It just is not worth it. If you need some help with your syndication, be it for real estate, you're an entrepreneur,
you're raising some capital for your business or you're putting together that new cryptocurrency hedge fund. Give us a call. My name is Tilden Moschetti. I am a syndication attorney or visit us online
on at www.moschettilaw.com or if you need help just with your private placement memorandums, we've got you covered there too. ppm.moschettilaw.com