Tilden Moschetti: My name is Tilden Moschetti of the Moschetti Law Group. I'm a syndication attorney and I put together a lot of private placement memorandums. When I do that many times I get asked
the question, should I put together a Regulation D Rule 506(b) offering? Or should I do a rule 506c offering?

As a syndication attorney, most of my practice is within Regulation D. And so many times I hear from syndicators some confusion on whether they should use a the exemptions of rule 506b versus rule
506c. So here's how I explain that decision making to them, there's really two questions, and they kind of give you the guidance that you need. So the first question is, do you know and have a
substantial business relationship with your investors, if you already have all of them, and they're already established, you're a very long way away from, you could either choose 506b, or 506c. Now,
if you don't know l have your investors, if you're gonna need to put it out to the public, that automatically puts you into rule 506c, because if you're gonna need to market, the only way to market is
rule 506. C. The second question is, is every one of your investors and accredited investor, meaning do they meet the test requirement for an accredited investor? If they do, then you can do either
rule 506c, or 506b. And then if they don't, your only choice is rule 506b. So that pushes you back into the 506b category. Now, when you're making the decision on whether or not say you that you know
everybody, but you have all and you only have accredited investors, then it really becomes up to you on which you want to choose. In general 506c is a little bit more complicated to put together,
because it's in best practice to have a third party verifier of the accredited investor status. Under Rule 506b, you can have the accredited investor self verify that they are an accredited investor.
And we do that through a questionnaire. And through your knowledge of what you think their finances actually are. They also sign a statement that says that yes, everything is truthful, and that they
are indeed an accredited investor. Under so I would tend to think that 506b is a little bit easier. But rule 506c is really quite safe, because then you don't run into the issue of having investors,

we're not accredited investors, but saying that they're accredited investors still come into your deal under that kind of false light. So it is safer to go rule 506c, but it is probably easier to go
under Rule 506b. From this, the syndication attorneys point of view, you can do whichever you prefer, it really is deciding Well where does it tip on that side. But if you've got non accredited
investors, then that puts you in 506b but you better know all of them and have a substantial business relationship with them. If you need to advertise, then you're gonna be in 506c, and then you're
going to find out quickly if everybody is an accredited investor because you need to get that third party verification of their accredited investor status. 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 to at ppm.moschettilaw.com.