Suppose that, instead of sending the business plan as in Question 2 above, the principals consulted counsel and informed

Suppose that, instead of sending the business plan as in Question 2 above, the principals consulted counsel and informed her that they wish to develop a prospectus and distribute it to a limited number of high-net-worth investors. Must the securities be registered before marketing or selling them? If not, what exemption(s) could they fall into?

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