b'6. Choose Your Securities ExemptionREGULATIONS FOR NON-U.S. INVESTORS Regulation S applies to raising funds from foreign investors. For SEC purposes, U.S. persons are defined as U.S. residents or citizens, U.S. com-panies and persons living in the U.S. regardless of nationality, or U.S. res-idents living abroad (Rule 902(k)). Non-U.S. persons are all others. There is no prohibition against bringing non-U.S. persons into a Reg-ulation D, Rule 506 offering. If you only expect a few non-U.S. investors, that may be the best choice, but if all investors in your offering will be non-U.S. persons, conducting your offering under the Regulation S ex-emption from registration is the appropriate choice. Regulation S and Rule 144The applicable laws are found in Regulation S (17 CFR230.901 through 230.905; also known as Rules 901 through 905) and Rule 144. Like Regula-tion D, Regulation S provides a safe harbor to issuers of securities from the registration requirements of the Securities Act of 1933, as long as the offer and sale of securities complies with the Regulation S rules. For Regulation S, that means the offering must occur exclusively offshore (no targeted sell-ing efforts in the U.S.)and the offering must meet other conditions. Benefits of a Regulation S OfferingThe benefits of a Regulation S offering are described below:Under Regulation S, issuers can sell securities offshore without regard for the sophistication, number of investors, or dollar amount of the offering. Unlike Regulation D, Regulation S does not contain specif-ic disclosure requirements. Although a PPM is not required for a Regulation S offering, it would be prudent to provide one to ensure the foreign investors understand the structure, risks and conflicts associated with an offering.In addition, Regulation S permits issuers and distributors to ad-vertise the offering offshore, which may otherwise be prohibited in a private placement offered to U.S. persons. 12 12 Final Rule: Offshore Offers and Sales (Regulation S), Part 1 of 2, Securities and Exchange Commission, 17 CFR Parts 230 and 249, (Release No. 33-7505; 34-39668; 63'