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Private Placements of Securities in California:

1 - General Purpose of Securities Laws

2 - California Law

3 - What is a Security?

4 - Definition of Offer and Sale

5 - Offers and Sales Covered by California Law

6 - Types of Transactions Under California Law

7 - Federal Preemption of California Law

8 - What is a "Covered Security"

9 - Offers and Sales of Securities Exempt from Issuer Transactions

10 - Securities Exempt from Nonissuer Transactions

11 - Unless Exempt, Qualification Required

12 - Enforcement

13 - Summary