A private issuer is a corporation that has the following features:
1) It is not an issuer subject to continuous disclosure obligations;
2) It is not an investment fund;
3) It has no more than 50 investors, with the exception of current or past employees of the issuer;
4) Most of its securities are subject to restrictions on
resale or transfer, which could imply the impossibility of selling them for a determined period or even the difficulty of reselling them due to lack of market or buyers;
5) The securities are issued to individuals listed in section 2.4 of Regulation 45-106.