Regulation D provides for important exemptions to registration of securities under the Securities Act of 1933. Which of the following would be exempt?

  1. I. Issuance of $500,000 of securities sold in a twelve-month period to forty investors.
  2. II. Issuance of $2,000,000 of securities sold in a twelve-month period to ten investors. The issuer restricts the right of the purchasers to resell for two years.
    1. a. I only.
    2. b. II only.
    3. c. Both I and II.
    4. d. Neither I nor II.