b'9. Determine How You Will Solicit Investorsactions in securities for the account of others. 24 Any person who meets this definition must register as a securities broker. 25 Rule 3(a)(4)(1) 26provides a safe harbor exemption from broker registra-tion for persons associated with an issuer of securities. Associated persons of an issuer include any natural person who is a partner, officer, director, or employee of an issuer, the issuer itself, a company or partnership that controls, is controlled by, or is under common control with the issuer. To qualify for the safe harbor of Rule 3(a)(4)(1), the Associated Person must meet all of the following conditions: They must not have been convicted of certain misdemeanor or felo-ny convictions or other bad acts within the past 10 years. 27They cannot be compensated either directly or indirectly for selling securities. 28They must have substantial duties for or on behalf of the issuer oth-er than selling securities. 29They have not been registered as a broker or dealer within the last 12 months. 30They do not participate in selling an offering of securities for any issuer more than once every 12 months. 31The activities of associated persons are restricted to one or more of the following activities: 32The security must be sold through a registered broker-dealer or in-vestment adviser.Their activities are restricted to a) preparation and delivery of writ-ten communication (oral solicitation such as telemarketing is not allowed), the content of which must be approved by a partner, of-24 See SEC Guidance to Broker Dealer Registration, available at http://www.sec.gov/divisions/marketreg/bdguide.htm. 25 Proskauer, Broker dealer concepts, Summary of the Rule 3a4-1 Safe Harbor for Sales of Securities by Officers, Employees and other Associated Persons of the Issu-er 26 17 CFR 240.3(a)(4)(1) 27 Section 3(a)(39) of the Exchange Act 28Rule 3a4-1(a)(2)29 Rule 3a4-1(a)(4)(ii)(A) 30 Rule 3a4-1(a)(2) and Rule 3a4-1(a)(4)(ii)(B) 31 Rule 3a4-1(a)(4)(ii)(C) 32 Rule 3a4-1(a)(4) 105'