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Global University, a private nonprofit educational institution located in New Jersey, decides to issue Shares in Learning certificates in a one-time offering to the public.

Global University, a private nonprofit educational institution located in New Jersey, decides to issue "Shares in Learning" certificates in a one-time offering to the public. These shares will be sold for $500 each and entitle the bearer to redeem each certificate for two undergraduate or one graduate college credit in any of its schools at any time in the future. The shares may also be resold without restriction by the initial purchaser. The offering will be made via the Internet.

Answer the following questions:

Will the offering need to be registered with the Securities and Exchange Commission (SEC) under the Securities Act of 1933? Explain.

Does your answer differ if "Shares in Learning" are issued by Global College, a proprietary for-profit institution that does business in all 50 states? Why?

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