PART 1: Of the following factors, which one, considered by itself, is most likely to be determinative in deciding whether or not a particular investment is a security? Explain.

1. The investment is in an industry that is very risky, so there is no certainty whether investors will profit.
2. The investment is being sold to over 1,000 purchasers.
3. Investors will receive shares of common stock in return for their investment.
4. The return to investors will depend on how well the business performs over time.

PART 2: Of the factors listed above, which factor, considered by itself, would be the least important in deciding whether the investment is a security? Explain.