SECTION 4(a)(2) of the Securities Act of 1933 (the “Act”) exempts from registration “transactions by an issuer not involving any public offering.” It is section 4(a) (2) that permits an issuer to sell securities in a “private placement” without registration under the Act. Section 4(a)(2), however, is only available to the issuer, and not to persons who have acquired securities from the issuer and who want to resell the securities.