Fact Pattern 21-2 Alice and Her General Partner, Greg, Own Several Businesses. Alice

Fact Pattern 21-2
Alice and her general partner, Greg, own several businesses. Alice is very interested in salt water aquariums and decides that a good venture for the partnership would be the development of a business to raise tropical fish. She plans to issue stock to start the fish business with the idea that she and Greg will purchase a majority of the stock. She has a friend, Tony, a plastic surgeon with a good practice, who has expressed interest in the venture because he believes that the presence of fish in waiting rooms reduces anxiety and encourages patients to spend more money. Alice does not want to go to the expense and trouble of a formal registration under the 1933 Act and seeks advice on how to avoid that process should the partnership issue securities.
-Refer to fact pattern 21-2. As far as Tony is concerned,which of the following is true?

A) Selling to Tony would not trigger registration requirements because of the professional exemption.
B) Selling to Tony would not trigger registration requirements if it can be established that his income or net worth meets amounts required to qualify him as an accredited investor.
C) Selling to Tony would not trigger registration requirements so long as he purchases under 5% of the stock.
D) Selling to Tony would trigger registration requirements.