A lot of what you said but,
I agree I don't understand why I have to become an accredited investor to take part in a private placement. Although I imagine that is something I could get, why should I have to? Argueable investing as I am forced to into the open market seems riskier than if I was allowed into a private placement at the same price with an additional bonus share that may be worth something later (although it could be worth nothing later on, isn't that where I am if I am forced to purchase on the public market?).
It is all to protect the rich, the rich are allowed great chances with their money while lowbies are denied such great investments. Look at kick starter, some of those ideas get funded instantly and the product comes around at a realistic price for everyone. Instead of some fat cat rich guy scooping up the idea and selling it for absurd prices and probably producing a crappier product than intially visioned.
Edit: Why does the text seem to randomly change size always haha.