(1) The following transactions are
exempted from sections 11-51-301 and 11-51-305:
(a) Any isolated nonissuer transaction, whether or not effected through a
broker-dealer;
(b) Any nonissuer distribution of an outstanding security:
(I) If a recognized securities manual contains the name of the issuer, the
names of the issuer's officers and directors, a balance sheet of the issuer as of a
date within the eighteen-month period immediately preceding the date of the
distribution, and a profit and loss statement for either the fiscal year preceding that
date or the most recent year of operations;
(II) If the security has a fixed maturity or a fixed interest or dividend provision
and there has been no default by the issuer during the current fiscal year or within
the three preceding fiscal years, or during the existence of the issuer and any
predecessors if less than three years, in the payment of principal, interest, or
dividend on any security of the issuer;
(III) If any class of securities of the issuer is registered under section 12 of
the federal Securities Exchange Act of 1934;
(IV) If the issuer is an investment company registered under the federal
Investment Company Act of 1940; or
(V) If the issuer of the security has filed and maintained with the securities
commissioner, for not less than ninety days next preceding the transaction, such
information as the securities commissioner may specify by rule and has paid an
exemption fee to be determined and collected as provided in section 11-51-707;
(c) Any nonissuer transaction effected by or through a licensed broker-dealer pursuant to an unsolicited order or offer to buy, if either the confirmation of
the transaction delivered to the customer clearly states that the transaction was
unsolicited or the broker-dealer obtains a written acknowledgment signed by the
customer that the transaction was unsolicited and a copy of the confirmation or the
acknowledgment is preserved by the broker-dealer for such period as the securities
commissioner may, by rule, require;
(d) Any transaction between the issuer or other person on whose behalf the
offering is made and an underwriter or among underwriters;
(e) Any transaction in a bond or other evidence of indebtedness secured by a
mortgage, security interest, or deed of trust or by an agreement for the sale of real
estate or chattels, if the entire mortgage, security interest, deed of trust, or
agreement together with all the bonds or other evidences of indebtedness secured
thereby is offered and sold as a unit;
(f) Any transaction by an executor, administrator, sheriff, marshal, receiver,
trustee in bankruptcy, guardian, or conservator;
(g) Any transaction executed by a bona fide pledgee without any purpose of
evading the provisions of this article;
(h) Any offer or sale to a financial or institutional investor or to a broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity;
(i) Any transaction not involving any public offering;
(j) Any transaction pursuant to an offering of securities directed by the
offeror to not more than twenty persons (other than those designated in paragraph
(h) of this subsection (1)) in this state and sold to not more than ten buyers (other
than those designated in paragraph (h) of this subsection (1)) in this state during any
period of twelve consecutive months, whether or not the offeror or any of the
offerees or buyers is then present in this state, if:
(I) The seller reasonably believes that all the buyers in this state (other than
those designated in paragraph (h) of this subsection (1)) are purchasing for
investment; and
(II) No commission or other remuneration is paid or given directly or
indirectly for soliciting any prospective buyer in this state (other than those
designated in paragraph (h) of this subsection (1)) except to a licensed broker-dealer or a licensed sales representative;
(k) Any offer or sale of a preorganization certificate or subscription if no
commission or other remuneration is paid or given directly or indirectly for soliciting
any prospective subscriber, if the number of subscribers does not exceed twenty-five, and if no payment is made by any subscriber;
(l) Any transaction pursuant to an offer to existing security holders of the
issuer, including persons who at the time of the transaction are holders of
convertible securities, nontransferable warrants, or transferable warrants
exercisable within not more than ninety days of their issuance, if no commission or
other remuneration (other than a standby commission) is paid or given directly or
indirectly for soliciting any security holder in this state except to a licensed or
exempt broker-dealer;
(m) A transaction involving an offer to sell, but not a sale, of a security if:
(I) A registration or offering statement or similar document as required under
the federal Securities Act of 1933 has been filed with the securities and exchange
commission, but is not effective;
(II) A registration statement, if required, has been filed under section 11-51-303, but is not effective; and
(III) No stop order of which the offeror is aware has been entered by the
securities commissioner or the securities and exchange commission;
(n) A transaction involving an offer to sell, but not a sale, of a security if:
(I) A registration statement has been filed under section 11-51-304 but is not
effective; and
(II) No stop order of which the offeror is aware has been entered by the
securities commissioner;
(o) A transaction described in section 11-51-201 (13)(g); and
(p) Any offer or sale of a security in compliance with an exemption from
registration with the securities and exchange commission under section 3(b)(1) or
4(a)(2) of the federal Securities Act of 1933, as amended, 15 U.S.C. secs. 77c (b)(1)
and 77d (a)(2), pursuant to regulations adopted in accordance with the federal act
by the securities and exchange commission; except that an offer or sale of a
security in compliance with an exemption from registration with the securities and
exchange commission under regulation A, codified at 17 CFR 230.251 to 17 CFR
230.263 and adopted pursuant to section 3(b) of the federal Securities Act of
1933, as amended, is not exempted under this section. The issuer shall file with the
securities commissioner a notification of exemption, in a form prescribed by the
securities commissioner, and pay an exemption fee to be determined and collected
pursuant to section 11-51-707.