§ 7-11-402 Exempt transactions. – The following transactions are exempt from §§ 7-11-301 and 7-11-404:
(1) An isolated nonissuer transaction, whether or noteffected through a broker dealer;
(2) A nonissuer transaction in an outstanding security if theissuer of the security has a class of securities subject to registration under§ 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, and hasbeen subject to the reporting requirements of § 13 or § 15(d) of theSecurities Exchange Act of 1934, 15 U.S.C. §§ 78m and 78o(d), for notless than ninety (90) days before the transaction; or has filed and maintainedwith the director for not less than ninety (90) days before the transactioninformation, in any form that the director, by rule, specifies, substantiallycomparable to the information which the issuer would be required to file under§ 12(b) or § 12(g) of the Securities Exchange Act of 1934, 15 U.S.C.§§ 78l(b) or 78l(g), were the issuer to have a class of itssecurities registered under § 12 of the Securities Exchange Act of 1934and paid a fee with the filing of three hundred dollars ($300);
(3) A nonissuer transaction if a security
(i) of a class outstanding in the hands of the public for notless than ninety (90) days before the transaction is a nationally recognizedsecurities manual designated by the director, by rule or order, contains thenames of the issuer's officers and directors, a statement of financialcondition of the issuer as of a date within the last eighteen (18) months, anda statement of income or operations for either the last fiscal year before thatdate or the most recent year of operation or
(ii) if the security has a fixed maturity or a fixed interestor dividend provision and there has been no default during the current fiscalyear or within the three (3) preceding years, or during the existence of theissuer and any predecessors if less than three (3) years, in the payment ofprincipal, interest, or dividends on the security;
(4) A nonissuer transaction effected by or through aregistered broker dealer pursuant to an unsolicited order or offer to purchase;but the director may by rule require that the customer acknowledge upon aspecified form that the sale was unsolicited, and that a signed copy of eachform be preserved by the broker dealer for a specified period;
(5) A transaction between the issuer or other person on whosebehalf the offering of a security is made and an underwriter, or a transactionamong underwriters;
(6) A transaction in a bond or other evidence of indebtednesssecured by a real estate mortgage, deed of trust, personal property securityagreement, or by an agreement for the sale of real estate or personal property,if the entire mortgage, deed of trust, or agreement, together with all thebonds or other evidences of indebtedness secured by them, is offered and soldas a unit;
(7) A transaction by an executor, administrator, sheriff,marshal, receiver, trustee in bankruptcy, guardian, or conservator;
(8) A transaction executed by a bona fide secured partywithout a purpose of evading this chapter;
(9) An offer to sell or sale of a security to a financial orinstitutional investor or to a broker dealer;
(10) A transaction pursuant to an offer directed by theofferor to no more than twenty-five (25) purchasers in this state, other thanthose designated in subdivision (9), during any twelve (12) consecutive months;no general solicitation or general advertising is used in connection with theoffer to sell or sale of the securities; and no commission or other similarcompensation is paid or given, directly or indirectly, to a person, other thana broker dealer licensed or not required to be licensed under this chapter, forsoliciting a prospective purchaser in this state; and either:
(i) the seller reasonably believes that all the purchasers inthis state, other than those designated in subdivision (9) are purchasing forinvestment; or
(ii) immediately before and immediately after thetransaction, the issuer reasonably believes that the securities of the issuerare held by fifty (50) or fewer beneficial owners, other than those designatedin paragraph (9) and the transaction is part of an aggregate offering that doesnot exceed one million dollars ($1,000,000) during any twelve (12) consecutivemonths.
(11) An offer to sell or sale of a preorganizationcertificate or subscription if no commission or other similar compensation ispaid or given, directly or indirectly, for soliciting a prospective subscriber;no public advertising or general solicitation is used in connection with theoffer to sell or sale; the number of subscribers does not exceed ten (10); andno payment is made by a subscriber;
(12) An offer to sell or sale of a preorganizationcertificate or subscription agreement issued in connection with theorganization of a depository institution if that organization is under thesupervision of an official or agency of any state or of the United States whichhas and exercises the authority to regulate and supervise the organization ofthe depository institution. For the purposes of this paragraph, supervision ofthe organization by an official or agency means that the official or agency bylaw has authority to require disclosures to prospective investors similar tothat required under § 7-11-304, impound proceeds from the sale ofpreorganization certificates or subscription agreements until organization ofthe depository institution is completed, and require refund to investors if thedepository institution does not obtain a grant of authority from theappropriate official or agency;
(13) A transaction pursuant to an offer to sell to existingsecurity holders of the issuer, including persons who at the time of thetransaction are holders of transferable warrants exercisable within not morethan ninety (90) days after their issuance, convertible securities, ornontransferable warrants, if:
(i) No commission or other similar compensation, other than astandby commission, is directly or indirectly paid or given, for soliciting asecurity holder in this state; or
(ii) The issuer first files a notice specifying the terms ofthe offer to sell and the director does not by order disallow the exemptionwithin the next five (5) full business days;
(14) A transaction involving an offer to sell, but not asale, of a security not exempt from registration under the Securities Act of1933, 15 U.S.C. § 77a et seq. if:
(i) A registration or offering statement or similar documentas required under the Securities Act of 1933, 15 U.S.C. § 77a et seq. hasbeen filed, but is not effective;
(ii) A registration statement, if required, has been filedunder this chapter, but is not effective; and
(iii) No stop order of which the offeror is aware has beenentered by the director or the securities and exchange commission, and noexamination or public proceeding that may culminate in that kind of order isknown by the offeror to be pending;
(15) A transaction involving an offer to sell, but not asale, of a security exempt from registration under the Securities Act of 1933,15 U.S.C. § 77a et seq. if:
(i) A registration statement has been filed under thischapter, but is not effective; and
(ii) No stop order of which the offeror is aware has beenentered by the director and no examination or public proceeding that mayculminate in that kind of order is known by the offeror to be pending;
(16) A transaction involving the distribution of thesecurities of an issuer to the security holders of another person in connectionwith a merger, consolidation, exchange of securities, sale of assets, or otherreorganization to which the issuer, or its parent or subsidiary, and the otherperson, or its parent or subsidiary, are parties, if:
(i) The securities to be distributed are registered under theSecurities Act of 1933, 15 U.S.C. § 77a et seq. before the consummation ofthe transaction; or
(ii) The securities to be distributed are not required to beregistered under the Securities Act of 1933, 15 U.S.C. § 77a et seq.,written notice of the transaction and a copy of the materials, if any, by whichapproval of the transaction will be solicited is given to the director at leastten (10) days before the consummation of the transaction and the director doesnot disallow by order the exemption within the next ten (10) days; and
(17) A transaction involving the offer to sell or sale of oneor more promissory notes each of which is directly secured by a first lien on asingle parcel of real estate, or a transaction involving the offer to sell orsale of participation interests in the notes if the notes and participationinterests are originated by a depository institution and are offered and soldsubject to the following conditions:
(A) The minimum aggregate sales price paid by each purchasermay not be less than two hundred and fifty thousand dollars ($250,000);
(B) Each purchaser must pay cash either at the time of thesale or within sixty (60) days after the sale; and
(C) Each purchaser may buy for that person's own account only;
(ii) A transaction involving the offer to sell or sale of oneor more promissory notes directly secured by a first lien on a single parcel ofreal estate or participation interests in the notes, if the notes andparticipation interests are originated by a mortgagee approved by the secretaryof housing and urban development under §§ 203 and 211 of the NationalHousing Act, 12 U.S.C. §§ 1709 and 1715b, and are offered or sold,subject to the conditions specified in subsection (17)(i), to a depositoryinstitution or insurance company, the federal home loan mortgage corporation,the federal national mortgage association, or the government national mortgageassociation; and
(iii) A transaction between any of the persons described insubparagraph (ii) involving a nonassignable contract to buy or sell thesecurities described in subparagraph (i) which contract is to be completedwithin two (2) years if:
(A) The seller of the securities pursuant to the contract isone of the parties described in paragraph (i) or (ii) who may originatesecurities;
(B) The purchaser of securities pursuant to a contract is anyother person described in paragraph (ii); and
(C) The conditions described in paragraph (i) are fulfilled.
(18) Any offer or sale of securities made in reliance on theexemptions provided by Rule 505 or 506 of regulation D as may be amended fromtime to time, under the Securities Act of 1933, 15 U.S.C. § 77a et seq.,and the provisions of the rules under that Act as amended from time to time;provided:
(i) No commission or other remuneration may be paid or givendirectly or indirectly, to any person for soliciting or selling to any personin this state in reliance on this exemption, except to persons registered under§§ 7-11-201 – 7-11-204;
(ii) Not later than ten (10) days, or a shorter period thatmay be permitted by order of the director, prior to the first sale ofsecurities in reliance on this exemption, there is filed with the director:
(A) A Uniform Consent to Service of Process (Form U2);
(B) A notice of original filing on Form D; and
(C) A fee of three hundred dollars ($300).
No exemption is available for the securities of any issuer ifany of the parties described in securities and exchange commission regulationA. Rule 230.252, Section (c), (d), (e) or (f) under the Securities Act of 1933are disqualified pursuant to a rule adopted by the director.
§ 7-11-402 Exempt transactions. – The following transactions are exempt from §§ 7-11-301 and 7-11-404:
(1) An isolated nonissuer transaction, whether or noteffected through a broker dealer;
(2) A nonissuer transaction in an outstanding security if theissuer of the security has a class of securities subject to registration under§ 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, and hasbeen subject to the reporting requirements of § 13 or § 15(d) of theSecurities Exchange Act of 1934, 15 U.S.C. §§ 78m and 78o(d), for notless than ninety (90) days before the transaction; or has filed and maintainedwith the director for not less than ninety (90) days before the transactioninformation, in any form that the director, by rule, specifies, substantiallycomparable to the information which the issuer would be required to file under§ 12(b) or § 12(g) of the Securities Exchange Act of 1934, 15 U.S.C.§§ 78l(b) or 78l(g), were the issuer to have a class of itssecurities registered under § 12 of the Securities Exchange Act of 1934and paid a fee with the filing of three hundred dollars ($300);
(3) A nonissuer transaction if a security
(i) of a class outstanding in the hands of the public for notless than ninety (90) days before the transaction is a nationally recognizedsecurities manual designated by the director, by rule or order, contains thenames of the issuer's officers and directors, a statement of financialcondition of the issuer as of a date within the last eighteen (18) months, anda statement of income or operations for either the last fiscal year before thatdate or the most recent year of operation or
(ii) if the security has a fixed maturity or a fixed interestor dividend provision and there has been no default during the current fiscalyear or within the three (3) preceding years, or during the existence of theissuer and any predecessors if less than three (3) years, in the payment ofprincipal, interest, or dividends on the security;
(4) A nonissuer transaction effected by or through aregistered broker dealer pursuant to an unsolicited order or offer to purchase;but the director may by rule require that the customer acknowledge upon aspecified form that the sale was unsolicited, and that a signed copy of eachform be preserved by the broker dealer for a specified period;
(5) A transaction between the issuer or other person on whosebehalf the offering of a security is made and an underwriter, or a transactionamong underwriters;
(6) A transaction in a bond or other evidence of indebtednesssecured by a real estate mortgage, deed of trust, personal property securityagreement, or by an agreement for the sale of real estate or personal property,if the entire mortgage, deed of trust, or agreement, together with all thebonds or other evidences of indebtedness secured by them, is offered and soldas a unit;
(7) A transaction by an executor, administrator, sheriff,marshal, receiver, trustee in bankruptcy, guardian, or conservator;
(8) A transaction executed by a bona fide secured partywithout a purpose of evading this chapter;
(9) An offer to sell or sale of a security to a financial orinstitutional investor or to a broker dealer;
(10) A transaction pursuant to an offer directed by theofferor to no more than twenty-five (25) purchasers in this state, other thanthose designated in subdivision (9), during any twelve (12) consecutive months;no general solicitation or general advertising is used in connection with theoffer to sell or sale of the securities; and no commission or other similarcompensation is paid or given, directly or indirectly, to a person, other thana broker dealer licensed or not required to be licensed under this chapter, forsoliciting a prospective purchaser in this state; and either:
(i) the seller reasonably believes that all the purchasers inthis state, other than those designated in subdivision (9) are purchasing forinvestment; or
(ii) immediately before and immediately after thetransaction, the issuer reasonably believes that the securities of the issuerare held by fifty (50) or fewer beneficial owners, other than those designatedin paragraph (9) and the transaction is part of an aggregate offering that doesnot exceed one million dollars ($1,000,000) during any twelve (12) consecutivemonths.
(11) An offer to sell or sale of a preorganizationcertificate or subscription if no commission or other similar compensation ispaid or given, directly or indirectly, for soliciting a prospective subscriber;no public advertising or general solicitation is used in connection with theoffer to sell or sale; the number of subscribers does not exceed ten (10); andno payment is made by a subscriber;
(12) An offer to sell or sale of a preorganizationcertificate or subscription agreement issued in connection with theorganization of a depository institution if that organization is under thesupervision of an official or agency of any state or of the United States whichhas and exercises the authority to regulate and supervise the organization ofthe depository institution. For the purposes of this paragraph, supervision ofthe organization by an official or agency means that the official or agency bylaw has authority to require disclosures to prospective investors similar tothat required under § 7-11-304, impound proceeds from the sale ofpreorganization certificates or subscription agreements until organization ofthe depository institution is completed, and require refund to investors if thedepository institution does not obtain a grant of authority from theappropriate official or agency;
(13) A transaction pursuant to an offer to sell to existingsecurity holders of the issuer, including persons who at the time of thetransaction are holders of transferable warrants exercisable within not morethan ninety (90) days after their issuance, convertible securities, ornontransferable warrants, if:
(i) No commission or other similar compensation, other than astandby commission, is directly or indirectly paid or given, for soliciting asecurity holder in this state; or
(ii) The issuer first files a notice specifying the terms ofthe offer to sell and the director does not by order disallow the exemptionwithin the next five (5) full business days;
(14) A transaction involving an offer to sell, but not asale, of a security not exempt from registration under the Securities Act of1933, 15 U.S.C. § 77a et seq. if:
(i) A registration or offering statement or similar documentas required under the Securities Act of 1933, 15 U.S.C. § 77a et seq. hasbeen filed, but is not effective;
(ii) A registration statement, if required, has been filedunder this chapter, but is not effective; and
(iii) No stop order of which the offeror is aware has beenentered by the director or the securities and exchange commission, and noexamination or public proceeding that may culminate in that kind of order isknown by the offeror to be pending;
(15) A transaction involving an offer to sell, but not asale, of a security exempt from registration under the Securities Act of 1933,15 U.S.C. § 77a et seq. if:
(i) A registration statement has been filed under thischapter, but is not effective; and
(ii) No stop order of which the offeror is aware has beenentered by the director and no examination or public proceeding that mayculminate in that kind of order is known by the offeror to be pending;
(16) A transaction involving the distribution of thesecurities of an issuer to the security holders of another person in connectionwith a merger, consolidation, exchange of securities, sale of assets, or otherreorganization to which the issuer, or its parent or subsidiary, and the otherperson, or its parent or subsidiary, are parties, if:
(i) The securities to be distributed are registered under theSecurities Act of 1933, 15 U.S.C. § 77a et seq. before the consummation ofthe transaction; or
(ii) The securities to be distributed are not required to beregistered under the Securities Act of 1933, 15 U.S.C. § 77a et seq.,written notice of the transaction and a copy of the materials, if any, by whichapproval of the transaction will be solicited is given to the director at leastten (10) days before the consummation of the transaction and the director doesnot disallow by order the exemption within the next ten (10) days; and
(17) A transaction involving the offer to sell or sale of oneor more promissory notes each of which is directly secured by a first lien on asingle parcel of real estate, or a transaction involving the offer to sell orsale of participation interests in the notes if the notes and participationinterests are originated by a depository institution and are offered and soldsubject to the following conditions:
(A) The minimum aggregate sales price paid by each purchasermay not be less than two hundred and fifty thousand dollars ($250,000);
(B) Each purchaser must pay cash either at the time of thesale or within sixty (60) days after the sale; and
(C) Each purchaser may buy for that person's own account only;
(ii) A transaction involving the offer to sell or sale of oneor more promissory notes directly secured by a first lien on a single parcel ofreal estate or participation interests in the notes, if the notes andparticipation interests are originated by a mortgagee approved by the secretaryof housing and urban development under §§ 203 and 211 of the NationalHousing Act, 12 U.S.C. §§ 1709 and 1715b, and are offered or sold,subject to the conditions specified in subsection (17)(i), to a depositoryinstitution or insurance company, the federal home loan mortgage corporation,the federal national mortgage association, or the government national mortgageassociation; and
(iii) A transaction between any of the persons described insubparagraph (ii) involving a nonassignable contract to buy or sell thesecurities described in subparagraph (i) which contract is to be completedwithin two (2) years if:
(A) The seller of the securities pursuant to the contract isone of the parties described in paragraph (i) or (ii) who may originatesecurities;
(B) The purchaser of securities pursuant to a contract is anyother person described in paragraph (ii); and
(C) The conditions described in paragraph (i) are fulfilled.
(18) Any offer or sale of securities made in reliance on theexemptions provided by Rule 505 or 506 of regulation D as may be amended fromtime to time, under the Securities Act of 1933, 15 U.S.C. § 77a et seq.,and the provisions of the rules under that Act as amended from time to time;provided:
(i) No commission or other remuneration may be paid or givendirectly or indirectly, to any person for soliciting or selling to any personin this state in reliance on this exemption, except to persons registered under§§ 7-11-201 – 7-11-204;
(ii) Not later than ten (10) days, or a shorter period thatmay be permitted by order of the director, prior to the first sale ofsecurities in reliance on this exemption, there is filed with the director:
(A) A Uniform Consent to Service of Process (Form U2);
(B) A notice of original filing on Form D; and
(C) A fee of three hundred dollars ($300).
No exemption is available for the securities of any issuer ifany of the parties described in securities and exchange commission regulationA. Rule 230.252, Section (c), (d), (e) or (f) under the Securities Act of 1933are disqualified pursuant to a rule adopted by the director.
§ 7-11-402 Exempt transactions. – The following transactions are exempt from §§ 7-11-301 and 7-11-404:
(1) An isolated nonissuer transaction, whether or noteffected through a broker dealer;
(2) A nonissuer transaction in an outstanding security if theissuer of the security has a class of securities subject to registration under§ 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, and hasbeen subject to the reporting requirements of § 13 or § 15(d) of theSecurities Exchange Act of 1934, 15 U.S.C. §§ 78m and 78o(d), for notless than ninety (90) days before the transaction; or has filed and maintainedwith the director for not less than ninety (90) days before the transactioninformation, in any form that the director, by rule, specifies, substantiallycomparable to the information which the issuer would be required to file under§ 12(b) or § 12(g) of the Securities Exchange Act of 1934, 15 U.S.C.§§ 78l(b) or 78l(g), were the issuer to have a class of itssecurities registered under § 12 of the Securities Exchange Act of 1934and paid a fee with the filing of three hundred dollars ($300);
(3) A nonissuer transaction if a security
(i) of a class outstanding in the hands of the public for notless than ninety (90) days before the transaction is a nationally recognizedsecurities manual designated by the director, by rule or order, contains thenames of the issuer's officers and directors, a statement of financialcondition of the issuer as of a date within the last eighteen (18) months, anda statement of income or operations for either the last fiscal year before thatdate or the most recent year of operation or
(ii) if the security has a fixed maturity or a fixed interestor dividend provision and there has been no default during the current fiscalyear or within the three (3) preceding years, or during the existence of theissuer and any predecessors if less than three (3) years, in the payment ofprincipal, interest, or dividends on the security;
(4) A nonissuer transaction effected by or through aregistered broker dealer pursuant to an unsolicited order or offer to purchase;but the director may by rule require that the customer acknowledge upon aspecified form that the sale was unsolicited, and that a signed copy of eachform be preserved by the broker dealer for a specified period;
(5) A transaction between the issuer or other person on whosebehalf the offering of a security is made and an underwriter, or a transactionamong underwriters;
(6) A transaction in a bond or other evidence of indebtednesssecured by a real estate mortgage, deed of trust, personal property securityagreement, or by an agreement for the sale of real estate or personal property,if the entire mortgage, deed of trust, or agreement, together with all thebonds or other evidences of indebtedness secured by them, is offered and soldas a unit;
(7) A transaction by an executor, administrator, sheriff,marshal, receiver, trustee in bankruptcy, guardian, or conservator;
(8) A transaction executed by a bona fide secured partywithout a purpose of evading this chapter;
(9) An offer to sell or sale of a security to a financial orinstitutional investor or to a broker dealer;
(10) A transaction pursuant to an offer directed by theofferor to no more than twenty-five (25) purchasers in this state, other thanthose designated in subdivision (9), during any twelve (12) consecutive months;no general solicitation or general advertising is used in connection with theoffer to sell or sale of the securities; and no commission or other similarcompensation is paid or given, directly or indirectly, to a person, other thana broker dealer licensed or not required to be licensed under this chapter, forsoliciting a prospective purchaser in this state; and either:
(i) the seller reasonably believes that all the purchasers inthis state, other than those designated in subdivision (9) are purchasing forinvestment; or
(ii) immediately before and immediately after thetransaction, the issuer reasonably believes that the securities of the issuerare held by fifty (50) or fewer beneficial owners, other than those designatedin paragraph (9) and the transaction is part of an aggregate offering that doesnot exceed one million dollars ($1,000,000) during any twelve (12) consecutivemonths.
(11) An offer to sell or sale of a preorganizationcertificate or subscription if no commission or other similar compensation ispaid or given, directly or indirectly, for soliciting a prospective subscriber;no public advertising or general solicitation is used in connection with theoffer to sell or sale; the number of subscribers does not exceed ten (10); andno payment is made by a subscriber;
(12) An offer to sell or sale of a preorganizationcertificate or subscription agreement issued in connection with theorganization of a depository institution if that organization is under thesupervision of an official or agency of any state or of the United States whichhas and exercises the authority to regulate and supervise the organization ofthe depository institution. For the purposes of this paragraph, supervision ofthe organization by an official or agency means that the official or agency bylaw has authority to require disclosures to prospective investors similar tothat required under § 7-11-304, impound proceeds from the sale ofpreorganization certificates or subscription agreements until organization ofthe depository institution is completed, and require refund to investors if thedepository institution does not obtain a grant of authority from theappropriate official or agency;
(13) A transaction pursuant to an offer to sell to existingsecurity holders of the issuer, including persons who at the time of thetransaction are holders of transferable warrants exercisable within not morethan ninety (90) days after their issuance, convertible securities, ornontransferable warrants, if:
(i) No commission or other similar compensation, other than astandby commission, is directly or indirectly paid or given, for soliciting asecurity holder in this state; or
(ii) The issuer first files a notice specifying the terms ofthe offer to sell and the director does not by order disallow the exemptionwithin the next five (5) full business days;
(14) A transaction involving an offer to sell, but not asale, of a security not exempt from registration under the Securities Act of1933, 15 U.S.C. § 77a et seq. if:
(i) A registration or offering statement or similar documentas required under the Securities Act of 1933, 15 U.S.C. § 77a et seq. hasbeen filed, but is not effective;
(ii) A registration statement, if required, has been filedunder this chapter, but is not effective; and
(iii) No stop order of which the offeror is aware has beenentered by the director or the securities and exchange commission, and noexamination or public proceeding that may culminate in that kind of order isknown by the offeror to be pending;
(15) A transaction involving an offer to sell, but not asale, of a security exempt from registration under the Securities Act of 1933,15 U.S.C. § 77a et seq. if:
(i) A registration statement has been filed under thischapter, but is not effective; and
(ii) No stop order of which the offeror is aware has beenentered by the director and no examination or public proceeding that mayculminate in that kind of order is known by the offeror to be pending;
(16) A transaction involving the distribution of thesecurities of an issuer to the security holders of another person in connectionwith a merger, consolidation, exchange of securities, sale of assets, or otherreorganization to which the issuer, or its parent or subsidiary, and the otherperson, or its parent or subsidiary, are parties, if:
(i) The securities to be distributed are registered under theSecurities Act of 1933, 15 U.S.C. § 77a et seq. before the consummation ofthe transaction; or
(ii) The securities to be distributed are not required to beregistered under the Securities Act of 1933, 15 U.S.C. § 77a et seq.,written notice of the transaction and a copy of the materials, if any, by whichapproval of the transaction will be solicited is given to the director at leastten (10) days before the consummation of the transaction and the director doesnot disallow by order the exemption within the next ten (10) days; and
(17) A transaction involving the offer to sell or sale of oneor more promissory notes each of which is directly secured by a first lien on asingle parcel of real estate, or a transaction involving the offer to sell orsale of participation interests in the notes if the notes and participationinterests are originated by a depository institution and are offered and soldsubject to the following conditions:
(A) The minimum aggregate sales price paid by each purchasermay not be less than two hundred and fifty thousand dollars ($250,000);
(B) Each purchaser must pay cash either at the time of thesale or within sixty (60) days after the sale; and
(C) Each purchaser may buy for that person's own account only;
(ii) A transaction involving the offer to sell or sale of oneor more promissory notes directly secured by a first lien on a single parcel ofreal estate or participation interests in the notes, if the notes andparticipation interests are originated by a mortgagee approved by the secretaryof housing and urban development under §§ 203 and 211 of the NationalHousing Act, 12 U.S.C. §§ 1709 and 1715b, and are offered or sold,subject to the conditions specified in subsection (17)(i), to a depositoryinstitution or insurance company, the federal home loan mortgage corporation,the federal national mortgage association, or the government national mortgageassociation; and
(iii) A transaction between any of the persons described insubparagraph (ii) involving a nonassignable contract to buy or sell thesecurities described in subparagraph (i) which contract is to be completedwithin two (2) years if:
(A) The seller of the securities pursuant to the contract isone of the parties described in paragraph (i) or (ii) who may originatesecurities;
(B) The purchaser of securities pursuant to a contract is anyother person described in paragraph (ii); and
(C) The conditions described in paragraph (i) are fulfilled.
(18) Any offer or sale of securities made in reliance on theexemptions provided by Rule 505 or 506 of regulation D as may be amended fromtime to time, under the Securities Act of 1933, 15 U.S.C. § 77a et seq.,and the provisions of the rules under that Act as amended from time to time;provided:
(i) No commission or other remuneration may be paid or givendirectly or indirectly, to any person for soliciting or selling to any personin this state in reliance on this exemption, except to persons registered under§§ 7-11-201 – 7-11-204;
(ii) Not later than ten (10) days, or a shorter period thatmay be permitted by order of the director, prior to the first sale ofsecurities in reliance on this exemption, there is filed with the director:
(A) A Uniform Consent to Service of Process (Form U2);
(B) A notice of original filing on Form D; and
(C) A fee of three hundred dollars ($300).
No exemption is available for the securities of any issuer ifany of the parties described in securities and exchange commission regulationA. Rule 230.252, Section (c), (d), (e) or (f) under the Securities Act of 1933are disqualified pursuant to a rule adopted by the director.
