The following transactions are exempted from Sections 35-1-50, 35-1-810, and 35-1-1100:

1. (1) Isolated nonissuer transactions. Any isolated nonissuer transaction, whether effected through a broker-dealer or not;
2. (2) Distributions of outstanding securities. Any nonissuer distribution of an outstanding security if (a) a recognized securities manual contains the names of the issuer's officers and directors, a balance sheet of the issuer as of a date within eighteen months and a profit and loss statement for either the fiscal year preceding that date or the most recent year of operations or (b) the security has a fixed maturity or a fixed interest or dividend provision and there has been no default 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 dividends on the security;
3. (3) Nonissuer transactions with broker-dealers. Any nonissuer transaction effected by or through a registered broker-dealer pursuant to an unsolicited order or offer to buy; but the securities commissioner may by rule or otherwise require that the customer acknowledge upon a specified form that the sale was unsolicited and that a signed copy of each such form be preserved by the broker-dealer for a specified period;
4. (4) Underwriting transactions. Any transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters;
5. (5) Mortgage bonds sold as unit. Any transaction in a bond or other evidence of indebtedness secured by a real or chattel mortgage or deed of trust or by an agreement for the sale of real estate or chattels, if the entire mortgage, deed of trust or agreement, together with all the bonds or other evidences of indebtedness secured thereby, is offered and sold as a unit;
6. (6) Transactions by fiduciaries, etc. Any transaction by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian or conservator;
7. (7) Transactions by pledgees. Any transaction executed by a bona fide pledgee without any purpose of evading this chapter;
8. (8) Transactions with banks, and other financial institutions or institutional buyers. Any offer or sale to a bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust or other financial institution or institutional buyer or to a broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity;
9. (9) Limited offerings. Any transaction pursuant to an offer directed by the offeror to not more than twenty-five persons, other than those designated in item (8) of this section, in this State during any period of twelve consecutive months, whether or not the offeror or any of the offerees is then present in this State, if (a) the seller reasonably believes that all the buyers in this State, other than those designated in item (8) of this section, are purchasing for investment and (b) 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 item (8) of this section; but the securities commissioner may by rule or order, as to any security or transaction or any type of security or transaction, withdraw or further condition this exemption, increase or decrease the number of offerees permitted or waive the conditions in clauses (a) and (b) with or without the substitution of a limitation on remuneration and the securities commissioner, further, may require persons claiming this exemption to notify him in writing of the claim of exemption, the number of offers extended and to whom made at any point during the offering process;
10. (10) Limited preorganization subscriptions. Any offer or sale of a preorganization certificate or subscription if (a) no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective subscriber, (b) the number of subscribers does not exceed twenty-five and (c) no payment is made by any subscriber prior to filing of the articles of incorporation, or limited partnership, limited liability partnership, or limited liability company agreement with the Secretary of State;
11. (11) Conversions and exercise of warrants. 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, if (a) 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 or (b) the issuer first files a notice specifying the terms of the offer and the securities commissioner does not by order disallow the exemption within the next five full business days;
12. (12) Offers after registration statements filed. Any offer, but not a sale of a security for which registration statements have been filed under both this chapter and the Securities Act of 1933 if no stop order or refusal order is in effect and no public proceeding or examination looking toward such an order is pending under this chapter.