(1) The following broker-dealers are exempt from the licensing requirements of Section 35-1-410:

1. (a) a broker-dealer who either is registered or, except as provided in subsection (2), is not required to be registered under the Securities Exchange Act of 1934 and who has no place of business in this State if:

   1. (i) the transactions effected by the broker-dealer in this State are exclusively with the issuer of the securities involved in the transactions, other broker-dealers licensed or exempt under this section, and financial or institutional investors;
   2. (ii) the broker-dealer is licensed under the securities act of a state in which the broker-dealer maintains a place of business and the broker-dealer offers and sells in this State to a person who is an existing customer of the broker-dealer and whose principal place of residence is not in this State; or
   3. (iii) the broker-dealer is licensed under the securities law of a state in which the broker-dealer maintains a place of business and the broker-dealer during any twelve consecutive months does not effect transactions with more than five persons in this State in addition to transactions with the issuers of the securities involved in the transactions, financial or institutional investors, or broker-dealers, whether or not the offeror or an offeree is then present in this State; and
2. (b) other broker-dealers the commissioner, by rule or order, exempts.

(3) The following agents are exempt from the licensing requirements of Section 35-1-410:

1. (a) an agent acting for a broker-dealer exempt under subsection (1);
2. (b) an agent acting for an issuer in effecting transactions in a security exempted by Section 35-1-310(1), (2), (3), (9), or (10);
3. (c) an agent acting for an issuer effecting offers or sales of securities in transactions exempted by Section 35-1-320;
4. (d) an agent acting for an issuer effecting offers or sales of securities that are covered securities under Section 18(b)(3) or Section 18(b)(4)(D) of the Securities Act of 1933, provided that no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this State;
5. (e) an agent acting for an issuer effecting transactions with employees, partners, officers, or directors of the issuer, a parent or a wholly-owned subsidiary of the issuer, if no commission or other similar compensation is paid or given directly or indirectly to the sales representative for soliciting an employee, partner, officer, or director in this State;
6. (f) an agent whose transactions in this State are limited to only those transactions set forth in Section 15(h)(2) of the Securities Exchange Act of 1934; and
7. (g) other agents the securities commissioner, by rule or order, exempts.