551.202(2)(e)1.1. The issuer of the security has a class of equity securities listed on a national securities exchange registered under section 6 of the Securities Exchange Act of 1934 or designated for trading on the National Association of Securities Dealers Automated Quotation System. 551.202(2)(e)2.2. The issuer of the security is a unit investment trust registered under the Investment Company Act of 1940. 551.202(2)(e)3.3. The issuer of the security, including its predecessors, has been engaged in continuous business for at least 3 years. 551.202(2)(e)4.4. The issuer of the security has total assets of at least $2,000,000 based on an audited balance sheet as of a date within 18 months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had such an audited balance sheet, a pro forma balance sheet for the combined organization. 551.202(3)(3) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the Board of Governors of the Federal Reserve System. 551.202(4)(4) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in an outstanding security if the guarantor of the security files reports with the Securities and Exchange Commission under the reporting requirements of section 13 or 15 (d) of the Securities Exchange Act of 1934 (15 USC 78m or 78o (d)). 551.202(5)(5) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in a security to which any of the following applies: 551.202(5)(a)(a) The security is rated at the time of the transaction by a nationally recognized statistical rating organization in one of its 4 highest rating categories. 551.202(5)(b)(b) The security has a fixed maturity or a fixed interest or dividend, if all of the following apply: 551.202(5)(b)1.1. A default has not occurred during the current fiscal year or within the 3 previous fiscal years, or during the existence of the issuer and any predecessor if less than 3 fiscal years, in the payment of principal, interest, or dividends on the security. 551.202(5)(b)2.2. The issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not and has not been within the previous 12 months a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person. 551.202(6)(6) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter effecting an unsolicited order or offer to purchase, but with respect to a nonissuer transaction involving a security that is not a federal covered security the administrator may require by rule that the records of the broker-dealer confirm that the order or offer to purchase was unsolicited. 551.202(7)(7) A nonissuer transaction executed by a bona fide pledgee without the purpose of evading this chapter. 551.202(8)(8) A nonissuer transaction by a federal covered investment adviser with investments under management in excess of $100,000,000 acting in the exercise of discretionary authority in a signed record for the account of others. 551.202(9)(9) A transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the administrator after a hearing. 551.202(10)(10) A transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters. 551.202(11)(11) A transaction in a note, bond, debenture, or other evidence of indebtedness secured by a mortgage or other security agreement if all of the following apply: 551.202(11)(a)(a) The note, bond, debenture, or other evidence of indebtedness is offered and sold with the mortgage or other security agreement as a unit. 551.202(11)(b)(b) A general solicitation or general advertisement of the transaction is not made. 551.202(11)(c)(c) A commission or other remuneration is not paid or given, directly or indirectly, to a person not registered under this chapter as a broker-dealer or as an agent. 551.202(12)(12) A transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator. 551.202(13)(13) A sale or offer to sell to any of the following: 551.202(13)(am)(am) An accredited investor, as defined in Rule 501 (a) adopted under the Securities Act of 1933 (17 CFR 230.501 (a)), provided that prior to the sale in this state to an accredited investor described in Rule 501 (a) (5) or (6) adopted under the Securities Act of 1933, the seller files a consent to service of process with the administrator in the form required under s. 551.611. Failure to file the consent as required is a cause for administrative action by the administrator under s. 551.604 but does not result in the loss of this exemption. This consent is not required to be filed if any of the following apply: 551.202(13)(am)1.1. The issuer of the securities to be sold has its principal place of business or a majority of its full-time employees located in this state. 551.202(13)(am)2.2. The issuer or seller of the securities files or has previously filed a consent to service of process with the administrator. 551.202(13)(am)3.3. The seller is a broker-dealer or agent of the issuer registered under this chapter. 551.202(13)(ar)(ar) A certified investor, or a person whom the issuer reasonably believes is a certified investor at the time of the sale or offer of the security, if all of the following apply: