J. MILLARD TAWES, Governor 23

(5) any transaction in a bond or other evidence of indebtedness
secured by a real or chattel mortgage or deed of trust, or by an agree-
ment 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) any transaction by an executor, administrator, sheriff,
marshal, receiver, trustee in bankruptcy, guardian, or conservator;

(7) any transaction executed by a bona fide pledgee without any
purpose of evading this act;

(8) any offer or sale to a bank, savings institution, trust com-
pany, insurance company, investment company as defined in the In-
vestment 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) any transaction pursuant to an offer directed by the offeror to
not more than twenty-five persons (other than those designated in
paragraph (8) ) in this state during any period of twelve consecutive
months, whether or not the offeror or any of the offerees is then pres-
ent in this state, if the seller reasonably believes that all the
buyers in this state, other than those designated in paragraph (8),
are purchasing for investment; but the 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, or in-
crease or decrease the number of offerees permitted, or waive the
condition relating to their investment intent;

(10) any offer or sale of a preorganization certificate or subscrip-
tion 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 ten, and (G) no
payment is made by any subscriber;

(11) any transaction pursuant to an offer to existing security hold-
ers of the issuer, including persons who at the time of the transaction
are holders of convertible securities, non-transferable warrants, or
transferable warrants exercisable within not more than ninety days
of their issuance, 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 Commissioner does
not by order disallow the exemption within the next five full business
days;

(12) any offer (but not a sale) of a security for which a registra-
tion statement has been filed under this act if no stop order or re-
fusal order is in effect and no public proceeding or examination look-
ing toward such an order is pending, and if the offeror complies with
sections 20 (c) or 22 (d).

(c) The Commissioner may by order deny or revoke any exemp-
tion specified in clause (9) or (11) of subsection (a) or in sub-
section (b) with respect to a specific security or transaction. No
such order may be entered without appropriate prior notice to all