Except as expressly provided in this Code section, Code Section 10-5-3 shall not apply to any offer or sale of a security in connection with any transaction described in paragraph (1), (2), (6), (7), (8), (9), (11), or (12) of this Code section; and Code Section 10-5-5 shall not apply to any offer or sale of or subscriptions for any security in connection with any of the following transactions:

(1) Any transaction by an executor, administrator, or guardian who is not an affiliate of the issuer of the security sold or offered for sale or by a sheriff, marshal, conservator, receiver, or trustee in bankruptcy;

(2) Any transaction executed by a bona fide pledgee without any purpose of evading this chapter, provided such pledgee is not the issuer of the securities, an underwriter of the securities, or an affiliate of the issuer of the securities;

(3) Any transaction in securities not involving the issuer of the securities, an underwriter of the securities, or an affiliate of the issuer of the securities;

(4) Any transaction in securities by an affiliate of the issuer of such securities, provided:

(A) Such affiliate is not acting as an underwriter in the sale of such securities;

(B) Such securities are sold by the affiliate through a dealer registered under Code Section 10-5-3 acting as agent for the account of the affiliate of the issuer;

(C) There is no solicitation, directly or indirectly, of orders to purchase any such securities by the affiliate or any dealer offering such securities for sale by him;

(D) The dealer does no more than execute orders to sell as a broker and receives no more than the usual or customary broker's commission; and

(E) The affiliate makes no payments in connection with the execution of such transactions other than the broker's commission permitted under subparagraph (D) of this paragraph;

(5) Any transaction in securities pursuant to a registration statement effective under the Securities Act of 1933, as now or hereafter amended, or of securities exempt from the registration requirements of such Act pursuant to Regulation A, B, E, or F adopted under Section 3(b) or 3(c) thereof or pursuant to any other exemption under such sections which the commissioner has, by rule or regulation, approved, but only during the continuance of such exemption, provided that the commissioner has received prior to such sale:

(A) A notice of intention to sell which has been executed by the issuer, any other person on whose behalf the offering is to be made, a dealer or limited dealer registered under this chapter, or any duly authorized agent of any such person and which sets forth the name and address of the applicant, the name and address of the issuer, and the title of the securities to be offered in this state;

(B) A copy of the initial registration statement (excluding exhibits) or the notification on Form 1-A, 1-B, 1-E, or 1-F (or any form substituted therefor) and related offering circular or offering sheet (but excluding other exhibits) filed with the Securities and Exchange Commission or, in the case of an exemption under Section 3(b) or 3(c) of the Securities Act of 1933, which has been approved by the commissioner under this paragraph, copies of such information or documents as the commissioner may, by rule or regulation, require;

(C) A filing fee of $250.00; and

(D) A consent to service of process in the form prescribed by Code Section 10-5-18 which has been executed by the person who executed the notice of intention to sell unless such person has previously filed with the commissioner an irrevocable consent to service of process in the form prescribed by Code Section 10-5-18.

The commissioner shall issue to the person who executed the notice of intention to sell a certificate which shall be signed and sealed by the commissioner and which shall state the compliance or noncompliance with the requirements of subparagraphs (A) through (D) of this paragraph of the items filed pursuant to such subparagraphs. This paragraph shall not apply to any transaction which is otherwise exempt under this Code section or to a transaction involving a federal covered security which is subject to the requirements of subsection (g) of Code Section 10-5-5. In the event any offer is to be made pursuant to this exemption more than 14 months after the date on which the commissioner issues his or her certificate under this Code section, then it shall be necessary for said issuer to file with the commissioner a copy of the prospectus which said issuer is currently utilizing for the purposes of making such offer and a renewal fee of $100.00. The commissioner shall issue a certificate which shall be signed and sealed by him or her and which shall state the compliance or noncompliance with these provisions. The issuer shall be required to comply with these renewal requirements every 14 months so long as the offering shall continue in this state;

(6)(A) Any transaction involving the issuance and delivery of securities by an issuer to its own security holders as a result of a dividend or other distribution (whether the person distributing the dividend or other distribution is the issuer of the security or not), a split of securities, or recapitalization, provided that the recipient does not pay any consideration or surrender the right to a distribution in cash or property other than such securities; or

(B) The sale of any fractional interest resulting from such dividend, split, distribution, or recapitalization;

(7) Any transaction involving the sale of securities to a bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, as now or hereafter amended, real estate investment trust, small business investment corporation, pension or profit-sharing plan or trust, other financial institution, or a dealer, whether the purchaser is acting for itself or in some fiduciary capacity;

(8) Any transaction pursuant to an offer exclusively to existing security holders of the issuer or a subsidiary of the issuer, including persons who at the time of the transaction are holders of convertible securities of the issuer or a subsidiary of the issuer, if:

(A) The offer is for a security of the issuer in exchange exclusively for an outstanding security of the issuer or a subsidiary of the issuer and any payments which may be necessary to effect an equitable adjustment in respect of dividends, interest, or fractional securities; and

(B) No commission or other remuneration is paid or given directly or indirectly for soliciting any exchange by a security holder in this state; and

(C) Provided that the transactional exemption of this paragraph shall not apply to transactions involving promissory notes issued in reliance upon paragraph (9) of Code Section 10-5-8;

(9) Any transaction involving the issuance of a security:

(A) In connection with a stock bonus plan requiring payment of no consideration other than services;

(B) In connection with an employee stock purchase plan as defined in Section 423 of the Internal Revenue Code, as now or hereafter amended, or a stock bonus plan, pension plan, profit-sharing plan, or retirement plan for employees or self-employed individuals qualified under Section 401 of the Internal Revenue Code, as now or hereafter amended, or individual retirement accounts qualified under Section 408 of the Internal Revenue Code, as now or hereafter amended; provided, however, the issuance of any such security representing an interest in a collective investment fund shall be exempt only if such security is issued pursuant to a plan established and administered by a bank organized under the laws of the United States or any bank or trust company organized and supervised under the laws of any state of the United States or sponsored by any investment company registered under the Investment Company Act of 1940, as now or hereafter amended, or sponsored by any insurance company licensed to do business in this state;

(C) In connection with a stock option plan in which no person except an employee of the issuer or of an affiliate of such issuer may participate, if no consideration is paid for any options granted other than services; or

(D) In connection with the issuance of securities upon the exercise of options granted pursuant to such a stock option plan;

(10) Any offer (but not a sale) of a security for which a registration statement has been filed under the Securities Act of 1933, as now or hereafter amended, if no stop order or refusal order is in effect and no public proceeding or examination looking toward such an order is pending under such act;

(11) Any transaction incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash;

(12) Any transaction involving the issuance or transfer of securities of the issuer by the issuer or by a subsidiary of the issuer to a corporation or its shareholders, to a business or real estate investment trust or the holders of beneficial interest thereof, or to a partnership or limited partnership or the partners thereof in connection with a merger, share exchange, consolidation, reclassification of securities, or sale or transfer of corporate, trust, or partnership assets in consideration of the issuance or transfer of such securities, where the transaction must be approved by the holders of at least a majority of the voting shares, beneficial interests, or partnership interests of such corporation, trust, or partnership pursuant to its articles or certificate of incorporation, corporate charter or trust instrument, partnership agreement, or the applicable corporation, trust, or partnership statute;

(13) Any transaction involving the issuance or sale of securities of an issuer by or on behalf of the issuer or an affiliate of the issuer if all of the following conditions are met:

(A) The aggregate number of persons in this state purchasing such securities from the issuer and all affiliates of the issuer pursuant to this paragraph during the 12 month period ending on the date of such issuance or sale shall not exceed 15 persons exclusive of persons who acquire securities in transactions which are not subject to this chapter or which are otherwise exempt from registration under the paragraphs of this Code section or Code Section 10-5-8 or which have been registered pursuant to Code Section 10-5-5;

(B) Such securities are not offered for sale by means of any form of general or public solicitations or advertisements, including, but not limited to the following:

(i) Publicly disseminated advertisements or sales literature, through the mails or otherwise;

(ii) Any advertisement, article, notice, or other communication published in any newspaper, magazine, or other similar media, or broadcast over television or radio; or

(iii) Any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;

(C) Any certificate or certificates or other documents representing or evidencing the securities or, in the event there are no such certificates or documents, the limited partnership agreement or other similar document creating the securities shall, for a period of one year from the date of such issuance or sale, contain a legend similar to the following:

"THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE 'GEORGIA SECURITIES ACT OF 1973,' AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT."; and

(D) Each purchaser in this state executes a statement to the effect that such securities have been purchased for investment for his own account. As used in this subparagraph, the phrase "purchase for investment" shall mean the purchase of any securities with the intent of holding such securities for investment and without the intent of participating directly or indirectly in a distribution of such securities. Any person who holds such securities for a period of one year from the date such securities have been fully paid for by such person shall be presumed to have purchased such securities for investment;

(14) Any transaction involving the issuance of securities of a majority owned subsidiary to its parent or any other majority owned subsidiary of such parent or the issuance of securities upon organization of an issuer to the parent of such issuer or to the majority owned subsidiaries of such parent, if, after such issuance, the issuer is a majority owned subsidiary of such parent;

(15) Any transaction involving the issuance of a security in connection with a pooled income fund if all of the following conditions are met:

(A) The fund qualifies as a recipient of tax deductible contributions under Section 642(c)(5) of the Internal Revenue Code, as now or hereafter amended;

(B) Each prospective donor is furnished written disclosures which fully and fairly describe the operation of the fund;

(C) Each person soliciting gifts by means of the fund is either a volunteer or a person who is employed in the overall fundraising activities of the charity that is the beneficiary of the fund and who receives no commission or other special compensation based on the amount of gifts transferred to the pooled income fund; and

(D) Either:

(i) A bank organized under the laws of the United States or any bank or trust company organized and supervised under the laws of any state of the United States serves as trustee, investment adviser, or investment manager of the fund; or

(ii) An investment company registered under the Investment Company Act of 1940, as now or hereafter amended, or an insurance company licensed to do business in this state serves as investment adviser or investment manager of the fund;

(16) Any transaction exempted by rule under this paragraph:

(A) The commissioner is granted authority, if he finds it to be in the public interest, to create by rule exemptions and procedures pertaining thereto which shall further the objectives of compatibility with federal exemptions and uniformity among the states. Except as otherwise provided, any such rules shall require that the commissioner receive prior to any such sale:

(i) A notice of intention to sell which has been executed by the applicant which sets forth the information required by the rule;

(ii) A filing fee of $250.00;

(iii) A consent to service of process in the form prescribed by Code Section 10-5-18 which has been executed by the applicant; and

(iv) Such information as the commissioner may by rule or regulation require;

(B) The above information shall be provided according to procedures promulgated by the commissioner pursuant to this Code section and one or more of the above requirements may, by rule, be waived by the commissioner;

(C) The commissioner shall issue to the person who executed the notice of intention to sell a certificate which shall state the compliance or noncompliance with the filing requirements of this Code section;

(D) If any sale is to be made pursuant to this exemption more than 12 months after the date on which the commissioner issues his certificate under this Code section, such rule shall require the applicant to pay a renewal fee of $100.00. The applicant shall be required to comply with this renewal requirement every 12 months so long as the offering shall continue in this state. Upon any renewal, the commissioner shall issue a certificate which shall be signed and sealed by him and which shall state the compliance or noncompliance with the renewal requirements of this Code section.