| | | E.__Any one of the following requirements is met: |
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| | | (1)__The issuer of the security has a class of equity | | securities listed on a national securities exchange | | registered under Section 6 of the federal Securities | | Exchange Act of 1934 or designated for trading on the | | National Association of Securities Dealers Automated | | Quotation System; |
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| | | (2)__The issuer of the security is a unit investment | | trust registered under the federal Investment Company | | Act of 1940; |
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| | | (3)__The issuer of the security, including its | | predecessors, has been engaged in continuous business | | for at least 3 years; or |
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| | | (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; |
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| | | 3.__Nonissuer transactions in specified foreign transactions.__ | | A nonissuer transaction by or through a broker-dealer licensed | | under or exempt from licensing 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; |
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| | | 4.__Nonissuer transactions in securities where guarantor is | | subject to Securities Exchange Act reporting.__A nonissuer | | transaction by or through a broker-dealer licensed under or | | exempt from licensing 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 federal Securities | | Exchange Act of 1934, 15 United States Code, Section 78m or | | 78o(d); |
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| | | 5.__Nonissuer transactions in specified fixed income | | securities.__A nonissuer transaction by or through a broker- | | dealer licensed under or exempt from licensing under this chapter | | in a security that: |
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| | | A.__Is rated at the time of the transaction by a nationally | | recognized statistical rating organization in one of its 4 | | highest rating categories; or |
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