(2) The following transactions are exempted from Sections 61-1-7 and 61-1-15:

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(c) a nonissuer transaction effected by or through a registered broker-dealer pursuant to an unsolicited order or offer to buy;

The use of this exemption is limited to non-issuer transactions executed by a licensed broker-dealer. The term "unsolicited order or offer to buy", refers to the broker transaction. To qualify for this exemption, the broker is not allowed to recommend the purchase of the security to the investor. The investor must initiate the conversation or request to purchase the security. The broker should mark the trade ticket as unsolicited. No filing is required for this exemption.

This exemption will not exempt the operations of a broker-dealer who is “making a market” in a given security. Market making, by its very nature, involves the open solicitation of buy and sell transactions by the broker-dealer.