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

* * *

(s) a transaction in a security, whether or not the security or transaction is otherwise exempt if:

(i) the transaction is:
(A) in exchange for one or more outstanding securities, claims, or property interests; or
(B) partly for cash and partly in exchange for one or more outstanding securities, claims, or property interests; and

(ii) the terms and conditions are approved by the director after a hearing under Section 61-1a-408;

This provision exempts from registration those transactions whose terms have been approved in a Fairness Hearing conducted by the Division or by a District Court. It is designed to articulate with the federal exemption provided in section 3(a)(10) of the Securities Act of 1933.

The statutory reference provided in section 61-1-14(2)(s)(ii) should read 61-1-11.1.