A State X registered agent emails a private placement offer to a list of 15 non-institutional prospects obtained from a trade show attendee list. Under the USA, this transaction is:

1. AExempt because no commissions are paid to agents
2. BNot exempt, because the offer was made to more than 10 non-institutional investors✓ Correct answer
3. CExempt because trade show attendees are considered institutional investors
4. DExempt if fewer than 10 offerees accept the offer

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