An agent in State X offers a private placement to 15 retail clients but only 9 actually invest. Under the Uniform Securities Act, which statement is TRUE regarding whether the transaction remains exempt?

1. AThe exemption is preserved because only sales to 10 or fewer non-institutional clients count.
2. BThe exemption is lost because more than 10 offers were made.✓ Correct answer
3. CThe exemption is preserved only if the clients are all accredited investors.
4. DThe exemption is lost because more than 5 sales were made.

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