An issuer makes a private placement offer to 8 non-institutional and 5 institutional investors, with no commissions paid to agents for any sales. Which statement is true under the USA?

1. AThe transaction is not exempt; there are too many institutional investors.
2. BThe transaction is not exempt; commissions are required for all sales.
3. CThe transaction is exempt because the number of non-institutional offerees does not exceed 10 and no commissions are paid to them.✓ Correct answer
4. DThe transaction is not exempt because commissions must be paid to institutional investors.

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