There is hereby exempted from the provisions of Section 25110 of the Code as not being comprehended within the purposes of the Corporate Securities Law of 1968 and the qualification of which is not necessary or appropriate in the public interest or for the protection of investors, any transaction in which money is advanced or loaned to a corporation (“issuer”) with an agreement or expectation that shares of the issuer will be issued in exchange for, cancellation of, or conversion of such advances or loans, provided that all of the following requirements are met:

This exemption shall not be affected by an agreement or understanding that such advances or loans may be repaid or cancelled by the issuance of shares or other securities of the issuer, but nothing contained herein shall be deemed to modify the requirements for the exemption contained in Section 25102(h) of the Code or to impair the authority of the Commissioner under Section 25140 of the Code.