In connection with the offer, sale or purchase of any security in this State, no person shall be deemed to have violated section 401 or 406¹ or otherwise to have made an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading if such person demonstrates that the offer, sale or purchase was prearranged in accordance with 17 CFR § 240.10b5-1(c) (relating to trading “on the basis of” material nonpublic information in insider trading cases), or any successor thereto, promulgated under section 10(b) of the Securities Exchange Act of 1934 (48 Stat. 881, 15 U.S.C. § 78a et seq.).