(a) The exemption provided by § 4005.001 applies to the issuance or sale of securities by one corporation to the corporation’s stockholders in connection with:
(1) the change of par value stock to no par value stock or vice versa; or
(2) the exchange of outstanding shares for the same or a greater or smaller number of shares.
(b) The exemption provided by § 4005.001 applies to an issuance or sale described by Subsection (a) only if the security holders do not pay, give, or promise any consideration, and are not obligated to pay or give any consideration, for the securities issued or sold other than the corporation’s securities held by the security holders at the time of the issuance or sale.