(a) The exemption provided by § 4005.001 applies to the issuance in good faith of securities by a company:
(1) to the company’s security holders or creditors in the process of a bona fide reorganization of the company made in good faith; or
(2) to the security holders or creditors of a predecessor company if the issuing company is organized solely for the purpose of taking over the assets and continuing the business of the predecessor company.
(b) The exemption provided by § 4005.001 applies to an issuance of securities described by Subsection (a) only if:
(1) the securities are issued in exchange for securities of the security holders, claims of the creditors, or both; and
(2) the security holders or creditors do not pay, give, or promise any consideration, and are not obligated to pay or give any consideration, for the securities issued other than the securities of or claims against the company or the company’s predecessor held or owned by the security holders or creditors at the time of the issuance.