(a) Where a party has attained "unregistered dealer" status at the time of the contract, may that party enter a contract effecting the purchase of a convertible promissory note (a security) without violating § 15(a)?

(b) Does the answer to question (a) change in any way if the unregistered dealer purchased the convertible note (a security) in a transaction deemed exempt from registration under Section 4(a) of the Securities Act of 1933?

Whether an unregistered securities dealer may enter a contract effecting the purchase of a convertible promissory note without violating Section 15(a) of the Securities Exchange Act of 1934