22 LAWS OF MARYLAND [CH. 1

senior or substantially equal rank; any security called for by sub-
scription rights or warrants so listed or approved; or any warrant or
right to purchase or subscribe to any of the foregoing;

(9) any security issued by any person organized and operated not
for private profit but exclusively for religious, educational, benev-
olent, charitable, fraternal, social, athletic, or reformatory pur-
poses, or as a chamber of commerce or trade or professional as-
sociation;

(10) any commercial paper which arises out of a current trans-
action or the proceeds of which have been or are to be used for cur-
rent transactions, and which evidences an obligation to pay cash
within nine months of the date of issuance, exclusive of days of grace,
or any renewal of such paper which is likewise limited, or any
guarantee of such paper or of any such renewal;

(11) any investment contract issued after the effective date of this
act in connection with an employee's stock purchase, savings, pension,
profit-sharing, or similar benefit plan if the Commissioner is notified
in writing thirty days before the inception of the plan.

(b) The following transactions are exempted from sections 19 and
271

(1) any isolated non-issuer transaction, whether effected through a

broker-dealer or not;

(2) any non-issuer distribution of an outstanding security if (A)
a recognized securities manual contains the names of the issuer's of-
ficers and directors, a balance sheet of the issuer as of a date within
eighteen months, and a profit and loss statement for either the fiscal
year preceding that date or the most recent year of operations, or (B)
the security has a fixed maturity or a fixed interest or dividend pro-
vision and there has been no default during the current fiscal year
or within the three preceding fiscal years, or during the existence
of the issuer and any predecessors if less than three years, in the
payment of principal, interest, or dividends on the security;

(3) any non-issuer transaction effected by or through a registered
broker-dealer pursuant to an unsolicited order or offer to buy; but
the Commissioner may by rule require that the customer acknowledge
upon a specified form that the sale was unsolicited, and that a signed
copy of each such form be preserved by the broker-dealer for a
specified period; and any non-issuer transaction effected by or
through a registered broker-dealer in securities previously registered
under this act (whether or not such registration is still effective
under section 23 (f) if (1) no stop order suspending or revoking
the registration statement is in effect under section 24, (2) the trans-
action is not for the account of a person who is known or who should
reasonably be known to the broker-dealer to be the record or bene-
ficial owner of ten percent or more of the outstanding voting
securities of the issuer, and (3) the transaction does not represent
part of an unsold allotment or subscription taken by a participant
in a distribution.

(4) any transaction between the issuer or other person on whose
behalf the offering is made and an underwriter, or among under-
writers;