J. MILLARD TAWES, Governor 27

in order to make the statements made, in the light of the circum-
stances under which they are made, not misleading (the buyer not
knowing of the untruth or omission), and who does not sustain the
burden of proof that he did not know, and in the exercise of reason-
able care could not have known, of the untruth or omission, is liable
to the person buying the security from him, who may sue either at
law or in equity to recover the consideration paid for the security,
together with interest at six percent per year from the date of pay-
ment, costs, and reasonable attorneys* fees, less the amount of any in-
come received on the security, upon the tender of the security, or for
damages if he no longer owns the security. Damages are the amount
that would be recoverable upon a tender less the value of the security
when the buyer disposed of it and interest at six percent per year
from the date of disposition.

(b) Every person who directly or indirectly controls a seller liable
under subsection (a), every partner, officer, or director of such a
seller, every person occupying a similar status or performing similar
functions, every employee of such a seller who materially aids in the
sale, and every broker-dealer or agent who materially aids in the
sale are also liable jointly and severally with and to the same extent
as the seller, unless the non-seller who is so liable sustains the burden
of proof that he did not know, and in exercise of reasonable care
could not have known, of the existence of the facts by reason of
which the liability is alleged to exist. There is contribution as in
cases of contract among the several persons so liable.

(c) Any tender specified in this section may be made at any time
before entry of judgment.

(d) Every cause of action under this statute survives the death
of any person who might have been a plaintiff or defendant.

(e) No person may sue under this section more than two years
after the contract of sale. No person may sue under this section (1)
if the buyer received a written offer, before suit and at a time when
he owned the security, to refund the consideration paid together with
interest at six percent per year from the date of payment, less the
amount of any income received on the security, and he failed to ac-
cept the offer within thirty days of its receipt, or (2) if the buyer
received such an offer before suit and at a time when he did not own
the security, unless he rejected the offer in writing within thirty
days of its receipt.

(f) No person who has made or engaged in the performance of
any contract in violation of any provision of this act or any rule or
order hereunder, or who has acquired any purported right under
any such contract with knowledge of the facts by reason of which
its making or performance was in violation, may base any suit on
the contract.

(g) Any condition, stipulation, or provision binding any person
acquiring any security to waive compliance with any provision of this
act or any rule or order hereunder is void.

(h) The rights and remedies provided by this act are in addition
to any other rights or remedies that may exist at law or in equity,
but this act does not create any cause of action not specified in this
section or section 16(e).