108                           LAWS OF MARYLAND                        [CH. 68

tions, or (B) the security has a fixed maturity or a fixed interest or
dividend provision 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 predecessor 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 sub-title (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 se-
curities 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 ;

(5)  Any transaction in a bond or other evidence of indebtedness
secured by a real or chattel mortgage or deed of trust, or by an
agreement for the sale of real estate or chattels, if the entire mort-
gage, deed of trust, or agreement, together with all the bonds or
other evidences of indebtedness secured thereby, is offered and sold
as a unit;

(6)  Any transaction by an executor, administrator, sheriff, mar-
shal, receiver, trustee in bankruptcy, guardian, or conservator;

(7)  Any transaction executed by a bona fide pledgee without any
purpose of evading this sub-title;

(8)   Any offer or sale to a bank, savings institution, trust company,
insurance company, investment company as defined in the Investment
Company Act of 1940, pension or profit-sharing trust, or other financial
institution or institutional buyer, or to a broker-dealer, whether the
purchaser is acting for itself or in some fiduciary capacity;

(9)  Any transaction pursuant to an offer directed by the offeror
to not more than twenty-five persons (other than those designated in
paragraph (8)) in this State during any period of twelve consecutive
months, whether or not the offeror or any of the offerees is then
present in this State, if the seller reasonably believes that all the
buyers in this State, other than those designated in paragraph (8),
are purchasing for investment; but the Commissioner may by rule or
order, as to any security or transaction or any type of security or
transaction, withdraw or further condition this exemption, or in-
crease or decrease the number of offerees permitted, or waive the
condition relating to their investment intent;

(10)  Any offer or sale of a preorganization certificate or sub-
scription if (A) no commission or other remuneration is paid or given
directly or indirectly for soliciting any prospective subscriber, (B)