1492                            LAWS OF MARYLAND                       CH. 752

(8)    Any offer or sale to a bank, savings institution, trust com-
pany, insurance company, investment company as denned 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 con-
secutive 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 secur-
ity or transaction, withdraw or further condition this exemption, or
increase or decrease the number of offerees permitted, or waive the
condition relating to their investment intent. No exemption shall be
granted unless the offerer presents to the Commissioner a list con-

taining the names and addresses of all oferees intended to be soli-

cited by the offeror and an offer to purchase signed by the offerees

containing the following statement: "This offering has not been
registered with the Division of Securities in Maryland, nor has any
literature pertaining to said offering been reviewed by the said Divi-
sion for purposes of disclosure as required under the Maryland
Securities Act." ;

(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) the number of subscribers does not exceed ten, and (C) no pay-
ment is made by any subscriber;

(11)    Any transaction pursuant to an offer to existing security
holders of the issuer, including persons who at the time of the trans-
action are holders of convertible securities, nontransferable war-
rants, or transferable warrants exercisable within not more than
ninety days of their issuance, if (A) no commission or other
remuneration (other than a stand-by commission) is paid or given
directly or indirectly for soliciting any security holder in this State,
or (B) the issuer first files a notice specifying the terms of the offer
and the Commissioner does not by order disallow the exemption
within the next five full business days;

(12)    Any offer (but not a sale) of a security for which a regis-
tration statement has been filed under this subtitle if no stop order
or refusal order is in effect and no public proceeding or examination
looking toward such an order is pending, and if the offeror complies
with Sections 20(c) or 22(d);

(13)    Any offer or sale of a security by or through a registered
broker-dealer if (1) such offer or sale is not directly or indirectly
for the benefit of the issuer or a person who is known or who should
reasonably be known to such broker-dealer to be the record or bene-
ficial owner of ten per cent or more of the outstanding voting securi-
ties of the issuer, (2) the security is not part of an unsold allotment
or subscription taken by a participant in a distribution directly or
indirectly for the benefit of the issuer or a person who is known or
who should reasonably be known to such broker-dealer to be the