MARVIN MANDEL, Governor

2013

SECTION, EVERY PARTNER, OFFICER, OR DIRECTOR OF THE
SELLER, EVERY PERSON OCCUPYING A SIMILAR STATUS OR
PERFORMING SIMILAR FUNCTIONS, EVERY EMPLOYEE OF THE
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 NONSELLER 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.

(2) THERE IS CONTRIBUTION AS IN CASES OF
CONTRACT AMONG THE SEVERAL PERSONS SO LIABLE.

(D)   TIME OF MAKING TENDER.

ANY TENDER SPECIFIED IN THIS SECTION MAY BE MADE AT
ANY TIME BEFORE ENTRY OF JUDGMENT.

(E)   SURVIVAL OF CAUSE OF ACTION.

EVERY CAUSE OF ACTION UNDER THIS STATUTE SURVIVES
THE DEATH OF ANY PERSON WHO RIGHT HAVE BEEN A PLAINTIFF
OR DEFENDANT.

(F) LIMITATION OF ACTIONS; EFFECT OF OFFER OF
REFUND.

(1)    EXCEPT AS PROVIDED IN PARAGRAPH (2) OF
THIS SUBSECTION, A PERSON MAY NOT SUE UNDER THIS SECTION
MORE THAN THREE YEARS AFTER THE CONTRACT OF SALE.

(2)    AN ACTION MAY NOT BE MAINTAINED:

(I)   TO ENFORCE ANY LIABILITY CREATED UNDER
SUBSECTION (A) (1) OF THIS SECTION, UNLESS BROUGHT WITHIN
ONE YEAR AFTER THE VIOLATION ON WHICH IT IS BASED; OR

(II)     TO ENFORCE ANY LIABILITY CREATED UNDER
SUBSECTION (A) (2) OF THIS SECTION, UNLESS BROUGHT WITHIN
ONE YEAR AFTER THE DISCOVERY OF THE UNTRUE STATEMENT OR
OMISSION, OR AFTER THE DISCOVERY SHOULD HAVE BEEN MADE BY
THE EXERCISE OF REASONABLE DILIGENCE.

(3) A PERSON MAY NOT SUE UNDER THIS SECTION:

(I) 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
6 PERCENT PER YEAR FROM THE DATE OF PAYMENT, LESS THE
AMOUNT OF ANY INCOME RECEIVED ON THE SECURITY, AND HE
FAILED TO ACCEPT THE OFFER WITHIN 30 DAYS OF ITS