2904

LAWS OF MARYLAND

Ch. 775

condition this exemption, increase or decrease the number of
offerees PURCHASERS permitted, or waive the condition
relating to their investment intent;

(10)  Any offer or sale of a preorganization
certificate or subscription if:

(i) No commission or other remuneration is paid
or given directly or indirectly for soliciting any
prospective subscriber;

(ii) The number of subscribers does not exceed
ten; and

(iii) No payment is made by any subscriber;

(11)  Any transaction under an offer to existing
security holders of the issuer, including persons who at the
time of the transaction are holders of convertible
securities, nontransferable warrants, or transferable
warrants exercisable within not more than 90 days of their
issuance, if:

(i) 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

(ii) 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 registration statement has been filed under this
title if a stop order or refusal order is not in effect and
a public proceeding or examination looking toward such an
order is not pending, and if the offeror complies with §
ll-502(c) or § ll-504(d) of this title; [and]

(13)  Any offer or sale of a security by or through a
registered broker-dealer if:

(i) The offer or sale is not directly or
indirectly for the benefit of the issuer or a person who is
known or who reasonably should be known to the broker-dealer
to be the record or beneficial owner of 10 percent or more
of the outstanding voting securities of the issuer;

(ii) 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 reasonably should be
known to the broker-dealer to be the record or beneficial
owner of 10 percent or more of the outstanding voting
securities of the issuer; and