LAWS OF MARYLAND

(2)  A PURCHASE, REDEMPTION, WHETHER OR NOT AT THE
OPTION OF THE CORPORATION OR THE STOCKHOLDERS, OR OTHER
ACQUISITION OF SHARES; OR

(3)  AN ISSUANCE OF EVIDENCE OF INDEBTEDNESS; OR
(4) OTHERWISE.

2-309.

(a) [If declared by its board of directors and unless
contrary to a restriction contained in its charter, a corporation
may pay dividends on its shares in cash, property, or its own
stock, subject to the provisions of this section.] IF AUTHORIZED
BY ITS BOARD OF DIRECTORS, A CORPORATION MAY MAKE DISTRIBUTIONS
TO ITS STOCKHOLDERS, SUBJECT TO ANY RESTRICTION IN ITS CHARTER
AND THE LIMITATIONS IN § 2-311 OF THIS SUBTITLE.

[(b) A dividend may not be declared or paid if:

(1)  The corporation is insolvent or the payment would
cause the corporation to become insolvent; or

(2)  The corporation's stated capital is impaired or
the payment would impair its stated capital.

(c)  If a dividend is paid from any source other than earned
surplus, the source of the dividend shall be disclosed not later
than at the time of payment to the stockholders who receive it.

(d)  Capital surplus paid with respect to a class of stock
may not be used for the payment of dividends on any class of
stock junior to it.

(e)] (B) (1) A [split-up or] division of issued shares into
a greater number of shares of the same class without any change
in the aggregate amount of stated capital is [not] A STOCK SPLIT,
AND A DIVISION WITH A CHANGE IN THE AGGREGATE AMOUNT OF STATED
CAPITAL IS a stock dividend within the meaning of this [section]
SUBSECTION.

(2) IF AUTHORIZED BY ITS BOARD OF . DIRECTORS AND
UNLESS THE CHARTER PROVIDES OTHERWISE, SHARES MAY BE ISSUED BY A
CORPORATION, WITHOUT CONSIDERATION TO THE HOLDERS OF 1 OR MORE
CLASSES OR SERIES OF STOCK, AS A STOCK SPLIT OR A STOCK DIVIDEND.

[(2) (i)] (3) If a STOCK dividend is payable in a
corporation's own stock with par value, the shares shall be
issued at par value and, at the time the STOCK dividend is paid,
the corporation shall transfer from surplus to stated capital an
amount AT LEAST equal to the aggregate par value of the shares to
be issued.

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Ch. 281