Ch. 533

LAWS OF MARYLAND

(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)  (I) ANY OFFER, BUT NOT A SALE, OF A SECURITY FOR
WHICH A REGISTRATION STATEMENT HAS BEEN FILED UNDER BOTH THIS
TITLE AND THE SECURITIES ACT OF 1933 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 UNDER EITHER THIS
TITLE OR THE SECURITIES ACT OF 1933;

(II) 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;

(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

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