WILLIAM DONALD SCHAEFER, Governor Ch. 533

(i) Offers or sells the security in violation
of § ll-304(b), § 11-401, or § 11-501 of this title, or of any
rule or order under § 11-205 of this title which requires the
affirmative approval of sales literature before it is used; or

(ii) Offers or sells the security by means of
any untrue statement of a material fact or any omission to state
a material fact necessary in order to make the statements made,
in the light of the circumstances under which they are made, not
misleading, the buyer not knowing of the untruth or omission, and
if he does not sustain the burden of proof that he did not know,
and in the exercise of reasonable care could not have known, of
the untruth or omission.

(2) A person is civilly liable to the person selling
a security to him if [he:

(i) Offers to purchase or purchases the
security in violation of § 11-902, § 11-903, § 11-904, or §
11-905 of this title; or

(ii) Offers] HE OFFERS to purchase or purchases
the security by means of any untrue statement of a material fact
or any omission to state a material fact necessary in order to
make the statements made, in light of the circumstances under
which they are made, not misleading, the seller not knowing of
the untruth or omission, and if he does not sustain the burden of
proof that he did not know, and in the exercise of reasonable
care could not have known, of the untruth or omission.

(b) (1) A buyer may sue either at law or in equity:

(i) On tender of the security, to recover the
consideration paid for the security, together with interest at 6
percent per year from the date of payment, costs, and reasonable
attorneys' fees, less the amount of any income received on the
security; or

(ii) If he no longer owns the security, for
damages.

(2)  A seller may sue either at law or in equity:

(i) On tender of the consideration paid for the
security, to recover the security, together with the amount of
any income received on the security, costs, and reasonable
attorneys' fees; or

(ii) If the buyer no longer owns the security,
for damages.

(3)  For the purposes of subsection (b)(l)(ii) of this
section, damages are the amount that would be recoverable on a

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