PARRIS N. GLENDENING, Governor                             Ch. 449

(5)     Stock issued or issuable under articles of merger;

(6)     Stock which is not presently entitled to be voted in the election of
directors issued for at least its fair value;

(7)     Stock, including treasury stock, issued to an officer or other employee of
the corporation or its subsidiary on terms and conditions approved by the stockholders by
the affirmative vote of two thirds of all the votes entitled to be cast on the matter; and

(8)     Any other issuance of shares if the applicability of preemptive rights is
impracticable.

(b)     In the absence of actual fraud or gross disparity in the determination, the fair
value of stock determined by the board of directors and recorded in the resolution
authorizing the issuance is conclusive.

(c)     Unless the charter provides otherwise, holders of the following securities do
not have any preemptive rights:

(1)     Bonds, notes, debentures, or other obligations convertible into stock;
and

(2)     Stock not presently entitled to be voted in the election of directors.]

(A)     UNLESS THE CHARTER EXPRESSLY GRANTS SUCH RIGHTS TO THE
STOCKHOLDER, A STOCKHOLDER DOES NOT HAVE ANY PREEMPTIVE RIGHT TO
SUBSCRIBE TO:

(1)     ANY ADDITIONAL ISSUE OF STOCK; OR

(2)     ANY SECURITY CONVERTIBLE INTO AN ADDITIONAL ISSUE OF
STOCK.

(B)     (1) A STOCKHOLDER TO WHOM A PREEMPTIVE RIGHT HAS BEEN
GRANTED MAY WAIVE THE PREEMPTIVE RIGHT.

(2) A WRITTEN WAIVER OF A PREEMPTIVE RIGHT IS IRREVOCABLE
EVEN THOUGH IT IS NOT SUPPORTED BY CONSIDERATION.

SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall be construed
only prospectively and may not be applied or interpreted to have any effect on or
application to any preemptive rights in existence before the effective date of this Act.
Such preemptive rights shall remain in existence unaffected by this Act unless and until
expressly changed or terminated by a charter amendment.

SECTION 3. AND BE IT FURTHER ENACTED, That this Act shall take effect
October 1, 1995.

Approved May 18, 1995.

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