§ 352-c. Prohibited acts constituting misdemeanor; felony. 1. It
shall be illegal and prohibited for any person, partnership,
corporation, company, trust or association, or any agent or employee
thereof, to use or employ any of the following acts or practices:

(a) Any fraud, deception, concealment, suppression, false pretense or
fictitious or pretended purchase or sale;

(b) Any promise or representation as to the future which is beyond
reasonable expectation or unwarranted by existing circumstances;

(c) Any representation or statement which is false, where the person
who made such representation or statement: (i) knew the truth; or (ii)
with reasonable effort could have known the truth; or (iii) made no
reasonable effort to ascertain the truth; or (iv) did not have knowledge
concerning the representation or statement made;
where engaged in to induce or promote the issuance, distribution,
exchange, sale, negotiation or purchase within or from this state of any
securities or commodities, as defined in section three hundred fifty-two
of this article, regardless of whether issuance, distribution, exchange,
sale, negotiation or purchase resulted.

2. It shall be illegal and prohibited for any person, partnership,
corporation, company, trust or association, or any agent or employee
thereof, to engage in any artifice, agreement, device or scheme to
obtain money, profit or property by any of the means prohibited by this
section.

3. It shall be illegal and prohibited for any person, partnership,
corporation, company, trust or association, or any agent or employee
thereof, engaged in the sale of any securities or commodities, as
defined in section three hundred fifty-two of this article, within or
from the state of New York to represent that they are an "exchange" or
use the word "exchange," or any abbreviation or derivative thereof, in
its name or assumed name unless it is registered with the Securities and
Exchange Commission as a national securities exchange, pursuant to
section six of the Securities and Exchange Act of 1934, or unless it has
been designated as a contract market by the Commodity Futures Trading
Commission, pursuant to section five of the Commodity Exchange Act.

4. Except as provided in subdivision five or six, a person,
partnership, corporation, company, trust or association, or any agent or
employee thereof, using or employing any act or practice declared to be
illegal and prohibited by this section, shall be guilty of a
misdemeanor.

5. Any person, partnership, corporation, company, trust or
association, or any agent or employee thereof who intentionally engages
in any scheme constituting a systematic ongoing course of conduct with
intent to defraud ten or more persons or to obtain property from ten or
more persons by false or fraudulent pretenses, representations or
promises, and so obtains property from one or more of such persons while
engaged in inducing or promoting the issuance, distribution, exchange,
sale, negotiation or purchase of any securities or commodities, as
defined in this article, shall be guilty of a class E felony.

6. Any person, partnership, corporation, company, trust or
association, or any agent or employee thereof who intentionally engages
in fraud, deception, concealment, suppression, false pretense or
fictitious or pretended purchase or sale, or who makes any material
false representation or statement with intent to deceive or defraud,
while engaged in inducing or promoting the issuance, distribution,
exchange, sale, negotiation or purchase within or from this state of any
securities or commodities, as defined in this article, and thereby
wrongfully obtains property of a value in excess of two hundred fifty
dollars, shall be guilty of a class E felony.