fraud.

It is unlawful for a person, in connection with the offer, sale or purchase of a security, directly or indirectly: A. to employ a device, scheme or artifice to defraud; B. to make an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statement made, in the light of the circumstances pursuant to which it is made, not misleading; or C. to engage in an act, practice or course of business that operates or would operate as a fraud or deceit upon another person.