Okla. Stat. tit. 71, § 71-1-102

In this act, unless the context otherwise requires:

1. "Administrator" means the securities Administrator appointed

by the Oklahoma Securities Commission;

2. "Agent" means an individual, other than a broker-dealer, who

represents a broker-dealer in effecting or attempting to effect

purchases or sales of securities or represents an issuer in

effecting or attempting to effect purchases or sales of the issuer's

securities. A partner, officer, or director of a broker-dealer or

issuer, or an individual having a similar status or performing

similar functions is an agent only if the individual otherwise comes

within the term. The term does not include an individual excluded

by rule adopted or order issued under this act;

3. "Bank" means:

Oklahoma Statutes - Title 71. Securities Page 5

a. a banking institution organized under the laws of the

United States,

b. a member bank of the Federal Reserve System,

c. any other banking institution, whether incorporated or

not, doing business under the laws of a state or of

the United States, a substantial portion of the

business of which consists of receiving deposits or

exercising fiduciary powers similar to those permitted

to be exercised by national banks under the authority

of the Comptroller of the Currency, and which is

supervised and examined by a state or federal agency

having supervision over banks, and which is not

operated for the purpose of evading this act, and

d. a receiver, conservator, or other liquidating agent of

any institution or firm included in subparagraph a, b

or c of this paragraph;

4. "Broker-dealer" means a person engaged in the business of

effecting transactions in securities for the account of others or

for the person's own account. The term does not include:

a. an agent,

b. an issuer,

c. a bank or savings institution if its activities as a

broker-dealer are limited to those specified in

subsections 3(a)(4)(B)(i) through (vi), (viii) through

(x), and (xi) if limited to unsolicited transactions;

3(a)(5)(B); and 3(a)(5)(C) of the Securities Exchange

Act of 1934 (15 U.S.C. Sections 78c(a)(4) and (5)) or

a bank that satisfies the conditions described in

subsection 3(a)(4)(E) of the Securities Exchange Act

of 1934 (15 U.S.C. Section 78c(a)(4)),

d. an international banking institution, or

e. a person excluded by rule adopted or order issued

under this act;

5. "Commission" means the Oklahoma Securities Commission;

6. "Department" means the Oklahoma Department of Securities;

7. "Depository institution" means:

a. a bank, or

b. a savings institution, trust company, credit union, or

similar institution that is organized or chartered

under the laws of a state or of the United States,

authorized to receive deposits, and supervised and

examined by an official or agency of a state or the

United States if its deposits or share accounts are

insured to the maximum amount authorized by statute by

the Federal Deposit Insurance Corporation, the

National Credit Union Share Insurance Fund, or a

Oklahoma Statutes - Title 71. Securities Page 6

successor authorized by federal law. The term does

not include:

(1) an insurance company or other organization

primarily engaged in the business of insurance,

(2) a Morris Plan bank, or
ts are

insured to the maximum amount authorized by statute by

the Federal Deposit Insurance Corporation, the

National Credit Union Share Insurance Fund, or a

Oklahoma Statutes - Title 71. Securities Page 6

successor authorized by federal law. The term does

not include:

(1) an insurance company or other organization

primarily engaged in the business of insurance,

(2) a Morris Plan bank, or

(3) an industrial loan company that is not an insured

depository institution as defined in Section

3(c)(2) of the Federal Deposit Insurance Act (12

U.S.C. Section 1813(c)(2)) or any successor

federal statute;

8. "Federal covered investment adviser" means a person

registered under the Investment Advisers Act of 1940;

9. "Federal covered security" means a security that is, or upon

completion of a transaction will be, a covered security under

Section 18(b) of the Securities Act of 1933 (15 U.S.C. Section

77r(b)) or rules or regulations adopted pursuant to that provision;

10. "Filing" means the receipt under this act of a record by

the Administrator or a designee of the Administrator;

11. "Fraud," "deceit," and "defraud" are not limited to common

law deceit;

12. "Guaranteed" means guaranteed as to payment of all

principal and all interest;

13. "Institutional investor" means any of the following,

whether acting for itself or for others in a fiduciary capacity:

a. a depository institution or international banking

institution,

b. an insurance company,

c. a separate account of an insurance company,

d. an investment company as defined in the Investment

Company Act of 1940,

e. a broker-dealer registered under the Securities

Exchange Act of 1934,

f. an employee pension, profit-sharing, or benefit plan

if the plan has total assets in excess of Ten Million

Dollars ($10,000,000.00) or its investment decisions

are made by a named fiduciary, as defined in the

Employee Retirement Income Security Act of 1974, that

is a broker-dealer registered under the Securities

Exchange Act of 1934, an investment adviser registered

or exempt from registration under the Investment

Advisers Act of 1940, an investment adviser registered

under this act, a depository institution, or an

insurance company,

g. a plan established and maintained by a state, a

political subdivision of a state, or an agency or

instrumentality of a state or a political subdivision

of a state for the benefit of its employees, if the

Oklahoma Statutes - Title 71. Securities Page 7

plan has total assets in excess of Ten Million Dollars

($10,000,000.00) or its investment decisions are made

by a duly designated public official or by a named

fiduciary, as defined in the Employee Retirement

Income Security Act of 1974, that is a broker-dealer

registered under the Securities Exchange Act of 1934,

an investment adviser registered or exempt from

registration under the Investment Advisers Act of

1940, an investment adviser registered under this act,

a depository institution, or an insurance company,

h. a trust, if it has total assets in excess of Ten

Million Dollars ($10,000,000.00), its trustee is a

depository institution, and its participants are

exclusively plans of the types identified in

subparagraph f or g of this paragraph, regardless of

the size of their assets, except a trust that includes

as participants self-directed individual retirement

accounts or similar self-directed plans,

i. an organization described in Section 501(c)(3) of the

Internal Revenue Code (26 U.S.C. Section 501(c)(3)),

corporation, Massachusetts trust or similar business

trust, limited liability company, or partnership, not

formed for the specific purpose of acquiring the

securities offered, with total assets in excess of Ten

Million Dollars ($10,000,000.00),

j. a small business investment company licensed by the

Small Business Administration under Section 301(c) of

the Small Business Investment Act of 1958 (15 U.S.C.
Massachusetts trust or similar business

trust, limited liability company, or partnership, not

formed for the specific purpose of acquiring the

securities offered, with total assets in excess of Ten

Million Dollars ($10,000,000.00),

j. a small business investment company licensed by the

Small Business Administration under Section 301(c) of

the Small Business Investment Act of 1958 (15 U.S.C.

Section 681(c)) with total assets in excess of Ten

Million Dollars ($10,000,000.00),

k. a private business development company as defined in

Section 202(a)(22) of the Investment Advisers Act of

1940 (15 U.S.C. Section 80b-2(a)(22)) with total

assets in excess of Ten Million Dollars

($10,000,000.00),

l. a federal covered investment adviser acting for its

own account,

m. a "qualified institutional buyer" as defined in Rule

144A(a)(1), other than Rule 144A(a)(1)(i)(H), adopted

under the Securities Act of 1933 (17 C.F.R. 230.144A),

n. a "major U.S. institutional investor" as defined in

Rule 15a-6(b)(4)(i) adopted under the Securities

Exchange Act of 1934 (17 C.F.R. 240.15a-6),

o. any other person, other than an individual, of

institutional character with total assets in excess of

Ten Million Dollars ($10,000,000.00) not organized for

the specific purpose of evading this act, or

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p. any other person specified by rule adopted or order

issued under this act;

14. "Insurance company" means a company organized as an insurer

whose primary business is writing insurance or reinsuring risks

underwritten by insurance companies and that are subject to

supervision by the insurance commissioner or a similar official or

agency of a state;

15. "Insured" means insured as to payment of all principal and

all interest;

16. "International banking institution" means an international

financial institution of which the United States is a member and

whose securities are exempt from registration under the Securities

Act of 1933;

17. "Investment adviser" means a person that, for compensation,

engages in the business of advising others, either directly or

through publications or writings, as to the value of securities or

the advisability of investing in, purchasing, or selling securities

or that, for compensation and as a part of a regular business,

issues or promulgates analyses or reports concerning securities.

The term includes a financial planner or other person that, as an

integral component of other financially related services, provides

investment advice to others for compensation as part of a business

or that holds itself out as providing investment advice to others

for compensation. The term does not include:

a. an investment adviser representative,

b. a lawyer, accountant, engineer, or teacher whose

performance of investment advice is solely incidental

to the practice of the person's profession,

c. a broker-dealer or its agents whose performance of

investment advice is solely incidental to the conduct

of business as a broker-dealer and that does not

receive special compensation for the investment

advice,

d. a publisher of a bona fide newspaper, news magazine,

or business or financial publication of general and

regular circulation,

e. a bank or savings institution,

f. any other person excluded by the Investment Advisers

Act of 1940 from the definition of investment adviser;

or

g. any other person excluded by rule adopted or order

issued under this act;

18. "Investment adviser representative" means an individual

employed by or associated with an investment adviser or federal

covered investment adviser and who makes any recommendations or

otherwise gives investment advice regarding securities, manages

accounts or portfolios of clients, determines which recommendation

Oklahoma Statutes - Title 71. Securities Page 9

or advice regarding securities should be given, provides investment
means an individual

employed by or associated with an investment adviser or federal

covered investment adviser and who makes any recommendations or

otherwise gives investment advice regarding securities, manages

accounts or portfolios of clients, determines which recommendation

Oklahoma Statutes - Title 71. Securities Page 9

or advice regarding securities should be given, provides investment

advice or holds herself or himself out as providing investment

advice, receives compensation to solicit, offer, or negotiate for

the sale of or for selling investment advice, or supervises

employees who perform any of the foregoing. The term does not

include an individual who:

a. performs only clerical or ministerial acts,

b. is an agent whose performance of investment advice is

solely incidental to the individual acting as an agent

and who does not receive special compensation for

investment advisory services, or

c. is excluded by rule adopted or order issued under this

act;

19. "Issuer" means a person that issues or proposes to issue a

security, subject to the following:

a. the issuer of a voting trust certificate, collateral

trust certificate, certificate of deposit for a

security, or share in an investment company without a

board of directors or individuals performing similar

functions is the person performing the acts and

assuming the duties of depositor or manager pursuant

to the trust or other agreement or instrument under

which the security is issued,

b. the issuer of an equipment trust certificate or

similar security serving the same purpose is the

person by which the property or equipment is or will

be used or to which the property or equipment is or

will be leased or conditionally sold or that is

otherwise contractually responsible for assuring

payment of the certificate,

c. the issuer of a fractional undivided interest in an

oil, gas, or other mineral lease or in payments out of

production under a lease, right, or royalty is the

owner of an interest in the lease or in payments out

of production under a lease, right, or royalty,

whether whole or fractional, that creates fractional

interests for the purpose of sale;

20. "Nonissuer transaction" or "nonissuer distribution" means a

transaction or distribution not directly or indirectly for the

benefit of the issuer;

21. "Offer to purchase" includes an attempt or offer to obtain,

or solicitation of an offer to sell, a security or interest in a

security for value. The term does not include a tender offer that

is subject to Section 14(d) of the Securities Exchange Act of 1934

(15 U.S.C. 78n(d));

22. "Person" means an individual; corporation; business trust;

estate; trust; partnership; limited liability company; association;

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joint venture; government, governmental subdivision, agency, or

instrumentality; public corporation; or any other legal or

commercial entity;

23. "Place of business" of a broker-dealer, an investment

adviser, or a federal covered investment adviser means:

a. an office at which the broker-dealer, investment

adviser, or federal covered investment adviser

regularly provides brokerage or investment advice or

solicits, meets with, or otherwise communicates with

customers or clients, or

b. any other location that is held out to the general

public as a location at which the broker-dealer,

investment adviser, or federal covered investment

adviser provides brokerage or investment advice or

solicits, meets with, or otherwise communicates with

customers or clients;

24. "Predecessor act" means the act repealed by Section 53 of

this act;

25. "Price amendment" means the amendment to a registration

statement filed under the Securities Act of 1933 or, if an amendment

is not filed, the prospectus or prospectus supplement filed under

the Securities Act of 1933 that includes a statement of the offering
ith, or otherwise communicates with

customers or clients;

24. "Predecessor act" means the act repealed by Section 53 of

this act;

25. "Price amendment" means the amendment to a registration

statement filed under the Securities Act of 1933 or, if an amendment

is not filed, the prospectus or prospectus supplement filed under

the Securities Act of 1933 that includes a statement of the offering

price, underwriting and selling discounts or commissions, amount of

proceeds, conversion rates, call prices, and other matters dependent

upon the offering price;

26. "Principal place of business" of a broker-dealer or an

investment adviser means the executive office of the broker-dealer

or investment adviser from which the officers, partners, or managers

of the broker-dealer or investment adviser direct, control, and

coordinate the activities of the broker-dealer or investment

adviser;

27. "Promoter" includes:

a. a person who, acting alone or in concert with one or

more persons, takes the entrepreneurial initiative in

founding or organizing the business or enterprise of

an issuer,

b. an officer or director owning securities of an issuer

or a person who owns, beneficially or of record, ten

percent (10%) or more of a class of securities of the

issuer if the officer, director, or person acquires

any of those securities in a transaction within three

(3) years before the filing by the issuer of a

registration statement under this act and the

transaction is not an arms-length transaction, or

c. a member of the immediate family of a person within

subparagraph a or b of this paragraph if the family

member receives securities of the issuer from that

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person in a transaction within three (3) years before

the filing by the issuer of a registration statement

under this act and the transaction is not an arms-

length transaction.

For purposes of this subsection, "immediate family" means a

spouse of a person within subparagraph a or b of this paragraph, an

emancipated child residing in such person's household, or an

individual claimed as a dependent by such person for tax purposes;

28. "Record" except in the phrases "of record," "official

record," and "public record," means information that is inscribed on

a tangible medium or that is stored in an electronic or other medium

and is retrievable in perceivable form;

29. "Registration statement" means the documentation provided

to the Securities and Exchange Commission or the Department in

connection with the registration of securities under the Securities

Act of 1933 or this title and includes any amendment thereto and any

report, document, exhibit or memorandum filed as part of such

statement or incorporated therein by reference;

30. "Sale" includes every contract of sale, contract to sell,

or disposition of, a security or interest in a security for value,

and "offer to sell" includes every attempt or offer to dispose of,

or solicitation of an offer to purchase, a security or interest in a

security for value. Both terms include:

a. a security given or delivered with, or as a bonus on

account of, a purchase of securities or any other

thing constituting part of the subject of the purchase

and having been offered and sold for value,

b. a gift of assessable stock involving an offer and

sale, and

c. a sale or offer of a warrant or right to purchase or

subscribe to another security of the same or another

issuer and a sale or offer of a security that gives

the holder a present or future right or privilege to

convert the security into another security of the same

or another issuer, including an offer of the other

security;

31. "Securities and Exchange Commission" means the United

States Securities and Exchange Commission;

32. "Security" means a note; stock; treasury stock; security

future; bond; debenture; evidence of indebtedness; certificate of
holder a present or future right or privilege to

convert the security into another security of the same

or another issuer, including an offer of the other

security;

31. "Securities and Exchange Commission" means the United

States Securities and Exchange Commission;

32. "Security" means a note; stock; treasury stock; security

future; bond; debenture; evidence of indebtedness; certificate of

interest or participation in a profit-sharing agreement; collateral

trust certificate; preorganization certificate or subscription;

transferable share; investment contract; voting trust certificate;

certificate of deposit for a security; fractional undivided interest

in oil, gas, or other mineral rights; put, call, straddle, option,

or privilege on a security, certificate of deposit, or group or

index of securities, including an interest therein or based on the

Oklahoma Statutes - Title 71. Securities Page 12

value thereof; put, call, straddle, option, or privilege entered

into on a national securities exchange relating to foreign currency;

or, in general, an interest or instrument commonly known as a

"security"; or a certificate of interest or participation in,

temporary or interim certificate for, receipt for, guarantee of, or

warrant or right to subscribe to or purchase, any of the foregoing.

The term:

a. includes both a certificated and an uncertificated

security,

b. does not include an insurance or endowment policy or

annuity contract under which an insurance company

promises to pay a sum of money either in a lump sum or

periodically for life or other specified period,

c. does not include an interest in a contributory or

noncontributory pension or welfare plan subject to the

Employee Retirement Income Security Act of 1974,

d. includes as an "investment contract" an investment in

a common enterprise with the expectation of profits to

be derived primarily from the efforts of a person

other than the investor and a "common enterprise"

means an enterprise in which the fortunes of the

investor are interwoven with those of either the

person offering the investment, a third party, or

other investors,

e. includes as an "investment contract," among other

contracts, an interest in a limited partnership and a

third party managed limited liability company and an

investment in a viatical or life settlement or similar

contract or agreement,

f. includes an investment of money or money's worth

including goods furnished or services performed in the

risk capital of a venture with the expectation of some

benefit to the investor where the investor has no

direct control over the investment or policy decision

of the venture, and

g. does not include an interest in an oil, gas or mineral

lease as part of a transaction between parties, each

of whom is engaged in the business of exploring for or

producing oil and gas or other valuable minerals as an

ongoing business or the execution of oil and gas

leases by land, mineral and royalty owners in favor of

a party or parties engaged in the business of

exploring for or producing oil and gas or other

valuable minerals;

33. "Self-regulatory organization" means a national securities

exchange registered under the Securities Exchange Act of 1934, a

national securities association of broker-dealers registered under

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the Securities Exchange Act of 1934, a clearing agency registered

under the Securities Exchange Act of 1934, or the Municipal

Securities Rulemaking Board established under the Securities

Exchange Act of 1934;

34. "Sign" means, with present intent to authenticate or adopt

a record:

a. to execute or adopt a tangible symbol, or

b. to attach or logically associate with the record an

electronic symbol, sound, or process;

35. "State" means a state of the United States, the District of

Columbia, Puerto Rico, the United States Virgin Islands, or any
stablished under the Securities

Exchange Act of 1934;

34. "Sign" means, with present intent to authenticate or adopt

a record:

a. to execute or adopt a tangible symbol, or

b. to attach or logically associate with the record an

electronic symbol, sound, or process;

35. "State" means a state of the United States, the District of

Columbia, Puerto Rico, the United States Virgin Islands, or any

territory or insular possession subject to the jurisdiction of the

United States; and

36. "Underwriter" means any person who has purchased from an

issuer or from any other person with a view to, or offers or sells

for an issuer or for any other person in connection with, the

distribution of any security, or participates or has a direct or

indirect participation in any such undertaking, or participates or

has a participation in the direct or indirect underwriting of any

such undertaking. "Underwriter" does not include a person whose

interest is limited to a commission from an underwriter or broker-

dealer not in excess of the usual and customary distributor's or

seller's commission.