Okla. Stat. tit. 71, § 71-1-202

The following transactions are exempt from the requirements of

Sections 1-301 and 1-504 of this title:

1. An isolated nonissuer transaction, whether or not effected

by or through a broker-dealer;

2. A nonissuer transaction by or through a broker-dealer

registered, or exempt from registration under the Oklahoma Uniform

Securities Act of 2004, and a resale transaction by a sponsor of a

unit investment trust registered under the Investment Company Act of

1940, in a security of a class that has been outstanding in the

hands of the public for at least ninety (90) days, if, at the date

of the transaction:

a. the issuer of the security is engaged in business, the

issuer is not in the organizational stage or in

bankruptcy or receivership, and the issuer is not a

blank check, blind pool, or shell company that has no

specific business plan or purpose or has indicated

that its primary business plan is to engage in a

merger or combination of the business with, or an

acquisition of, an unidentified person,

b. the security is sold at a price reasonably related to

its current market price,

c. the security does not constitute the whole or part of

an unsold allotment to, or a subscription or

participation by, the broker-dealer as an underwriter

of the security or a redistribution, and

d. a nationally recognized securities manual or its

electronic equivalent designated by rule adopted or

order issued under this act or a record filed with the

Securities and Exchange Commission that is publicly

available contains:

(1) a description of the business and operations of

the issuer,

(2) the names of the issuer's executive officers and

the names of the issuer's directors, if any,

(3) an audited balance sheet of the issuer as of a

date within eighteen (18) months before the date

of the transaction or, in the case of a

reorganization or merger when the parties to the

Oklahoma Statutes - Title 71. Securities Page 18

reorganization or merger each had an audited

balance sheet, a pro forma balance sheet for the

combined organization, and

(4) an audited income statement for each of the

issuer's two (2) immediately previous fiscal

years or for the period of existence of the

issuer, whichever is shorter, or, in the case of

a reorganization or merger when each party to the

reorganization or merger had audited income

statements, a pro forma income statement, or

e. the issuer of the security has a class of equity

securities listed on a national securities exchange

registered under the Securities Exchange Act of 1934

or designated for trading on the National Association

of Securities Dealers Automated Quotation System,

unless the issuer of the security is a unit investment

trust registered under the Investment Company Act of

1940; or the issuer of the security, including its

predecessors, has been engaged in continuous business

for at least three (3) years; or the issuer of the

security has total assets of at least Two Million

Dollars ($2,000,000.00) based on an audited balance

sheet as of a date within eighteen (18) months before

the date of the transaction or, in the case of a

reorganization or merger when the parties to the

reorganization or merger each had the audited balance

sheet, a pro forma balance sheet for the combined

organization;

3. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under this act in a security

of a foreign issuer that is a margin security defined in regulations

or rules adopted by the Board of Governors of the Federal Reserve

System;

4. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under the Oklahoma Uniform

Securities Act of 2004 in an outstanding security if the guarantor

of the security files reports with the Securities and Exchange

Commission under the reporting requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
System;

4. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under the Oklahoma Uniform

Securities Act of 2004 in an outstanding security if the guarantor

of the security files reports with the Securities and Exchange

Commission under the reporting requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));

5. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under the Oklahoma Uniform

Securities Act of 2004 in a security that:

a. is rated at the time of the transaction by a

nationally recognized statistical rating organization

in one of its four highest rating categories, or

b. has a fixed maturity or a fixed interest or dividend,

if:

Oklahoma Statutes - Title 71. Securities Page 19

(1) a default has not occurred during the current

fiscal year or within the three (3) previous

fiscal years or during the existence of the

issuer and any predecessor if less than three (3)

fiscal years, in the payment of principal,

interest, or dividends on the security, and

(2) the issuer is engaged in business, is not in the

organizational stage or in bankruptcy or

receivership, and is not and has not been within

the previous twelve (12) months a blank check,

blind pool, or shell company that has no specific

business plan or purpose or has indicated that

its primary business plan is to engage in a

merger or combination of the business with, or an

acquisition of, an unidentified person;

6. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under the Oklahoma Uniform

Securities Act of 2004 effecting an unsolicited order or offer to

purchase;

7. A nonissuer transaction executed by a bona fide pledgee

without the purpose of evading the Oklahoma Uniform Securities Act

of 2004;

8. A nonissuer transaction by a federal covered investment

adviser with investments under management in excess of One Hundred

Million Dollars ($100,000,000.00) acting in the exercise of

discretionary authority in a signed record for the account of

others;

9. A transaction in a security, whether or not the security or

transaction is otherwise exempt, in exchange for one or more bona

fide outstanding securities, claims, or property interests, or

partly in such exchange and partly for cash, if the terms and

conditions of the issuance and exchange or the delivery and exchange

and the fairness of the terms and conditions have been approved by

the Administrator after a hearing;

10. A transaction between the issuer or other person on whose

behalf the offering is made and an underwriter, or among

underwriters;

11. A transaction in a note, bond, debenture, or other evidence

of indebtedness secured by a mortgage or other security agreement

if:

a. the note, bond, debenture, or other evidence of

indebtedness is offered and sold with the mortgage or

other security agreement as a unit,

b. a general solicitation or general advertisement of the

transaction is not made, and

c. a commission or other remuneration is not paid or

given, directly or indirectly, to a person not

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registered under the Oklahoma Uniform Securities Act

of 2004 as a broker-dealer or as an agent;

12. A transaction by an executor, administrator of an estate,

sheriff, marshal, receiver, trustee in bankruptcy, guardian, or

conservator;

13. A sale or offer to sell to:

a. an institutional investor,

b. a federal covered investment adviser, or

c. any other person exempted by rule adopted or order

issued under the Oklahoma Uniform Securities Act of

2004;

14. A sale or an offer to sell securities by an issuer, if the

transaction is part of a single issue in which:

a. not more than twenty-five purchasers during any twelve
tor;

13. A sale or offer to sell to:

a. an institutional investor,

b. a federal covered investment adviser, or

c. any other person exempted by rule adopted or order

issued under the Oklahoma Uniform Securities Act of

2004;

14. A sale or an offer to sell securities by an issuer, if the

transaction is part of a single issue in which:

a. not more than twenty-five purchasers during any twelve

(12) consecutive months, other than those designated

in paragraph 13 of this section,

b. a general solicitation or general advertising is not

made in connection with the offer to sell or sale of

the securities,

c. a commission or other remuneration is not paid or

given, directly or indirectly, to a person other than

a broker-dealer registered under the Oklahoma Uniform

Securities Act of 2004 or an agent registered under

the Oklahoma Uniform Securities Act of 2004 for

soliciting a prospective purchaser in this state, and

d. the issuer reasonably believes that all the purchasers

in this state, other than those designated in

paragraph 13 of this section, are purchasing for

investment;

15. A transaction under an offer to existing security holders

of the issuer, including persons that at the date of the transaction

are holders of convertible securities, options, or warrants, if:

a. no commission or other remuneration, other than a

standby commission, is paid or given, directly or

indirectly, for soliciting a security holder in this

state, or

b. the issuer first files a notice specifying the terms

of the offer and the Administrator, by order, does not

disallow the exemption within the next ten (10) full

business days;

16. A sale from or in this state to not more than thirty-two

persons of a unit consisting of interests in oil, gas or mining

titles or leases or any certificate of interest or participation, or

conveyance in any form of an interest therein, or in payments out of

production pursuant to such titles or leases, whether or not offered

in conjunction with, or as an incident to, an operating agreement or

other contract to drill oil or gas wells or otherwise exploit the

Oklahoma Statutes - Title 71. Securities Page 21

minerals on the particular leases, whether or not the seller or any

buyers are then present in this state, if:

a. the seller reasonably believes that all buyers are

purchasing for investment,

b. no commission is paid or given directly or indirectly

for the solicitation of any such sale excluding any

commission paid or given by and between parties each

of whom is engaged in the business of exploring for or

producing oil and gas or other valuable minerals,

c. no public advertising or public solicitation is used

in any such solicitation or sale, and

d. sales are effected only to persons the seller has

reasonable cause to believe are capable of evaluating

the risk of the prospective investment and able to

bear the economic risk of the investment; but the

Administrator, by rule or order, as to any specific

transaction, may withdraw or further condition this

exemption or decrease the number of sales permitted or

waive the conditions in subparagraphs a, b and c of

this paragraph, with or without substitution of a

limitation on remuneration.

For purposes of this subsection, no units of the issuer shall be

integrated; however, this exemption cannot be combined or used in

conjunction with any other transactional exemption.

17. An offer to sell, but not a sale, of a security not exempt

from registration under the Securities Act of 1933 if:

a. a registration or offering statement or similar record

as required under the Securities Act of 1933 has been

filed, but is not effective, or the offer is made in

compliance with Rule 165 adopted under the Securities

Act of 1933 (17 C.F.R. 230.165), and

b. no stop order of which the offeror is aware has been

issued against the offeror by the Administrator or the

Securities and Exchange Commission, and an audit,
fering statement or similar record

as required under the Securities Act of 1933 has been

filed, but is not effective, or the offer is made in

compliance with Rule 165 adopted under the Securities

Act of 1933 (17 C.F.R. 230.165), and

b. no stop order of which the offeror is aware has been

issued against the offeror by the Administrator or the

Securities and Exchange Commission, and an audit,

inspection, or proceeding that is public and that may

culminate in a stop order is not known by the offeror

to be pending;

18. An offer to sell, but not a sale, of a security exempt from

registration under the Securities Act of 1933 if:

a. a registration statement has been filed under this

act, but is not effective,

b. a solicitation of interest is provided in a record to

offerees in compliance with a rule adopted by the

Administrator under the Oklahoma Uniform Securities

Act of 2004, and

c. a stop order of which the offeror is aware has not

been issued by the Administrator under the Oklahoma

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Uniform Securities Act of 2004 and an audit,

inspection, or proceeding that may culminate in a stop

order is not known by the offeror to be pending;

19. A transaction involving the distribution of the securities

of an issuer to the security holders of another person in connection

with a merger, consolidation, exchange of securities, sale of

assets, or other reorganization to which the issuer, or its parent

or subsidiary and the other person, or its parent or subsidiary, are

parties if:

a. the securities to be distributed are registered under

the Securities Act of 1933 before the vote by security

holders on the transaction, or

b. the securities to be distributed are not required to

be registered under the Securities Act of 1933,

written notice of the transaction and a copy of the

materials, if any, by which approval of the

transaction will be solicited from such security

holders is given to the Administrator at least ten

(10) full business days before the vote by security

holders on the transaction and the Administrator does

not commence a proceeding to deny the exemption within

the next ten (10) full business days; however, such

notice shall not be required if the sole purpose of

the transaction is to change an issuer's domicile

solely within the United States;

20. A rescission offer, sale, or purchase under Section 1-510

of this title;

21. An offer or sale of a security through a broker-dealer

registered under the Oklahoma Uniform Securities Act of 2004 to a

person not a resident of this state and not present in this state if

the offer or sale does not constitute a violation of the laws of the

state or foreign jurisdiction in which the offeree or purchaser is

present and is not part of an unlawful plan or scheme to evade the

Oklahoma Uniform Securities Act of 2004;

22. Employees' stock purchase, savings, option, profit-sharing,

pension, or similar employees' benefit plan, including any

securities, plan interests, and guarantees issued under a

compensatory benefit plan or compensation contract, contained in a

record, established by the issuer, its parents, its majority-owned

subsidiaries, or the majority-owned subsidiaries of the issuer's

parent for the participation of their employees including offers or

sales of such securities to:

a. directors; general partners; trustees, if the issuer

is a business trust; officers; consultants; and

advisors,

b. family members who acquire such securities from those

persons through gifts or domestic relations orders,

Oklahoma Statutes - Title 71. Securities Page 23

c. former employees, directors, general partners,

trustees, and officers if those individuals were

employed by or providing services to the issuer when

the securities were offered, and

d. insurance agents who are exclusive insurance agents of

the issuer, or the issuer's subsidiaries or parents,
sons through gifts or domestic relations orders,

Oklahoma Statutes - Title 71. Securities Page 23

c. former employees, directors, general partners,

trustees, and officers if those individuals were

employed by or providing services to the issuer when

the securities were offered, and

d. insurance agents who are exclusive insurance agents of

the issuer, or the issuer's subsidiaries or parents,

or who derive more than fifty percent (50%) of their

annual income from those organizations;

23. A transaction involving:

a. a stock dividend or equivalent equity distribution,

whether the corporation or other business organization

distributing the dividend or equivalent equity

distribution is the issuer or not, if nothing of value

is given by stockholders or other equity holders for

the dividend or equivalent equity distribution other

than the surrender of a right to a cash or property

dividend if each stockholder or other equity holder

may elect to take the dividend or equivalent equity

distribution in cash, property, or stock,

b. an act incident to a judicially approved

reorganization in which a security is issued in

exchange for one or more outstanding securities,

claims, or property interests, or partly in such

exchange and partly for cash, or

c. the solicitation of tenders of securities by an

offeror in a tender offer in compliance with Rule 162

adopted under the Securities Act of 1933 (17 C.F.R.

230.162);

24. A nonissuer transaction in an outstanding security by or

through a broker-dealer registered or exempt from registration under

this act, if the issuer is a reporting issuer in a foreign

jurisdiction designated by this paragraph or by rule adopted or

order issued under the Oklahoma Uniform Securities Act of 2004; has

been subject to continuous reporting requirements in the foreign

jurisdiction for not less than one hundred eighty (180) days before

the transaction; and the security is listed on the foreign

jurisdiction's securities exchange that has been designated by this

paragraph or by rule adopted or order issued under the Oklahoma

Uniform Securities Act of 2004, or is a security of the same issuer

that is of senior or substantially equal rank to the listed security

or is a warrant or right to purchase or subscribe to any of the

foregoing. For purposes of this paragraph, Canada, together with

its provinces and territories, is a designated foreign jurisdiction

and The Toronto Stock Exchange, Inc., is a designated securities

exchange. After an administrative hearing in compliance with the

Administrative Procedures Act, the Administrator, by rule adopted or

order issued under the Oklahoma Uniform Securities Act of 2004, may

Oklahoma Statutes - Title 71. Securities Page 24

revoke the designation of a securities exchange under this

paragraph, if the Administrator finds that revocation is necessary

or appropriate in the public interest and for the protection of

investors; or

25. A sale or offer to sell a security by an issuer if:

a. the issuer is a corporation or other business entity

residing in and doing business in this state and the

transaction meets the requirements of the federal

exemption for intrastate offerings in Section 3(a)(11)

of the Securities Act of 1933, 15 U.S.C. 77c(a)(11)

and Rule 147A adopted under the Securities Act of 1933

(17 C.F.R. 230.147A) and as such the securities shall

be sold only to persons who are residents of this

state at the time of purchase,

b. the sum of all cash and other consideration to be

received for the sale of securities in reliance on

this exemption shall be limited to Five Million

Dollars ($5,000,000.00),

c. the aggregate value of securities sold under this

exemption by an issuer to any one person does not

exceed Five Thousand Dollars ($5,000.00) unless the

purchaser is an accredited investor as that term is

defined by Rule 501 of Regulation D of the Securities

Act of 1933 (17 C.F.R. 230.501),
securities in reliance on

this exemption shall be limited to Five Million

Dollars ($5,000,000.00),

c. the aggregate value of securities sold under this

exemption by an issuer to any one person does not

exceed Five Thousand Dollars ($5,000.00) unless the

purchaser is an accredited investor as that term is

defined by Rule 501 of Regulation D of the Securities

Act of 1933 (17 C.F.R. 230.501),

d. a commission or other renumeration is not paid or

given, directly or indirectly, to a person not

registered under the Oklahoma Uniform Securities Act

of 2004 as a broker-dealer or as an agent,

e. the issuer reasonably believes that all purchasers are

purchasing for investment and not for sale in

connection with a distribution of the security,

f. the issuer distributes to prospective purchasers a

disclosure document containing the information set

forth by rule adopted under the Oklahoma Uniform

Securities Act of 2004,

g. the issuer, at least ten (10) business days prior to a

sale, files a notice of exemption with the Department

accompanied by the disclosure document required by

paragraph f of this subsection, and the filing fee set

forth in the Oklahoma Uniform Securities Act of 2004,

pursuant to Section 1-612 of Title 71 of the Oklahoma

Statutes,

h. the issuer files with the Department, for as long as

the offering is continuing, quarterly and fiscal year-

end reports containing any changes to information that

has become inaccurate or incomplete in any material

Oklahoma Statutes - Title 71. Securities Page 25

respect including, but not limited to, the most recent

financial statements, and

i. the issuer holds funds received from sales made in

reliance on this exemption in an escrow account

established in a bank or depository institution

authorized to do business in this state and subject to

regulation under the laws of the United States or

under the laws of this state until the aggregate funds

raised from all purchases is equal to or greater than

the minimum target offering amount specified in the

disclosure document. All funds shall be used in

accordance with the representations made by the issuer

in the disclosure document required by subparagraph f

of this paragraph.

Notwithstanding the foregoing provisions of this subsection, an

issuer shall be prohibited from offering securities under this

subsection if the issuer or any of its principals or control

persons:

(1) within the last five (5) years has filed a

registration statement that is the subject of a

currently effective registration stop order

entered by any state securities administrator or

the Securities and Exchange Commission,

(2) within the last five (5) years has been convicted

of any criminal offense in connection with the

offer, purchase, or sale of any security or

involving fraud or deceit,

(3) is currently subject to any state or federal

administrative enforcement order or judgment

entered within the last five (5) years finding

fraud or deceit in connection with the purchase

or sale of any security, or

(4) is currently subject to any order, judgment or

decree of any court of competent jurisdiction

entered within the last five (5) years

temporarily, preliminarily or permanently

restraining or enjoining such party from engaging

in or continuing to engage in any conduct or

practice involving fraud or deceit in connection

with the purchase or sale of any security.

Nothing in this subsection prohibits the use of general

solicitation or general advertising in connection with the exemption

under this subsection.

As to a particular offering, the Administrator may by rule or

order withdraw or further condition the exemption under this

subsection.

Oklahoma Statutes - Title 71. Securities Page 26