Okla. Stat. tit. 71, § 71-1-402

A. It is unlawful and shall be deemed a Class C2 felony offense

for an individual to transact business in this state as an agent

unless the individual is registered under this act as an agent or is

exempt from registration as an agent under subsection B of this

section.

B. The following individuals are exempt from the registration

requirement of subsection A of this section:

1. An individual who represents a broker-dealer in effecting

transactions in this state limited to those described in Section

15(i)(3) of the Securities Exchange Act of 1934 (15 U.S.C. Section

78o(i)(3));

2. An individual who represents a broker-dealer that is exempt

under subsection B or D of Section 1-401 of this title;

3. An individual who represents an issuer with respect to an

offer or sale of the issuer's own securities or those of the

issuer's parent or any of the issuer's subsidiaries to existing

employees, partners, members or directors of the issuer or the

issuer's parent or any of the issuer's subsidiaries, and who is not

compensated in connection with the individual's participation by the

payment of commissions or other remuneration based, directly or

indirectly, on transactions in those securities;

4. An individual who represents an issuer and who effects

transactions in the issuer's securities exempted by Section 1-202 of

this title, other than paragraphs 11 and 14 of Section 1-202 of this

title;

5. An individual who represents an issuer who effects

transactions solely in federal covered securities of the issuer, but

an individual who effects transactions in a federal covered security

under Section 18(b)(3) or 18(b)(4)(F) of the Securities Act of 1933

(15 U.S.C. Section 77r(b)(3) or 77r(b)(4)(F)) is not exempt if the

individual is compensated in connection with the agent's

Oklahoma Statutes - Title 71. Securities Page 45

participation by the payment of commissions or other remuneration

based, directly or indirectly, on transactions in those securities;

6. An individual who represents a broker-dealer registered in

this state under subsection A of Section 1-401 of this title or

exempt under subsection B of Section 1-401 of this title in the

offer and sale of securities for an account of a nonaffiliated

federal covered investment adviser with investments under management

in excess of One Hundred Million Dollars ($100,000,000.00) acting

for the account of others pursuant to discretionary authority in a

signed record;

7. An individual who represents an issuer in connection with

the purchase of the issuer's own securities;

8. An individual who represents an issuer and who restricts

participation to performing ministerial or clerical work; or

9. Any other individual exempted by rule adopted or order

issued under this act.

C. The registration of an agent is effective only while the

agent is employed by or associated with a broker-dealer registered

under this act or an issuer that is offering, selling or purchasing

its securities in this state.

D. It is unlawful and shall be deemed a Class C2 felony offense

for a broker-dealer, or an issuer engaged in offering, selling, or

purchasing securities in this state, to employ or associate with an

agent who transacts business in this state on behalf of broker-

dealers or issuers unless the agent is registered under subsection A

of this section or exempt from registration under subsection B of

this section.

E. Unless prohibited by rule adopted or order issued under this

act, an individual may act as an agent for more than one broker-

dealer or more than one issuer at a time.

F. It is unlawful and shall be deemed a Class C2 felony offense

for an individual acting as an agent, directly or indirectly, to

conduct business in this state on behalf of a broker-dealer or

issuer if the registration of the individual as an agent is

suspended or revoked under this act; or the individual is barred
an agent for more than one broker-

dealer or more than one issuer at a time.

F. It is unlawful and shall be deemed a Class C2 felony offense

for an individual acting as an agent, directly or indirectly, to

conduct business in this state on behalf of a broker-dealer or

issuer if the registration of the individual as an agent is

suspended or revoked under this act; or the individual is barred

from employment or association with a broker-dealer by an order

under this act, the Securities and Exchange Commission, or a self-

regulatory organization; or the individual is subject to an order of

a court of competent jurisdiction temporarily, preliminarily or

permanently enjoining such individual from conducting business in

this state on behalf of a broker-dealer or issuer.