Okla. Stat. tit. 71, § 71-1-509

A. Enforcement of civil liability under this section is subject

to the Securities Litigation Uniform Standards Act of 1998.

B. A person is liable to a purchaser if the person sells a

security in violation of Section 1-301 of this title, or by means of

an untrue statement of a material fact or an omission to state a

material fact necessary in order to make the statement made, in

light of the circumstances under which it is made, not misleading,

the purchaser not knowing the untruth or omission, and the seller

not sustaining the burden of proof that the seller did not know and,

in the exercise of reasonable care, could not have known of the

untruth or omission. An action under this subsection is governed by

the following:

1. The purchaser may maintain an action at law or in equity to

recover the consideration paid for the security, and interest at the

legal rate of interest per year from the date of the purchase, less

the amount of any income received on the security, plus costs, and

reasonable attorneys' fees determined by the court, upon the tender

of the security, or for actual damages as provided in paragraph 3 of

this subsection.

2. The tender referred to in paragraph 1 of this subsection may

be made any time before entry of judgment. Tender requires only

notice in a record of ownership of the security and willingness to

exchange the security for the amount specified. A purchaser that no

longer owns the security may recover actual damages as provided in

paragraph 3 of this subsection.

3. Actual damages in an action arising under this subsection

are the amount that would be recoverable upon a tender, less the

value of the security when the purchaser disposed of it, and

interest at the legal rate of interest per year from the date of

purchase, costs, and reasonable attorneys' fees determined by the

court.

C. A person is liable to the seller if the person buys a

security by means of an untrue statement of a material fact or

omission to state a material fact necessary in order to make the

statement made, in light of the circumstances under which it is

made, not misleading, the seller not knowing of the untruth or

omission, and the purchaser not sustaining the burden of proof that

the purchaser did not know, and in the exercise of reasonable care,

could not have known of the untruth or omission. An action under

this subsection is governed by the following:

Oklahoma Statutes - Title 71. Securities Page 63

1. The seller may maintain an action at law or in equity to

recover the security, and any income received on the security,

costs, and reasonable attorney's fees determined by the court, upon

the tender of the purchase price, or for actual damages as provided

in paragraph 3 of this subsection.

2. The tender referred to in paragraph 1 of this subsection may

be made any time before entry of judgment. Tender requires only

notice in a record of the present ability to pay the amount tendered

and willingness to take delivery of the security for the amount

specified. If the purchaser no longer owns the security, the seller

may recover actual damages as provided in paragraph 3 of this

subsection.

3. Actual damages in an action arising under this subsection

are the difference between the price at which the security was sold

and the value the security would have had at the time of the sale in

the absence of the purchaser's conduct causing liability, and

interest at the legal rate of interest per year from the date of the

sale of the security, costs, and reasonable attorneys' fees

determined by the court.

D. A person acting as a broker-dealer or agent that sells or

buys a security in violation of subsection A of Section 1-401,

subsection A of Section 1-402, or Section 1-506 of this title is

liable to the customer. The customer, if a purchaser, may maintain

an action at law or in equity for recovery of actual damages as
e security, costs, and reasonable attorneys' fees

determined by the court.

D. A person acting as a broker-dealer or agent that sells or

buys a security in violation of subsection A of Section 1-401,

subsection A of Section 1-402, or Section 1-506 of this title is

liable to the customer. The customer, if a purchaser, may maintain

an action at law or in equity for recovery of actual damages as

specified in paragraphs 1 through 3 of subsection B of this section;

or, if a seller, a remedy as specified in paragraphs 1 through 3 of

subsection C of this section.

E. A person acting as an investment adviser or investment

adviser representative that provides investment advice for

compensation in violation of subsection A of Section 1-403,

subsection A of Section 1-404, or Section 1-506 of this title is

liable to the client. The client may maintain an action at law or

in equity to recover the consideration paid for the advice, interest

at the legal rate of interest per year from the date of payment,

costs, and reasonable attorney's fees determined by the court.

F. A person that receives directly or indirectly any

consideration for providing investment advice to another person and

that employs a device, scheme, or artifice to defraud the other

person or engages in an act, practice, or course of business that

operates or would operate as a fraud or deceit on the other person,

is liable to the other person. An action under this subsection is

governed by the following:

1. The person defrauded may maintain an action to recover the

consideration paid for the advice and the amount of any actual

damages caused by the fraudulent conduct, interest at the legal rate

of interest per year from the date of the fraudulent conduct, costs,

Oklahoma Statutes - Title 71. Securities Page 64

and reasonable attorney's fees determined by the court, less the

amount of any income received as a result of the fraudulent conduct.

2. This subsection does not apply to a broker-dealer or its

agents, if the investment advice is solely incidental to the conduct

of business as a broker-dealer and no special compensation is

received for the investment advice.

G. The following persons are liable jointly and severally with

and to the same extent as persons liable under subsections B through

F of this section:

1. A person that directly or indirectly controls a person

liable under subsections B through F of this section, unless the

controlling person sustains the burden of proof that the person did

not know, and in the exercise of reasonable care could not have

known, of the existence of the conduct by reason of which the

liability is alleged to exist;

2. An individual who is a managing partner, executive officer,

or director of a person liable under subsections B through F of this

section, including an individual having a similar status or

performing similar functions, unless the individual sustains the

burden of proof that the individual did not know and, in the

exercise of reasonable care could not have known, of the existence

of the conduct by reason of which the liability is alleged to exist;

3. An individual who is an employee of or associated with a

person liable under subsections B through F of this section and who

materially aids the conduct giving rise to the liability, unless the

individual sustains the burden of proof that the individual did not

know and, in the exercise of reasonable care could not have known,

of the existence of the conduct by reason of which the liability is

alleged to exist;

4. A person that is a broker-dealer, agent, investment adviser,

or investment adviser representative that materially aids the

conduct giving rise to the liability under subsections B through F

of this section, unless the person sustains the burden of proof that

the person did not know and, in the exercise of reasonable care

could not have known, of the existence of the conduct by reason of
;

4. A person that is a broker-dealer, agent, investment adviser,

or investment adviser representative that materially aids the

conduct giving rise to the liability under subsections B through F

of this section, unless the person sustains the burden of proof that

the person did not know and, in the exercise of reasonable care

could not have known, of the existence of the conduct by reason of

which liability is alleged to exist; and

5. Any other person who materially aids in the conduct giving

rise to the liability under subsections B through F of this section,

unless the person sustains the burden or proof that the person did

not know and, in the exercise of reasonable care could not have

known, of the existence of the conduct by reason of which liability

is alleged to exist.

H. A person liable under this section has a right of

contribution as in cases of contract against any other person liable

under this section for the same conduct.

I. A cause of action under this section survives the death of

an individual who might have been a plaintiff or defendant.

Oklahoma Statutes - Title 71. Securities Page 65

J. A person may not obtain relief:

1. Under subsection B of this section for violation of Section

1-301 of this title, or under subsection D or E of this section,

unless the action is commenced within one (1) year after the

violation occurred; or

2. Under subsection B of this section, other than for violation

of Section 1-301 of this title, or under subsection C or F of this

section, unless the action is instituted within the earlier of two

(2) years after discovery of the facts constituting the violation or

five (5) years after such violation.

K. A person that has made, or has engaged in the performance

of, a contract in violation of this act or a rule adopted or order

issued under this act, or that has acquired a purported right under

the contract with knowledge of conduct by reason of which its making

or performance was in violation of this act, may not base an action

on the contract.

L. A condition, stipulation, or provision binding a person

purchasing or selling a security or receiving investment advice to

waive compliance with this act or a rule adopted or order issued

under this act is void.

M. The rights and remedies provided by this act are in addition

to any other rights or remedies that may exist, but this act does

not create a cause of action not specified in this section.