HB 311 — Securities

(12) The isolated sale or offer for sale of securities when made by or on behalf of a bona fide owner, not the issuer Page 28 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (12) The isolated sale or offer for sale of securities when made by or on behalf of a bona fide owner, not the issuer or underwriter, of the securities, who disposes of such securities for the owner's own account, and such sale is not made directly or indirectly for the benefit of the issuer or an underwriter of such securities or for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading this chapter.

(14) An unsolicited purchase or sale of securities on order of, and as the agent for, another solely and exclusively Page 29 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (14) An unsolicited purchase or sale of securities on order of, and as the agent for, another solely and exclusively by a dealer registered pursuant to s.

2.Page 30 of112 CODING:

The option is not sold by or for the benefit of the issuer of the underlying security;

and Page 30 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 3.2.

The option is not sold by or for the benefit of the issuer of the underlying security;

and 3.

and all securities senior to any securities so listed or approved for listing upon notice of issuance, or represented by subscription rights which have been so listed or approved for listing upon notice of issuance, or evidences of Page 31 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 represented by subscription rights which have been so listed or approved for listing upon notice of issuance, or evidences of indebtedness guaranteed by an issuer with a class of securities listed or approved for listing upon notice of issuance by such securities exchange, such securities to be exempt only so long as such listings or approvals remain in effect.

provided that, at the time ofPage the32 transaction,of112 theCODING: following conditions are met:

(a)1.

The issuer of the security is actually engaged in Page 32 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 businessof and is not in the organizationaltransaction, stage or in bankruptcy or receivership and is not a blank check, blind pool, or shell company whose primary plan of business is to engage in a merger or combination of the businessfollowing with,conditions orare anmet: acquisition of, an unidentified person;

(a)1.

The issuer of the security is actually engaged in business and is not in the organizational stage or in bankruptcy or receivership and is not a blank check, blind pool, or shell company whose primary plan of business is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;

An audited balance sheet of the issuer as of a date within 18 months before such transaction or, in the case of a reorganization or merger in which parties to the reorganization or merger had such audited balance sheet, a pro forma balance Page 33 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 reorganization or merger in which parties to the reorganization or merger had such audited balance sheet, a pro forma balance sheet;

The issuer of the security has total assets of at least $2 million based on an audited balance sheet as of a date within 18 months before such transaction or, in the case of a Page 34 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 $2 million based on an audited balance sheet as of a date within 18 months before such transaction or, in the case of a reorganization or merger in which parties to the reorganization or merger had such audited balance sheet, a pro forma balance sheet.

If, after an administrative hearingPage in35 complianceof112 withCODING: ss.

120.569 and 120.57, the office finds that revocation is necessary or appropriate in furtherance Page 35 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 ofhearing thein publiccompliance interestwith andss. for the protection of investors, it may revoke the designation of a securities exchange under this subsection.

120.569 and 120.57, the office finds that revocation is necessary or appropriate in furtherance of the public interest and for the protection of investors, it may revoke the designation of a securities exchange under this subsection.

517.07 do not apply to a securities transaction conducted in accordance with this section;Page 36 of112 CODING:

however, such transaction is subject to s.

517.301 Notwithstanding any other provision of this chapter, an offer or Page 36 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 salesection; of a security by an issuer is an exempt transaction under s.

however, such transaction is subject to s.

517.301 Notwithstanding any other provision of this chapter, an offer or sale of a security by an issuer is an exempt transaction under s.

For an offering of less than $2.5 million, the issuer may, but is not requiredPage to,37 useof112 suchCODING: a dealer or intermediary.

(c) May not be, either before or as a result of the Page 37 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 offering,required anto, investmentuse companysuch asa defineddealer inor s.intermediary.

(c) May not be, either before or as a result of the offering, an investment company as defined in s.

(f) Must deposit all funds received from investors in an account in Execute an escrow agreement with a federally insured financial institution authorized to do business in this the state, and maintain all such funds in the account until the targetPage offering38 amountof112 hasCODING: been reached or the offering has been terminated or has expired.

If the target offering amount has not Page 38 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 beentarget reachedoffering withinamount thehas periodbeen specifiedreached by the issuer in the disclosure statement provided to investors, or if the offering ishas been terminated or expires,has theexpired. issuer must refund invested funds to all investors within 10 business days after such occurrence for the deposit of investor funds, and ensure that all offering proceeds are provided to the issuer only when the aggregate capital raised from all investors is equal to or greater than the target offering amount.

If the target offering amount has not been reached within the period specified by the issuer in the disclosure statement provided to investors, or if the offering is terminated or expires, the issuer must refund invested funds to all investors within 10 business days after such occurrence for the deposit of investor funds, and ensure that all offering proceeds are provided to the issuer only when the aggregate capital raised from all investors is equal to or greater than the target offering amount.

A notice is effective upon receipt, by the office, of the completedPage form,39 filingof112 fee,CODING: and an irrevocable written consent to service of civil process, similar to that provided for in s.

Page 39 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 517.101.completed form, filing fee, and an irrevocable written consent to service of civil process, similar to that provided for in s.

517.101.

(f) Require an attestation under oath that the issuer, its predecessors, affiliated issuers, directors, officers, and Page 40 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (f) Require an attestation under oath that the issuer, its predecessors, affiliated issuers, directors, officers, and control persons, or any other person occupying a similar status or performing a similar function, are not currently and have not been within the past 10 years the subject of regulatory or criminal actions involving fraud or deceit.

Any general advertising or other generalPage announcement41 mustof112 stateCODING: that the offering is limited and open only to residents of this state.

Page 41 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (8)general Theannouncement issuer must providestate a disclosure statement to investors and the dealer or intermediary, along with a copy to the office at the time that the noticeoffering is filed,limited and makeopen availableonly to potentialresidents investorsof throughthis thestate. dealer or intermediary, as applicable;

(8) The issuer must provide a disclosure statement to investors and the dealer or intermediary, along with a copy to the office at the time that the notice is filed, and make available to potential investors through the dealer or intermediary, as applicable;

(e) The target offering amount and, the deadline to reach the target offering amount, and regular updates regarding the progressPage of42 theof112 issuerCODING: in meeting the target offering amount.

(f) The price to the public of the securities or the Page 42 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 methodprogress forof determiningthe issuer in meeting the price.target offering amount.

(f) The price to the public of the securities or the method for determining the price.

5.Page 43 of112 CODING:

The risks to purchasers of the securities relating to minority ownership in the issuer, the risks associated with Page 43 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 corporate5. action, including additional issuances of shares, a sale of the issuer or of assets of the issuer, or transactions with related parties.

The risks to purchasers of the securities relating to minority ownership in the issuer, the risks associated with corporate action, including additional issuances of shares, a sale of the issuer or of assets of the issuer, or transactions with related parties.

For offerings that, in combination with all other offerings of the issuer within the preceding 12-month period, have target offering amounts of more than $500,000 $100,000, but Page 44 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 offerings of the issuer within the preceding 12-month period, have target offering amounts of more than $500,000 $100,000, but not more than $2.5 million $500,000, the description must include financial statements prepared in accordance with generally accepted accounting principles and reviewed by a certified public accountant, as defined in s.

These securities are offered under, and will be sold Page 45 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 These securities are offered under, and will be sold in reliance upon, an exemption from the registration requirements of federal and Florida securities laws.

The escrow agreement must require that all offering proceeds be released to the issuer only when the aggregate capital raised from all investors is equal to or greater than the minimum target offering amount specified in the disclosure statement as necessary to implement the business plan, and that all investors will receive a full return of their investment commitment if that target offering Page 46 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 the business plan, and that all investors will receive a full return of their investment commitment if that target offering amount is not raised by the date stated in the disclosure statement.

(b) Ten percent of the annual income or net worth of such investor, not to exceed a maximum aggregate amount sold of $100,000, if either the annual income or net worth of the Page 47 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 investor, not to exceed a maximum aggregate amount sold of $100,000, if either the annual income or net worth of the investor is equal to or exceeds $100,000.

For purposesPage of48 s.of112 CODING:

120.60(6), failure to pay the required notice filing fee constitutes an immediate and serious danger to the Page 48 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 publicpurposes health,of safety,s. and welfare.

120.60(6), failure to pay the required notice filing fee constitutes an immediate and serious danger to the public health, safety, and welfare.

(a) Take measures, as established by commission rule, to reduce the risk of fraud with respect to the transactions, Page 49 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (a) Take measures, as established by commission rule, to reduce the risk of fraud with respect to the transactions, including verifying that the issuer is in compliance with the requirements of this section and, if necessary, denying an issuer access to its platform if the intermediary believes it is unable to adequately assess the risk of fraud of the issuer or its potential offering.

The commission may adopt rules authorizing additional forms of identification and prescribing the process for verifying any identification presented by the prospective Page 50 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 additional forms of identification and prescribing the process for verifying any identification presented by the prospective investor.

(e)(h)Page Provide51 aof112 monthlyCODING: update for each offering, after the first full month after the date of the offering.

The update Page 51 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 must(e)(h) beProvide accessiblea onmonthly theupdate intermediary'sfor websiteeach andoffering, mustafter display the datefirst andfull amountmonth ofafter eachthe saledate of securities, and each cancellation of commitment to invest, in the previousoffering. calendar month.

The update must be accessible on the intermediary's website and must display the date and amount of each sale of securities, and each cancellation of commitment to invest, in the previous calendar month.

I may be subject to tax on my share of the taxable income and losses of the issuer, whether or not I have sold or Page 52 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 I may be subject to tax on my share of the taxable income and losses of the issuer, whether or not I have sold or otherwise disposed of my investment or received any dividends or other distributions from the issuer.

chapter X applicable to registered brokers;Page 53 of112 CODING:

and comply with the privacy requirements of 17 C.F.R.

part 248 relating to brokers.

Page 53 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (13)(14)brokers; An intermediary not registered as a dealer under s.

and comply with the privacy requirements of 17 C.F.R.

part 248 relating to brokers.

(13)(14) An intermediary not registered as a dealer under s.

(15) Any sale made pursuant to the exemption created under this section is voidable by the purchaser within 3 days after the first tender of consideration is made by such purchaser to Page 54 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 this section is voidable by the purchaser within 3 days after the first tender of consideration is made by such purchaser to the issuer by notifying the issuer that the purchaser expressly voids the purchase.

(3) The offer or sale of securities under this section must meet the requirements of the federal exemption for intrastatePage offerings55 inof112 s.CODING:

3(a)(11) of the Securities Act of 1933, Securities and Exchange Commission Rule 147, or Securities Page 55 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 andintrastate Exchangeofferings Commissionin Rules. 147A, as amended.

3(a)(11) of the Securities Act of 1933, Securities and Exchange Commission Rule 147, or Securities and Exchange Commission Rule 147A, as amended.

1.

The issuer reasonably believes that the purchaser is an accredited investor.

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 2.1.

The issuer reasonably believes that the purchaser is an accredited investor.

2.

(8) A purchaser must receive, at least 3 business days before any binding commitment to purchase or consideration paid, a disclosure statement that provides material information regarding the issuer, including, but not limited to, all of the Page 57 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 a disclosure statement that provides material information regarding the issuer, including, but not limited to, all of the following information:

(j) The names and addresses of all persons who will be involved in the offer and sale of securities on behalf of the issuer.Page 58 of112 CODING:

(k) The name of the bank or other depository institution Page 58 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 intoissuer. which investor funds will be deposited.

(k) The name of the bank or other depository institution into which investor funds will be deposited.

(11) An individual, entity, or entity employee who acts as an agent for the issuer in the offer or sale of securities and is not registered as a dealer under this chapter may not do Page 59 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 an agent for the issuer in the offer or sale of securities and is not registered as a dealer under this chapter may not do either of the following:

(2)Page The60 exemptionsof112 createdCODING: under ss.

517.061, 517.0611, and 517.0612 are not available to an issuer for any transaction Page 60 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 or(2) seriesThe ofexemptions transactionscreated that,under althoughss. in technical compliance with the applicable provisions, is part of a plan or scheme to evade the registration provisions of s.

517.061, 517.0611, and 517.0612 are not available to an issuer for any transaction or series of transactions that, although in technical compliance with the applicable provisions, is part of a plan or scheme to evade the registration provisions of s.

(a) For an exempt offering prohibiting general solicitation, the issuer must have a reasonable belief, based on the facts and circumstances, with respect to each purchaser in the exempt offering prohibiting general solicitation, that the Page 61 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 the facts and circumstances, with respect to each purchaser in the exempt offering prohibiting general solicitation, that the issuer or any person acting on the issuer's behalf:

(b) For two or more concurrent exempt offerings permitting general solicitation, in addition to satisfying the requirements of the particular exemption relied on, general solicitation offering materials for one offering that includes information about the material terms of a concurrent offering under another exemption may constitute an offer of securities in such other offering, and therefore the offer must comply with all the requirements for, and restrictions on, offers under the exemption being relied on for such other offering, including any Page 62 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 requirements for, and restrictions on, offers under the exemption being relied on for such other offering, including any legend requirements and communications restrictions.

517.0615 Solicitations of interest.— (1) A communication may not be deemed to constitute general solicitation or general advertising if the communication is made in connection with a seminar or meeting in which more than one issuer participates and which is sponsored by a Page 63 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 is made in connection with a seminar or meeting in which more than one issuer participates and which is sponsored by a college, a university, or another institution of higher education;

The sponsorship of or participation in the seminar or meeting does not by itself require registration or notice-filing under Page 64 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 The sponsorship of or participation in the seminar or meeting does not by itself require registration or notice-filing under this chapter.

(2) Before any offers or sales are made in connection with an offering, communications by an issuer or any person authorized to act on behalf of the issuer are not deemed to constitute general solicitation or general advertising if the communication is solely for the purpose of determining whether Page 65 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 constitute general solicitation or general advertising if the communication is solely for the purpose of determining whether there is any interest in a contemplated securities offering.

517.0616Page Disqualification.—A66 registrationof112 exemptionCODING: under s.

Words strickenare deletions;

words underlined are additions.

hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB311 2024 517.0616 Disqualification.—A registration exemption under s.

517.0612 is not Pageavailable 66to of112an CODING:issuer that would be disqualified under Securities and Exchange Commission Rule 506(d), 17 C.F.R.

Words strickenare deletions;

words underlined are additions.

hb0311-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311 2024 available to an issuer that would be disqualified under Securities and Exchange Commission Rule 506(d), 17 C.F.R.

An application may be made either by the issuer of the securities for which registration is applied or by any registered dealer desiring to sell such securities the same withinPage the67 state.of112 CODING:

(3) The office may require the applicant to submit to the Page 67 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 officewithin the followingstate. information concerning the issuer and such other relevant information as the office may in its judgment deem necessary to enable it to ascertain whether such securities shall be registered pursuant to the provisions of this section:

(3) The office may require the applicant to submit to the office the following information concerning the issuer and such other relevant information as the office may in its judgment deem necessary to enable it to ascertain whether such securities shall be registered pursuant to the provisions of this section:

For purposes of this subparagraph, an issuer includes an issuer's director, officer, general partner, manager or managing member, trustee, or equity owner who owns at least 10 Page 68 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 an issuer's director, officer, general partner, manager or managing member, trustee, or equity owner who owns at least 10 percent of the ownership interests of the issuer, promoter, or selling agent of the securities to be offered or any officer, director, partner, or manager or managing member of such selling agent.

As a condition precedent to qualifying for use of the simplified offering circular, an issuer shall agree to provide the office with an annual financial report containing a balance sheet as of the end of the issuer's fiscal year and a statement of income for such year, prepared in accordance with United States generallyPage accepted69 accountingof112 principlesCODING: and accompanied by an independent accountant's report.

If the issuer has more than 100 Page 69 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 securitygenerally holdersaccepted ataccounting theprinciples endand ofaccompanied aby fiscalan year,independent theaccountant's financialreport. statements must be audited.

If the issuer has more than 100 security holders at the end of a fiscal year, the financial statements must be audited.

(b) Prescribe forms requiring applications for the registration of securities to be submitted to the office, Page 70 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (b) Prescribe forms requiring applications for the registration of securities to be submitted to the office, including a simplified offering circular to register, under this section, securities that are sold in offerings in which the aggregate offering price in any consecutive 12-month period does not exceed the amount provided in s.

230.262, as amended, or that hasPage been71 orof112 isCODING: engaged or is about to engage in an activity that would be grounds for denial, revocation, or suspension under s.

Page 71 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 517.111.has been or is engaged or is about to engage in an activity that would be grounds for denial, revocation, or suspension under s.

517.111.

The sale of the security would not be fraudulent and wouldPage not72 workof112 orCODING: tend to work a fraud upon the purchaser.

4.

The terms of the sale of such securities would be fair, Page 72 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 just,would andnot equitable.work or tend to work a fraud upon the purchaser.

4.

The terms of the sale of such securities would be fair, just, and equitable.

The criteria may include such elements as the promoter's equity investment ratio, the financial condition of the issuer, the Page 73 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 criteria may include such elements as the promoter's equity investment ratio, the financial condition of the issuer, the voting rights of shareholders, the grant of options or warrants to underwriters and others, loans and other affiliated transaction, the use or refund of proceeds of the offering, and such other relevant criteria as the office in its judgment may deem necessary to such determination.

The written consent must shall be authenticated by the seal of the said issuer, if it has a seal, and by the acknowledged signature of a director, manager, managing member, general partner, trustee, or officer of the issuer member of the copartnership or company, or by the acknowledged signature of any officer of the incorporated or unincorporated association, if it be an incorporated or unincorporated association, duly authorized by resolution of the board of directors, trustees, or managers of the corporation or association, and must shall in such case be accompanied by a duly certified copy of the resolution of the issuer's board of directors, trustees, managers, managing members, or general partners or managers of the corporation or association, authorizingPage the74 signerof112 toCODING: execute the consent officers to execute the same.

In case any process or pleadings mentioned in Page 74 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 thisauthorizing chapter are served upon the office,signer serviceto mustexecute it shall be by duplicate copies, one of which must shall be filed in the officeconsent andofficers the other another immediately forwarded by the office by registered mail to theexecute principal office of the issuersame. against which the said process or pleadings are directed.

In case any process or pleadings mentioned in this chapter are served upon the office, service must it shall be by duplicate copies, one of which must shall be filed in the office and the other another immediately forwarded by the office by registered mail to the principal office of the issuer against which the said process or pleadings are directed.

517.12(9) and (10) for associated persons must shall be part of the regular registration license fee and must shall be transferred toPage or75 depositedof112 inCODING: the Securities Guaranty Fund.

(b) If the balance in the Securities Guaranty Fund at any Page 75 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 time exceeds $1.5 million, transfer of assessment fees to theor thisdeposited fundin must shall be discontinued at the endSecurities ofGuaranty thatFund. registration license year, and transfer of such assessment fees may shall not resume be resumed unless the fund balance is reduced below $1 million by disbursement made in accordance with s.

(b) If the balance in the Securities Guaranty Fund at any time exceeds $1.5 million, transfer of assessment fees to the this fund must shall be discontinued at the end of that registration license year, and transfer of such assessment fees may shall not resume be resumed unless the fund balance is reduced below $1 million by disbursement made in accordance with s.

and 3.Page 76 of112 CODING:

Is a natural person who was a resident of this state, or is a business entity that was domiciled in this state, at the Page 76 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 time3. of the violation of s.

Is a natural person who was a resident of this state, or is a business entity that was domiciled in this state, at the time of the violation of s.

To verify compliance with such condition, the office may require such person to have a writ of execution be issued upon such judgment, may require a showing that no personal or real property of the judgment debtor liable to be levied upon in complete satisfaction of the judgment can be found, or may require an affidavit from the claimant setting Page 77 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 to be levied upon in complete satisfaction of the judgment can be found, or may require an affidavit from the claimant setting forth the reasonable searches and inquiries undertaken and the result of those searches and inquiries.

(a) Participated or assisted in a violation of this chapter.Page 78 of112 CODING:

(b) Attempted to commit or committed a violation of this Page 78 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 chapter.

(b) Attempted to commit or committed a violation of this chapter.

(e) Any restitution order pursuant to s.

517.191(3), and a copy thereof.

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (f)(e) AnAny affidavitrestitution fromorder thepursuant eligibleto persons. stating either one of the following:

517.191(3), and a copy thereof.

(f) An affidavit from the eligible person stating either one of the following:

(i) The amount of any unsatisfied portion of the eligible person'sPage final80 judgment.of112 CODING:

(j) Whether an appeal or motion to vacate an arbitration Page 80 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 awardperson's hasfinal beenjudgment. filed.

(j) Whether an appeal or motion to vacate an arbitration award has been filed.

The time period to complete an applicationPage must81 beof112 tolledCODING: during the pendency of an appeal or motion to vacate an arbitration award.

Page 81 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (4)application Anymust personbe whotolled filesduring an action that may result in the disbursementpendency of fundsan fromappeal theor Securitiesmotion Guaranty Fund pursuant to thevacate provisionsan ofarbitration s.award.

(4) Any person who files an action that may result in the disbursement of funds from the Securities Guaranty Fund pursuant to the provisions of s.

(2) A claimant is entitled to disbursement from the Securities Guaranty Fund in the amount equal to the lesser of:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (a)(2) TheA unsatisfiedclaimant portionis ofentitled theto claimant'sdisbursement finalfrom judgmentthe orSecurities finalGuaranty orderFund ofin restitution,the butamount onlyequal to the extentlesser thatof: the final judgment or final order of restitution reflects actual or compensatory damages, excluding postjudgment interest, costs, and attorney fees;

(a) The unsatisfied portion of the claimant's final judgment or final order of restitution, but only to the extent that the final judgment or final order of restitution reflects actual or compensatory damages, excluding postjudgment interest, costs, and attorney fees;

If the total claim filed by a receiver on behalf of multiple claimants exceeds claims exceed the aggregate limit of $250,000 $100,000, the office must shall prorate the payment to each claimant based uponPage the83 ratioof112 thatCODING: each claimant's individual the person's claim bears to the total claim claims filed.

Page 83 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (4)upon If at any time the balanceratio inthat theeach Securitiesclaimant's Guarantyindividual Fund is insufficient to satisfy a valid claim or portion of a valid claim approved by the office,person's the office must satisfy the unpaid claim orbears portionto of the validtotal claim asclaims soonfiled. as a sufficient amount of money has been deposited into or transferred to the Securities Guaranty Fund.

(4) If at any time the balance in the Securities Guaranty Fund is insufficient to satisfy a valid claim or portion of a valid claim approved by the office, the office must satisfy the unpaid claim or portion of the valid claim as soon as a sufficient amount of money has been deposited into or transferred to the Securities Guaranty Fund.

517.131(4) that an action against the same dealer, investment adviser, or associated person is pending, all such claims and notices of Page 84 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 action against the same dealer, investment adviser, or associated person is pending, all such claims and notices of pending claims received during this period against the same dealer, investment adviser, or associated person may be handled by the office as provided in this section.

However, in the event that the amounts they are eligible to receive pursuant to subsection (1) are less than their pro rata shares as determined under this section, any excess shall be distributed pro rata to those persons entitled to disbursement under this subsection whose pro rata shares of the total disbursement were less than the amounts ofPage their85 claims.of112 CODING:

(6)(4) Individual claims filed by persons owning the same Page 85 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 joint account, or claims arising stemming from any other type of accounttheir maintainedclaims. by a particular licensee on which more than one name appears, must shall be treated as the claims of one eligible claimant with respect to payment from the Securities Guaranty Fund.

(6)(4) Individual claims filed by persons owning the same joint account, or claims arising stemming from any other type of account maintained by a particular licensee on which more than one name appears, must shall be treated as the claims of one eligible claimant with respect to payment from the Securities Guaranty Fund.

To the extent that a claimant obtains more than one final judgment or final order of restitution against a person dealer, investment adviser, or one or more associated persons arising out of the same transactions, occurrences, or conduct or out of such the dealer's, investment adviser's, or associated person's handling of the claimant's account, the final such judgments or final orders of restitution must shall be consolidated for purposes of this section and shall entitle the claimant to only one disbursement from the fund not to exceedPage the86 lesserof112 ofCODING: $10,000 or the unsatisfied portion of such claimant's judgment as provided in subsection (1).

Page 86 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (7)(5)exceed If the finallesser judgment or final order of restitution$10,000 that gave rise to the claim is overturned in any appeal or in any collateral proceeding, the claimantunsatisfied mustportion shallof reimbursesuch theclaimant's Securitiesjudgment Guarantyas Fundprovided allin amountssubsection paid(1). from the fund to the claimant on the claim.

(7)(5) If the final judgment or final order of restitution that gave rise to the claim is overturned in any appeal or in any collateral proceeding, the claimant must shall reimburse the Securities Guaranty Fund all amounts paid from the fund to the claimant on the claim.

517.131 or documents supporting the application, any of which contain false, incomplete, or misleading information in any material aspect, forfeits all payments from the Securities Guaranty Fund and Page 87 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 incomplete, or misleading information in any material aspect, forfeits all payments from the Securities Guaranty Fund and commits a violation of s.

517.131(3)(e) apply, the claimant must assign to the office any right, title, and interest in the debt to the extent of any paymentPage by88 theof112 officeCODING: from the Securities Guaranty Fund.

(10) All payments and disbursements made from the Page 88 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 Securitiespayment Guaranty Fund shall be made by the Chiefoffice Financialfrom Officer upon authorization signed by the directorSecurities ofGuaranty theFund. office, or such agent as she or he may designate.

(10) All payments and disbursements made from the Securities Guaranty Fund shall be made by the Chief Financial Officer upon authorization signed by the director of the office, or such agent as she or he may designate.

and whenever it shall believe from evidence satisfactory to it that any such person has engaged, is engaged, or is about to engage in any act or practice constituting a violation of this chapter or a rule or order hereunder, the office may, in addition to any other remedies, bring action in the name and on behalf of the state against such person and any other person concerned in or in any way participating in or about to participate in such practices or engaging therein or doing any act or acts in furtherance thereof or in violation of this chapter to enjoin such person or persons from continuing such fraudulent practices or engaging therein or doing any act or acts in furtherance thereofPage or89 inof112 violationCODING: of this chapter.

In any such court proceedings, the office may apply for, and on due showing be Page 89 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 entitledthereof to have issued, the court's subpoena requiring forthwith the appearance of any defendant and her or hisin employees,violation associated persons, or agents and the production of documents,this books,chapter. and records that may appear necessary for the hearing of such petition, to testify or give evidence concerning the acts or conduct or things complained of in such application for injunction.

In any such court proceedings, the office may apply for, and on due showing be entitled to have issued, the court's subpoena requiring forthwith the appearance of any defendant and her or his employees, associated persons, or agents and the production of documents, books, and records that may appear necessary for the hearing of such petition, to testify or give evidence concerning the acts or conduct or things complained of in such application for injunction.

In any such action, the court may issue orders and decrees staying all pending suits and enjoining any further suits affecting the receiver's or administrator's custody or possession of such the said property, Page 90 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 enjoining any further suits affecting the receiver's or administrator's custody or possession of such the said property, assets, and business or, in its discretion, may with the consent of the presiding judge of the circuit require that all such suits be assigned to the circuit court judge appointing such the said receiver or administrator.

(4) In addition to any other remedies provided by this chapter, the office may apply to the court hearing the matter for, and the court has shall have jurisdiction to impose, a civil penalty against any person found to have violated any provision of this chapter, any rule or order adopted by the commission or the office, or any written agreement entered into withPage the91 officeof112 inCODING: an amount not to exceed any of the following:

(a) The greater of $20,000 $10,000 for a natural person or Page 91 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 $25,000with forthe aoffice businessin entityan any other person, or the gross amount ofnot any pecuniary loss to investorsexceed orany pecuniary gain to a natural person or business entity such defendant for each such violation, other than a violation of s.the following:

(a) The greater of $20,000 $10,000 for a natural person or $25,000 for a business entity any other person, or the gross amount of any pecuniary loss to investors or pecuniary gain to a natural person or business entity such defendant for each such violation, other than a violation of s.

(5) For purposes of any action brought by the office under this section, a control person who controls any person found to have violated this chapter or any rule adopted thereunder is jointly and severally liable with, and to the same extent as, the controlled person in any action brought by the office under Page 92 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 jointly and severally liable with, and to the same extent as, the controlled person in any action brought by the office under this section unless the control person can establish by a preponderance of the evidence that he or she acted in good faith and did not directly or indirectly induce the act that constitutes the violation or cause of action.

If the office begins nonemergency cease and desist proceedings under subsection (7), the emergency cease and desist order remains effective until the conclusion of Page 93 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 cease and desist proceedings under subsection (7), the emergency cease and desist order remains effective until the conclusion of the proceedings under ss.

517.171, 517.201, and 517.2015 after receiving written approval from the office.Page 94 of112 CODING:

Such an action may be brought against such person and any other person in any way participating in such act or Page 94 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 practiceoffice. or engaging in such act or practice or doing any act in furtherance of such act or practice, to obtain injunctive relief, restitution, civil penalties, and any remedies provided for in this section.

Such an action may be brought against such person and any other person in any way participating in such act or practice or engaging in such act or practice or doing any act in furtherance of such act or practice, to obtain injunctive relief, restitution, civil penalties, and any remedies provided for in this section.

95.11(4)(f), an enforcement action brought under this section based on a violation of any provision of this chapter or any rule or order issued under this chapter shall be brought within 6 years after the facts giving Page 95 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 provision of this chapter or any rule or order issued under this chapter shall be brought within 6 years after the facts giving rise to the cause of action were discovered or should have been discovered with the exercise of due diligence, but not more than 8 years after the date such violation occurred.

Each person making the sale and every director, officer, partner, or agent of or for the seller, if the director, officer, partner, Page 96 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 person making the sale and every director, officer, partner, or agent of or for the seller, if the director, officer, partner, or agent has personally participated or aided in making the sale, is jointly and severally liable to the purchaser in an action for rescission, if the purchaser still owns the security, or for damages, if the purchaser has sold the security.

517.301, and every director, officer, partner, or agent of or for the purchaser or seller, if the director, officer, partner, or agent has personally participated or aided in making the sale or purchase, is jointly and severally liable to the person selling the security to or purchasing the security from such person in an action for rescission, if the plaintiff Page 97 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 to the person selling the security to or purchasing the security from such person in an action for rescission, if the plaintiff still owns the security, or for damages, if the plaintiff has sold the security.

(5)(4) In an action for damages brought by a purchaser of a security or investment, the plaintiff must shall recover an amountPage equal98 toof112 theCODING: difference between:

(a) The consideration paid for the security or investment, Page 98 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 plusamount interestequal thereonto at the legaldifference ratebetween: from the date of purchase;

(a) The consideration paid for the security or investment, plus interest thereon at the legal rate from the date of purchase;

(9) The same civil remedies provided by the laws of the United States for the purchasers or sellers of securities in interstate commerce also extend to purchasers or sellers of securitiesPage under99 thisof112 chapter.CODING:

Section 16.

Section 517.221, Florida Statutes, is Page 99 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 repealed.securities under this chapter.

Section 16.

Section 517.221, Florida Statutes, is repealed.

To engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit uponPage a100 person.of112 CODING:

(b) By use of any means, to publish, give publicity to, or Page 100 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 circulateupon any notice, circular, advertisement, newspaper, article, letter, investment service, communication, or broadcast that, although which, though not purporting to offer a securityperson. for sale, describes such security for a consideration received or to be received directly or indirectly from an issuer, underwriter, or dealer, or from an agent or employee of an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount of the consideration.

(b) By use of any means, to publish, give publicity to, or circulate any notice, circular, advertisement, newspaper, article, letter, investment service, communication, or broadcast that, although which, though not purporting to offer a security for sale, describes such security for a consideration received or to be received directly or indirectly from an issuer, underwriter, or dealer, or from an agent or employee of an issuer, underwriter, or dealer, without fully disclosing the receipt, whether past or prospective, of such consideration and the amount of the consideration.

(a) The purchase of a business opportunity, business enterprise, or real property through a person licensed under chapterPage 475101 orof112 registeredCODING: under former chapter 498;

or (b) The purchase of tangible personal property through a Page 101 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 personchapter not475 engaged in telephone solicitation, electronic mail, text messages, social media, or otherregistered electronicunder meansformer wherechapter said498; property is offered and sold in accordance with the following conditions:

or (b) The purchase of tangible personal property through a person not engaged in telephone solicitation, electronic mail, text messages, social media, or other electronic means where said property is offered and sold in accordance with the following conditions:

517.0612, to misrepresent that such security or business entity has been guaranteed, sponsored, recommended, or approved by the state or an agency or officer of Page 102 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 security or business entity has been guaranteed, sponsored, recommended, or approved by the state or an agency or officer of the state or by the United States or an agency or officer of the United States.

(6)(a) Subsection (3) or subsection (4) may not be construed to prohibit a statement that a person or security is Page 103 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 (6)(a) Subsection (3) or subsection (4) may not be construed to prohibit a statement that a person or security is registered or has made a notice filing under this chapter if such statement is required by this chapter or rules promulgated thereunder and is true in fact and if the effect of such statement is not a misrepresentation.

(7) It is unlawful and a violation of this chapter for a person to directly or indirectly manage, supervise, control, or own, either alone or in association with others, a boiler room in this state which sells or offers for sale a security or investment in violation of subsection (1), subsection (3), subsectionPage (4),104 subsectionof112 (5),CODING: or subsection (6).

Section 19.

Section 517.311, Florida Statutes, is Page 104 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 repealed.subsection (4), subsection (5), or subsection (6).

Section 19.

Section 517.311, Florida Statutes, is repealed.

(a) The transfer or assignment of an interest in a previously viaticated policy from a natural person who transfers or assigns no more than one such interest in a single calendar year.Page 105 of112 CODING:

(b) The provision of stop-loss coverage to a viatical Page 105 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 settlementyear. provider, financing entity, or related provider trust, as those terms are defined in s.

(b) The provision of stop-loss coverage to a viatical settlement provider, financing entity, or related provider trust, as those terms are defined in s.

SectionPage 22.106 of112 CODING:

Subsection (2), paragraph (a) of subsection (9), paragraph (j) of subsection (16), subsection (20), and Page 106 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 paragraphsSection (b)22. and (c) of subsection (21) of section 517.12, Florida Statutes, are amended to read:

Subsection (2), paragraph (a) of subsection (9), paragraph (j) of subsection (16), subsection (20), and paragraphs (b) and (c) of subsection (21) of section 517.12, Florida Statutes, are amended to read:

Such fees are not returnablePage if107 aof112 notice-filingCODING: is withdrawn.

(20) The registration requirements of this section do not Page 107 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 applyreturnable toif any general lines insurance agent or life insurance agent licensed under chapter 626, with regard to for the sale of a securitynotice-filing asis definedwithdrawn. in s.

(20) The registration requirements of this section do not apply to any general lines insurance agent or life insurance agent licensed under chapter 626, with regard to for the sale of a security as defined in s.

If any person is offered securities in exchange for securities or assets of the eligible privately held company, such person will, before becoming legally bound to complete the transaction, receive or be given reasonable access to the most Page 108 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 such person will, before becoming legally bound to complete the transaction, receive or be given reasonable access to the most recent year-end financial statements of the issuer of the securities offered in exchange.

Engages on behalf of an issuer in a public offering of any class of securities which is registered, or which is required to be registered, with the United States Securities and ExchangePage Commission109 underof112 theCODING: Securities Exchange Act of 1934, 15 U.S.C.

Words strickenare deletions;

words underlined are additions.

hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB311 2024 Exchange Commission under the Securities Exchange Act of 1934, 15 U.S.C.

Pageor 109for of112which CODING:the issuer files, or is required to file, periodic information, documents, and reports under s.

Words strickenare deletions;

words underlined are additions.

hb0311-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311 2024 or for which the issuer files, or is required to file, periodic information, documents, and reports under s.

517.1201 Notice filing requirements for federal covered advisers.— (6) All fees collected under this section become the revenue of the state, except for those assessments provided for underPage s.110 of112 CODING:

517.131(2) s.

517.131(1) until such time as the Securities Guaranty Fund satisfies the statutory limits, and are Page 110 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 notunder returnables. in the event that a notice filing is withdrawn.

517.131(2) s.

517.131(1) until such time as the Securities Guaranty Fund satisfies the statutory limits, and are not returnable in the event that a notice filing is withdrawn.

517.131(1) until such time as the Securities Guaranty Fund satisfies the statutory limits, and are notPage returnable111 inof112 theCODING: event that a branch office notice-filing is withdrawn.

Page 111 of112 CODING:

hb0311-02-c2hb0311-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB311CS/HB311 2024 Sectionnot 25.returnable in the event that a branch office notice-filing is withdrawn.

Section 25.

hb0311-02-c2hb0311-01-c1