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certain securities under an employee benefit plan; (16) the sale by or through a registered
dealer of certain securities options; (17) the offer or sale of certain securities, as agent or
principal, by a dealer registered under the Act, when such securities are offered or sold at a
price reasonably related to the current market price of such securities; (18) the offer or sale of
any security effected by or through a person in compliance with Section 517.12(17) of the Act
(i.e., certain purchases or offers to purchase securities to Canadian residents); (19) other
transactions defined by rules adopted by the Office from time to time; and (20) certain non-
issuer transactions. Please note that the foregoing list is qualified in its entirety by the
provisions of Section 517.061 of the Act.

Note that Florida does not recognize as an exempt transaction a transaction that is exempt
under the Securities Act pursuant to Rule 504 of Regulation D unless such transaction can
otherwise fit within one of the permitted exemptions pursuant to Section 517.061 of the Act. As
under the Securities Act, exemptions under the Act are not mutually exclusive (i.e., transactions
may be exempt under one or more provisions of the Act).

4.5 Broker-Dealer, Investment Advisor Registration
(a) Broker-Dealer. A dealer is any person, other than an associated person under
Chapter 517 of the Act, who engages in the business of offering, buying, selling, or
otherwise dealing or trading in securities issued by another person. Dealers registered
or not with the Financial Industry Regulatory Authority (FINRA) must obtain registration
in the states where they conduct business, including Florida. In addition, pursuant to
Section 517.12(1) of the Act, no dealer, associated person, or issuer of securities
shall sell or offer for sale any securities in or from offices in the State of Florida, or sell
securities to persons in the State of Florida from outside the state, by mail, or
otherwise, unless the person has been registered with the Office pursuant to the
provisions of Chapter 517 of the Act.

The Florida Division of Securities utilizes the Regulatory Enforcement and Licensing
(REAL) System for the registration of dealers that are not members of FINRA. The
online system enables non-FINRA member dealers to submit their application form and
fees electronically. With respect to FINRA members, the Office participates in the
Central Registration Depository (CRD) system for the registration of FINRA member
dealers. The CRD online system enables dealers to register in all desired states and
FINRA via a single electronic form.

All dealers that are members of FINRA shall register with the OFR by filing the
documents and fees prescribed in Section 517.12(10), F.S., and Rules 69W-600.001
and 69W-600.0091, Florida Administrative Code (F.A.C.), through the CRD.

Dealer registration filing requirements are prescribed under Section 517.12(10) of the
Act and Rule 69W-600.001, F.A.C. Typically, an application to register as a dealer or
issuer/dealer must include: (1) a Uniform Application for Broker Dealer Registration,
Form BD; (2) the payment of a statutory fee in the amount of $200; (3) a Uniform
Application for Securities Industry Registration or Transfer, Form U-4; (4) financial
statements and reports as required under Rules 69W-300.002, 69W-600.015, 69W-
600-016 and 69W-600.017, F.A.C.; (5) if applicable, proof of effective registration with
the SEC; (6) proof of insurance by the Securities Investor Protection Company when
required by Section 517.12(16) of the Act,; (7) with respect to any applicant registering
as an issuer/dealer, Issuer/Dealer Compliance Form (OFR-DA-5-91); (8) any direct or

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