SOUTHWEST REGIONAL REVIEW PROTOCOL

SMALL BUSINESS SECURITIES OFFERING

  1. An issuer shall file a Regional Review Form (RRF) as an attachment to the Form U-1, and shall file the disclosure document and exhibits concurrently in all states in the region in which the offering is to be registered and in the Program Administrator State1. These documents will constitute the issuer's Regional Review Application.

  2. Within three (3) business days after receipt of the application, the Program Administrator State will contact all participating states to identify the Lead State2 and the Lead Examiner3 and to inform them that they have twenty (20) business days to review the file and to relay their comments to the Lead Examiner. Contact will be made by telephone, fax or, when possible E-mail.

  3. Participating states will submit any comments to the Lead Examiner within twenty (20) business days after receipt of the application specified in Paragraph 1, above. Participating states will also notify the Lead Examiner if they have no comments. Examiners of the participating states will separate and catergorize their comments as follows: disclosure comments, state-specific comments, and comments on compliance with agreed upon NASAA Statements of Policy. The Lead State has the discretion to exclude comments inconsistent with these statements of policy. If a state does not comment within the twenty (2) business day period, the state will be assumed to have no comments.

  4. Following the twenty (20) business day comment period, the Lead Examiner will, within five (5) business days, prepare and circulate the draft regional review comment letter to all participating states. Each participating state will submit comments on the draft comment letter within five (5) business days of receiving the draft comment letter. If a participating state does not comment on the draft comment letter within the five (5) business day period, the state will be assumed to have no comments.

  5. Following the comment period set forth in Paragraph 4 above, the Lead Examiner will, within five (5) business days, prepare and issue to the issuer the regional review comment letter (or inform the issuer that there are no comments), copying all participating states.

  6. The Lead Examiner will communicate with the issuer and participating states, as necessary, to reach resolution of the comments. The Lead Examiner has the discretion to resolve outstanding comments of disclosure and compliance with agreed upon standards and statements of policy. In the case of a state-specific comment, the Lead Examiner may refer the issuer to the commenting state, which thereafter will be responsible for its resolution. The Lead Examiner will reply to the issuer's response to a regional review comment letter no later than ten (10) business days after receipt of usch response, copying all participating states.

  7. If, prior to clearance, as specified in Paragraph 8 below, the issuer amends the RRF to add additional participating states, the Lead Examiner shall extend an additional ten (10) business day comment period from the date of receipt of the amendment and follow the forgoing procedures.

  8. Upon completion of the review of the application and the approval of the final disclosure document in each participating state, the Lead Examiner will give same-day notice of clearance to all participating states. All participating states, except a state that has not resolved a state-specific comment with the issuer, will clear the application on that day.

State: Texas

State: Arkansas

State: Oklahoma

State:

State:

State:

1 "Program Administrator State" means the state designated to contact the participating states and identify a Lead State and Lead Examiner.

2 "Lead state" means the state that undertakes the responsibility of coordinating the comments from the states participating in regional review, issuing the region's comment letter, and negotiating the resolution of those comments with the issuer.

3 "Lead Examiner" means the examiner from the Lead State designated to perform the activities discussed in Footnote 2 above.

Southwest Regional Review Form