(1) A failure to comply with a term, condition, or requirement of WAC
460-44A-504 or
460-44A-505 will not result in the loss of the exemption from the registration requirements of RCW
21.20.140 for any offer or sale to a particular individual or entity, if the person relying on the exemption shows:
(a) The failure to comply did not pertain to a term, condition, or requirement directly intended to protect that particular individual or entity; and
(b) The failure to comply was insignificant with respect to the offering as a whole: Provided, That any failure to comply with WAC
460-44A-502(3),
460-44A-503,
460-44A-504 (3)(a), (c), and (e),
460-44A-505 (2)(d) and (e) and (3), paragraph (c) of Securities and Exchange Commission Rule 502, and paragraphs (b)(2)(i) and (ii) of Securities and Exchange Commission Rule 505 shall be deemed to be significant to the offering as a whole; and
(c) A good faith and reasonable attempt was made to comply with all applicable terms, conditions, and requirements of WAC
460-44A-504 or
460-44A-505.
(2) A transaction made in reliance on WAC
460-44A-504 or
460-44A-505 shall comply with all applicable terms, conditions, and requirements of WAC
460-44A-501 through
460-44A-505. Where an exemption is established only through reliance upon subsection (1) of this section, the failure to comply shall nonetheless be actionable by the securities administrator under chapter
21.20 RCW.
[Statutory Authority: RCW
21.20.450,
21.20.320(9),
21.20.320(1) and
21.20.320(17). WSR 98-11-014, § 460-44A-508, filed 5/12/98, effective 6/12/98. Statutory Authority: RCW
21.20.450,
21.20.320 (1), (9) and (17) and
21.20.340(11). WSR 90-09-059, § 460-44A-508, filed 4/17/90, effective 5/18/90. Statutory Authority: RCW
21.20.320 (1) and (16) and
21.20.450. WSR 89-17-076 (Order SDO-122-89), § 460-44A-508, filed 8/17/89, effective 9/17/89.]