The purpose is to streamline the registration process for issuers and to promote uniformity among the states that participate by applying set standards to equity offerings.

No. Coordinated equity review generally is intended only for initial public offerings of common stock, preferred stock, warrants, rights and units comprised of equity securities that also are seeking registration under Section 5 of the Securities Act of 1933. Coordinated equity review is not available for Regulation A offerings. Blank check and blind pool offerings do not qualify for coordinated equity review. Coordinated equity review may not be available for an offering, even if the offering fits within the initial screening criteria.

An issuer must file an Application for Coordinated State Review (CER-1) in all states in which it is seeking to register its securities in addition to filing forms, fees and other documents required by each state. The issuer should file these documents contemporaneously in each state in which it is seeking to register the securities. The issuer also should file a CER-1, without fees, together with a cover letter indicating its intent to seek coordinated equity review in Pennsylvania, the Program Administrator state. If the issuer has filed an application to register the securities in Pennsylvania and has requested coordinated equity review, it is not necessary to file an additional CER-1.

Yes. Those states in which the issuer files separately will apply separate state standards of review.

Yes.

Yes.

An issuer may add as many jurisdictions as it desires so long as such additions occur within the initial 10-day comment period, by amending the CER-1 and filing it with each participating state and Pennsylvania. The comment period will be extended an additional five (5) business days from the date each amendment is received. If an issuer seeks to add a jurisdiction after the initial 10-day comment period, acceptance of that addition is discretionary.

A lead disclosure state and a lead merit state will be selected from the states the issuer has indicated on the CER-1 as the states in which it is requesting coordinated review. The lead states are responsible for sending comment letters.

States have been separated into merit and disclosure states. The lead disclosure state is chosen from those states that apply a disclosure standard of review. The lead merit state is chosen from those states that apply a merit standard of review. The lead merit state will have primary responsibility for negotiating resolution to merit issues and the lead disclosure state will have primary responsibility for negotiating resolution to disclosure issues, although in certain cases there will be overlap between the issues.

The lead states will work together to produce a single comment letter that includes disclosure, merit and state specific comments. The issuer will address the merit and disclosure comments in a single response letter. The issuer will provide a response to state specific comments directly to the states making the comments.

The lead states will be selected from those states that have volunteered to act as a lead state. Pennsylvania will be responsible for selecting the lead states. The issuer does not have the option of selecting specific lead jurisdictions. Pennsylvania will select the lead states on the basis of a number of factors including the states' resources and experience in reviewing coordinated equity review applications. There may be no correlation between the lead states and the issuer's home state.

The lead states will be selected within three (3) business days after Pennsylvania has received the application.

The lead states will act as a team to prepare the initial comment letter in consultation with the other participating jurisdictions. The lead states are responsible for negotiating a resolution of comments with the issuer.

If the issuer selects only one merit state, that state will be the lead merit state. In this situation, the lead merit state will make comments consistent with the coordinated equity review standards, unless the state's own standards are less restrictive and the state elects to apply them. If the issuer selects only one disclosure state, that state will be the lead disclosure state, unless that state elects to have the lead merit state serve as both lead merit and disclosure state and the lead merit state accepts that responsibility.

The participating jurisdictions have ten (10) business days to submit their comments to the lead jurisdictions. Within another five (5) business days, the lead states collect and consolidate all comments and create a single letter to be sent to the issuer. The five (5) business day period includes a two (2) business day period for the participating jurisdictions to review the comment letter for changes and corrections.

As indicated above Pennsylvania has three days to select the lead states. The three (3) day period will begin to run the day after Pennsylvania receives notice on a CER-1 that the issuer is seeking to register its securities under coordinated equity review. Pennsylvania will notify the issuer and the participating jurisdictions to the identity of the lead states and the following dates: (1) date by which participating jurisdictions must submit comments to the lead states, (2) date by which the lead states must submit a draft letter to the commenting jurisdictions, (3) date by which participating jurisdictions must submit changes or corrections to the lead states, and (4) date on which the comment letter is due to the issuer.

State specific comments are comments relating to forms, incorrect fee calculations, broker-dealer registration and the need for additional documents. To the extent these comments do not conflict with the coordinated equity review standards, they will be included in the comment letter sent by the lead states.

Yes.