(1) Subdivision B applies where, during a period when a person (in this section and Subdivision B called the non-licensee ) is unlicensed, the non-licensee and a client of the non-licensee enter into an agreement that:

(a)

constitutes, or relates to, a dealing or proposed dealing in securities; or

(b)

relates to advising the client about securities, or giving the client securities reports.

(2) Subdivision B applies to an agreement mentioned in subsection (1) whether or not anyone else is a party to the agreement. (3) A person is unlicensed during a period when the person:

(a)

in contravention of section 780, carries on, or holds out that the person carries on, a securities business; or

(b)

in contravention of section 781, carries on an investment advice business or holds out that the person is an investment adviser.

Subdivision B—Effect on agreements