AB350-ASA1,1,109 227.01 (13) (zz) Adjusts, under s. 551.206, the amounts specified in s. 551.202
10(26) (c) 1. a. and 1. b. and (27) (c) 1. a. and 1. b.

AB350-ASA1,2,3

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1551.102 (4m) "Certified investor" means an individual who is a resident of this
2state and who, at the time of an offer or sale of securities, satisfies any of the
3following:

AB350-ASA1,2,74 (a) Has an individual net worth, or joint net worth with the individual's spouse,
5of at least $750,000. For purposes of calculating net worth under this paragraph, the
6individual's primary residence shall be included as an asset and indebtedness
7secured by the primary residence shall be included as a liability.

AB350-ASA1,2,118 (b) Had an individual income in excess of $100,000 in each of the two most
9recent years or joint income with the individual's spouse in excess of $150,000 in each
10of those years and has a reasonable expectation of reaching the same income level
11in the current year.

AB350-ASA1,2,1513 551.102 (8m) "Financial institution holding company" means a bank holding
14company, as defined in 12 USC 1841 (a), or a savings and loan holding company, as
15defined in 12 USC 1467a (a) (1) (D).

AB350-ASA1,2,1817 551.102 (9m) "Funding portal" has the meaning given in section 3 (a) (80) of
18the Securities Exchange Act of 1934 (15 USC 78c (a) (80)).

AB350-ASA1,2,2220 551.102 (11) (o) Any other person, other than an individual, of institutional
21character with total assets in excess of $10,000,000 $2,500,000 not organized for the
22specific purpose of evading this chapter.

AB350-ASA1,3,324 551.202 (13) (ar) A certified investor, or a person whom the issuer reasonably
25believes is a certified investor at the time of the sale or offer of the security, if the

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1transaction meets the requirements of the federal exemption for intrastate offerings
2in section 3 (a) (11) of the Securities Act of 1933 (15 USC 77c (a) (11)) and Rule 147
3adopted under the Securities Act of 1933 (17 CFR 230.147).

AB350-ASA1,3,85 551.202 (14m) (a) Any transaction pursuant to an offer directed by the offeror
6to not more than 100 residents of this state, excluding those persons designated in
7sub. (13) (a), (am), and (ar) but including persons exempt under sub. (24), if all of the
8following apply:

AB350-ASA1,3,119 1. The issuer is a business entity that is organized under the laws of this state
10and authorized to do business in this state, that has its principal office in this state,
11and that has a majority of its full-time employees working in this state.

AB350-ASA1,3,1412 2. No commission or other remuneration is paid or given, directly or indirectly,
13for any person's participation in the offer or sale of securities for the issuer unless the
14person is registered as a broker-dealer or agent under this chapter.

AB350-ASA1,3,1615 3. No general solicitation or general advertising is made in connection with the
16offer to sell or sale of the securities unless it has been permitted by the administrator.

AB350-ASA1,3,1817 (b) The exemption under this subsection and the exemption under sub. (27)
18may be used in conjunction with each other.

AB350-ASA1,3,2120 551.202 (24m) Any offer or sale of its securities by an issuer to resident of this
21state if all of the following apply:

AB350-ASA1,3,2422 (a) The issuer is a business entity that is organized under the laws of this state
23and authorized to do business in this state, that has its principal office in this state
24and that has a majority of its full-time employees working in this state.

AB350-ASA1,4,3

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1(b) The aggregate number of persons holding directly or indirectly all of the
2issuer's securities, after the securities to be issued are sold, does not exceed 100,
3exclusive of persons under sub. (13) (a), (am), and (ar).

AB350-ASA1,4,64 (c) No commission or other remuneration is paid or given, directly or indirectly,
5for soliciting any person in this state in connection with the offer to sell or sale of the
6securities, except to broker-dealers and agents licensed in this state.

AB350-ASA1,4,87 (d) No advertising is published in connection with the offer to sell or sale of the
8securities unless it has been permitted by the division of securities.

AB350-ASA1,4,1110 551.202 (26) An offer or sale of a security by an issuer if the offer or sale is
11conducted in accordance with all of the following requirements:

AB350-ASA1,4,1312 (a) The issuer of the security is a business entity organized under the laws of
13this state and authorized to do business in this state.

AB350-ASA1,4,1614 (b) The transaction meets the requirements of the federal exemption for
15intrastate offerings in section 3 (a) (11) of the Securities Act of 1933 (15 USC 77c (a)
16(11)) and Rule 147 adopted under the Securities Act of 1933 (17 CFR 230.147).

AB350-ASA1,4,2017 (c) 1. Except as provided in subd. 2., the sum of all cash and other consideration
18to be received for all sales of the security in reliance on the exemption under this
19subsection, excluding sales to any accredited investor, certified investor, or
20institutional investor, does not exceed the following amount:

AB350-ASA1,5,221 a. If the issuer has not undergone and made available to each prospective
22investor and the administrator the documentation resulting from a financial audit
23of its most recently completed fiscal year which complies with generally accepted
24accounting principles, $1,000,000 subject to adjustment under s. 551.206, less the
25aggregate amount received for all sales of securities by the issuer within the 12

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1months before the first offer or sale made in reliance on the exemption under this
2subsection.

AB350-ASA1,5,83 b. If the issuer has undergone and made available to each prospective investor
4and the administrator the documentation resulting from a financial audit of its most
5recently completed fiscal year which complies with generally accepted accounting
6principles, $2,000,000 subject to adjustment under s. 551.206, less the aggregate
7amount received for all sales of securities by the issuer within the 12 months before
8the first offer or sale made in reliance on the exemption under this subsection.

AB350-ASA1,5,139 2. An offer or sale to an officer, director, partner, trustee, or individual
10occupying similar status or performing similar functions with respect to the issuer
11or to a person owning 10 percent or more of the outstanding shares of any class or
12classes of securities of the issuer does not count toward the monetary limitation in
13subd. 1. a. and 1. b.

AB350-ASA1,5,1514 (d) The issuer does not accept more than $5,000 from any single purchaser
15unless the purchaser is an accredited investor or certified investor.

AB350-ASA1,5,1816 (e) The offering under this subsection is made exclusively through one or more
17Internet sites and each Internet site is registered with the division under s. 551.205
18(1) (b).

AB350-ASA1,5,2319 (f) Not less than 10 days prior to the commencement of an offering of securities
20in reliance on the exemption under this subsection, the issuer files a notice with the
21administrator, in writing or in electronic form as prescribed by the administrator,
22which the administrator shall make available as an electronic document on the
23department of financial institutions Internet site, containing all of the following:

AB350-ASA1,6,3

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11. A notice of claim of exemption from registration, specifying that the issuer
2will be conducting an offering in reliance on the exemption under this subsection,
3accompanied by the filing fee specified in s. 551.614 (1m).

AB350-ASA1,6,54 2. A copy of the disclosure statement to be provided to prospective investors in
5connection with the offering, containing all of the following:

AB350-ASA1,6,116 a. A description of the company, its type of entity, the address and telephone
7number of its principal office, its history, its business plan, and the intended use of
8the offering proceeds, including any amounts to be paid, as compensation or
9otherwise, to any owner, executive officer, director, managing member, or other
10person occupying a similar status or performing similar functions on behalf of the
11issuer.

AB350-ASA1,6,1312 b. The identity of all persons owning more than 10 percent of the ownership
13interests of any class of securities of the company.

AB350-ASA1,6,1614 c. The identity of the executive officers, directors, managing members, and
15other persons occupying a similar status or performing similar functions in the name
16of and on behalf of the issuer, including their titles and their prior experience.

AB350-ASA1,6,2417 d. The terms and conditions of the securities being offered and of any
18outstanding securities of the company; the minimum and maximum amount of
19securities being offered, if any; either the percentage ownership of the company
20represented by the offered securities or the valuation of the company implied by the
21price of the offered securities; the price per share, unit, or interest of the securities
22being offered; any restrictions on transfer of the securities being offered; and a
23disclosure of any anticipated future issuance of securities that might dilute the value
24of securities being offered.