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Virginia exclusively with or through such <br /> persons or institutions . <br /> Wisconsin To any bank, savings institution, credit union, <br /> trust company, insurer, broker-dealer, <br /> investment adviser or savings and loan <br /> association, if the purchaser or the <br /> prospective purchaser is acting for itself or <br /> as trustee with investment control, or to an <br /> investment company as defined under 15 USC <br /> 80a-3, or a pension or profit-sharing trust, <br /> or to the state or any of its agencies or <br /> political subdivisions, or to the federal <br /> government or any of its agencies or <br /> instrumentalities, or to any financial <br /> institution or institutional investor <br /> designated by rule or order of the <br /> Commissioner, including any endowment or trust <br /> fund of a charitable organization specified in <br /> section 170 (b) (1) (A) of the Internal Revenue <br /> Code, any issuer which has any class of <br /> securities registered under section 12 of the <br /> Securities Exchange Act of 1934 (and any <br /> wholly-owned subsidiary thereof) , any small <br /> business investment company licensed under the <br /> Small Business Investment Act of 1958 and any <br /> corporation, partnership or association that <br /> has been in existence for five years or whose <br /> net assets exceed $250, 000 and either whose <br /> principal purpose as stated in its articles, <br /> by-laws or other organizational instruments is <br /> investing in securities or whose primary <br /> business is investing in developmental stage <br /> companies or eligible small business companies <br /> as defined in the regulations of the Small <br /> Business Administration at 13 CFR 108 .2, <br /> provided that the person making the sale, if <br /> not registered, effects transactions in <br /> Wisconsin exclusively for the account of, or <br /> exclusively in offers to sell or sales to, <br /> such persons or institutions . <br /> Wyoming To any bank, savings institution, trust company, <br /> insurance company, investment company as <br /> defined in the Investment Company Act of 1940, <br /> pension or profit-sharing trust, or other <br /> financial institution or institutional buyer, <br /> or to any broker-dealer, whether the purchaser <br /> is acting for itself or as trustee, provided <br /> that the person making the sale, if not <br /> registered, has no place of business in <br /> Wyoming and effects transactions in Wyoming <br /> 16 <br />