Item 3.02. Unregistered Sales of
Between
For each of the securities issuances, the Company relied upon Section 4(a)(2) of
the Securities Act of 1933, as amended (the "Act"), as transactions by an issuer
not involving any public offering or Section 3(a)(9) of the Act as a security
exchanged by an issuer with its existing security holders exclusively where no
commission or other remuneration is paid or given directly or indirectly for
soliciting such exchange. For each such transaction, the Company did not use
general solicitation or advertising to market the securities, the securities
were offered to a limited number of persons, the investors had access to
information regarding the Company (including information contained in the
Company's Annual Report on Form 10-K for the year ended
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