Item 3.02. Unregistered Sales of
On
Following the conversion, Tradition distributed the 14,250,000 shares of Common Stock, pro rata, to its members.
Following the conversion, the Company has 122,260,208 shares of Common Stock outstanding and 8,957,500 shares of Series A Preferred Stock outstanding.
Under the Company's amended and restated certificate of incorporation, any holder of Series A Preferred Stock has the right, at any time and from time to time, to convert all or any of the shares of Series A Preferred Stock held by such holder into shares of Common Stock on a one to 100 basis.
The issuance of the shares of Common Stock pursuant to the foregoing transactions was made without registration in reliance on the exemption from registration under the Securities Act of 1933, as amended, afforded by Section 3(a)(9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.
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