Item 3.02. Unregistered Sales of
On
The Dividend is exempt from registration pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"). The Investor
represented to the Company that it is an "accredited investor" as defined in
Rule 501 of the Securities Act and that the Series A Preferred Stock is being
acquired for investment purposes and not with a view to, or for sale in
connection with, any distribution thereof, and appropriate legends will be
affixed to any certificates evidencing shares of Series A Preferred Stock or
shares of the Company's common stock, par value
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