Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
The
registrant claimed exemption from the registration provisions of the Securities Act of 1933 with respect to the securities pursuant to
Section 4(2) thereof in as much as no public offering was involved. The shares were not offered or sold by means of: (i) any advertisement,
article, notice or other communication published in any newspaper, magazine or similar medium, or broadcast over television or radio,
(ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) any other
form of general solicitation or advertising and the purchases were made for investment and not with a view to distribution. Each of the
purchasers was, at the time of the purchasers respective purchase, an accredited investor, as that term is defined in Regulation D under
the Securities Act of 1933 and had access to sufficient information concerning the registrant and the offering.
Item
3. Defaults Upon Senior Securities
None
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