| http://www.w3.org/ns/prov#value | - We claim an exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended (the ???Act???), for the above conversion as the securities were exchanged by the Company with its existing security holder exclusively in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
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