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Preparation of the Registration Statement

The Securities Act of 1933, as amended (the "Securities Act"), prohibits anyone from publicly selling or offering to sell any security unless that security is the subject of a registration statement that has been declared effective by the Securities and Exchange Commission (the "SEC"). As a result, every company that wants to "publicly" sell its securities (a term which is very broadly defined) is required to prepare and file a registration statement with the SEC.
 
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