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Common Stock Offering by Asset Management Company

Representation of a privately-held asset management company in connection with the offer and sale to a group of private investment fund investors of 1,500,004 shares of common stock. The transaction was structured to comply with the "change of control" rules under Section 382 of the Internal Revenue Code of 1986, as amended. Representation included preparation of transaction documents consisting of a securities purchase agreement and other ancillary documentation, including waivers of preemptive rights.

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