definiens: within the meaning of Rule 501 promulgated under the Securitie s Act and was not organized for the specific purpos e of acquiring the Shares or the Note issued pursuant to the Loan Agreement ; ( b ) is domiciled in the State of Indiana ; ( c ) is acquiring the Shares and the Note issued pur suant to the Loan Agreement for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof ; and ( d ) understands that ( i ) the Shares and the Note issued pursuant to the Loan Agreement have not been regis tered under the Securities Act by reason of their issuanc e in a transaction exempt from the registration req uirements of the Securities Act pursuant to Section 4(2 ) thereof or Regulation D promulgated under the Securities Act, ( ii ) the Shares and the N ote issued pursuant to the Loan Agreement must be h eld indefinitely unless a subsequent disposition thereo f is registered under the Securities Act or is exem pt from such registration and understands and is capable of bear ing the economic risk of such an investment in the Shares and the Note issued pursuant to the Loan Agreement, ( ii i ) the Shares and the Note issued pursuant to the L oan Agreement will bear a legend to such effect ( as set forth below ) and ( iv ) the Company will make a nota tion on its transfer books to such effect