definiens: as defined in Regulat ion D under the U.S. Securities Act of 1933, as amended ( the ) ; Brainlab understands that its investment in [COMPANY] involves a high degree of risk ; Brainlab is experienced in evaluating and investing in securities of companies in a similar s tage of development as [COMPANY] ; Brainlab is abl e to fend for itself, it can bear the economic risk of i ts investment in [COMPANY], and it has the knowle dge and experience in financial and business matters to be capable of making an informed decision wit h respect to its investment in [COMPANY] ; and Brainlab has all inf ormation and materials relating to [COMPANY] ’s operations, business and properties that Brainlab d eems necessary or appropriate to evaluate its inves tment in [COMPANY] . Brainlab understands that the Note has not been, and at the time of issuance the Conve rsion Shares to be acquired on conversion thereof will no t be, registered under the Securities Act . Brainlab further understands and agrees that such securities may not be sold, transferred or otherwise disposed of with out registration under the Securities Act or an exempti on therefrom