definiens: within themeaning of Rule 501 of Regulation D promulgated by the SEC, as presently in effect or, if indicated on thesignature page hereto that such person is not an, has the investment experiencecontemplated by Section 2A.6(4 ) hereof, or ( ii ) certifies that the Securityholder is not a 22within the meaning of Rule 902 of Regulation S promulgated by the SEC, as presently in effect, that theSecurityholder is not located within the United States at the time of the Securityholder ’s execution anddelivery of this Agreement and that the Securityholder is not acquiring the Consideration Shares for theaccount or benefit of any such U.S. person . The Securityholder ( 1 ) agrees to transfer or resell theConsideration Shares only in accordance with the provisions of Regulation S, pursuant to registration underthe Securities Act, or pursuant to an available exemption from registration and agrees not to engage inhedging transactions with regard to such Consideration Shares unless in compliance with the Securities Act,(2 ) agrees that any certificates for any Consideration Shares issued to the Securityholder shall contain alegend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration andthat hedging transactions involving such Consideration Shares may not be conducted unless in compliancewith the Securities Act, and ( 3 ) agrees that Purchaser is required to refuse to register any transfer of anyConsideration Shares issued to the Securityholder not made in accordance with the provisions of RegulationS, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration