definiens: as defined inRule 501 of Regulation D promulgated under the Act and was not organized for the purpose of acquiring the Warrant or theWarrant Shares ; ( ii ) Holder ’s financial condition is such that it is able to bear the risk of holding the Warrant Shares for anindefinite period of time and could afford a complete loss on such investment ; ( iii ) Holder has sufficient knowledge andexperience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investmentin the Company and has so evaluated the risks and merits of such investment, understands that an investment in the WarrantShares involves a significant degree of risk, including a risk of total loss of Holder ’s investment, and understands the riskfactors included, or that may be included in the future, in the Company ’s periodic reports filed from time to time with theSecurities and Exchange Commission ; ( iv ) Holder acknowledges that the Company has made available copies of its annual, quarterly and other reports and documents filed with the Securities and Exchange Commission pursuant to Sections 13(a),14(a ), 14(c ) and 15(d ) of the Securities Exchange Act of 1934, as amended, and the information incorporated in such reportsand documents by reference, and acknowledges that, a reasonable time before Holder ’s exercise of the Warrant, it has reviewedsuch reports and documents, has had the opportunity to ask questions about the Company and the Warrant Shares, that suchquestions have been answered to Holder ’s satisfaction, and that it has obtained all other information with respect to aninvestment in the Warrant Shares that it has requested from the Company ; and ( v ) Holder is acquiring the Warrant Shares forits own account for investment and not for resale or with a view to distribution thereof in5 violation of the Securities Act of 1933 . Except to the extent that the sale of the Warrant Shares by the Company upon exerciseof the Warrant has been registered under the Act, each and every certificate representing Warrant Shares delivered uponexercise of this Warrant shall bear the following legend : THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED, OR ANY STATE SECURITIES LAWS . SUCH SECURITIES MAY NOT BE OFFERED, SOLD ORTRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ANDANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANYTHAT SUCH REGISTRATION IS NOT REQUIRED