definiens: as such term is defined in Rule 501(a ) of the Securiti es Act, and is able to bear the economic risk of it s investment in Guarantor indefinitely . Seller is acquiring the Stock Consideration and Promissory Note solely for its own account for investment and not with a view toward t he resale, transfer, or distribution thereof, nor w ith any present intention of distributing the Stock Conside ration or Promissory Note . No other Person has any right with respect to or interest in the Stock Consideration o r Promissory Note to be purchased by Seller, nor ha s Seller agreed to give any Person any such interest or righ t in the future . Seller is not purchasing the Stock Consideration or Promissory Note as a result of any ( a ) registration statement filed by Purchaser with the Securities and Exchange Commission with respect to any of its securities ; or ( b ) advertisement, articl e, notice or other communication regarding the Stock Considerati on or Promissory Note published in any newspaper, magazine or similar media or broadcast over televis ion or radio or presented at any seminar or any oth er general advertisement that would be deemed a under the provisions of Regulation D of th e Securities Act