definiens: as defined in Regulation D under the United States Securities Act of 1933, as amended ( the ) ; and also is knowledgeable and experienced in making investments in private placement transactions such as the purchase of the Shares ; ( ii ) the Purchaser is acquiring the Shares set forth above for its own account for investment and with no present intention of distributing any of such Shares except pursuant to an effective registration statement under the Securities Act covering the sale, and ' no arrangement or understanding exists with any other person regarding the distribution of any of such Shares ; ( iii ) the Purchaser will not, directly or indirectly, voluntarily offer, sell . pledge ., transfer or otherwise dispose of ( or Solicit any offers to buy . purchase or otherwise acquire or take a pledge ot ) any of the Shares except ( a ) in the event of an effective registration statement under the Securities Act, ( b ) upon delivery of an opinion of counsel ( which shall be in forni ' and substance reasonably satisfactory to the Company ) that such registration is not required, ( c ) in connection with a sale . transfer or other disposition made pursuant to Section 144 of the Securities Act or ( d ) to a wholly owned subsidiary of the Purchaser . in the case of ( a ) . ( c ) and ( d ) above . no opinion of counsel shall be required ; and ( iv ) the Purchaser has had an opportunity to 13 CONFIDENTIAL ask questions and receive answers from the management of the Company regarding the Company, its business and the offering of the Shares