definiens: as defined in Regulation D under the Securities Act ; it has had a meaningful opportunity to ask questions concerning [COMPANY] and the Shares of the executive officers of [COMPANY] ; it has had full access to all relevant information concerning [COMPANY] and its investment in the Shares ; there are substantial restrictions on the transferability of the Shares and there is no public market for the Shares, and therefore it may not be possible to liquidate the Shares in the case of emergency ; Duke is acquiring the Shares for its own investment purposes and not with a view to, or in connection with a sale or distribution thereof ; Duke has no contract, understanding, undertaking, agreement or arrangement, formal or informal, to sell, transfer or pledge to any person the Shares or any part thereof and it consents to the placement of restrictive legends on the stock certificates representing the Shares, which will be in substantially the following form : THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF . NO SUCH SALE OR DISPOSITION MA Y BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933