definiens: within the meaning of Rule SOI(a ) of Regulation D under the Securities Act, and is purchasing the Shares at the relevant Closing for its own account, and not with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction, but without prejudice to Pall 's right at all times to sell or otherwise dispose of aU or any part of the Shares under a registration statement under the Securities Act or under an exemption from said registration available under the Securities Act ; ( iii ) Pall 's principal executive offices are located in the State of New York ; ( iv ) Pall understands that an investment in Vitex bears a high degree of risk and represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Shares, and is able to bear the economic risks of its investment for an . : ' ind . : .. : ' : ', ' .. :, ', ... ~. ' . ' ..... ~ .., : . : . ' . ' ...., ... ", 790728·7 ( v ) Pall bas bad access to such financial and other infonnation, and has been afforded the opportunity to ask such questions of representatives of Vitex and receive answers thereto, as it deems necessary in connection with its purchase of the Shares