definiens: as defined in Regulation D under the Securities Act and is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involvedin EXACT, including investments in securities issued by EXACT and investments in comparable companies, and hasrequested, received, reviewed and considered all information it deemed relevant in making an informed decision to invest inEXACT and ( B ) EXACT has made available to JHU, prior to the date hereof, the opportunity to ask questions of and receivecomplete and correct answers from representatives of EXACT concerning the terms and conditions of the Shares and to obtainany additional information relating to the financial condition and business of EXACT and JHU has such knowledge andexperience in financial and business matters that JHU is capable of evaluating the merits and risks of the investment in theShares ; ( ii ) JHU is acquiring the Shares for its own account for investment only and with no present intention of distributingany of the Shares or any arrangement or understanding with any other persons regarding the distribution of the Shares;(iii ) JHU will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of ( or solicit any offers to buy, purchase or otherwise acquire or take a pledge of ) any of the Shares except in compliance with this Agreement, the SecuritiesAct, applicable state securities laws and the respective rules and regulations promulgated thereunder, and acknowledges thatcertificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith;and ( iv ) JHU has, in connection with its decision to invest in EXACT relied only upon the SEC Documents and therepresentations and warranties of EXACT contained herein . JHU understands that its acquisition of the Shares has not beenregistered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptionstherefrom, which exemptions may depend upon, among other things, the bona fide nature of each investor ’s investment intentas expressed herein