definiens: as th at term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3 ) ; ( ii ) experienced in making investments of the ki nd described in this Agreement and the related documents ; ( iii ) able, by reason of the business and financial exper ience of its officers and professional advisors ( who are not aff iliated with or compensated in any way by the Buyer or any of its affiliates or selling agents ), to protect its o wn interests in connection with the transactions de scribed in this Agreement, and the related documents, and ( iv ) able to afford the entire loss of its investment in the Shares . The Seller understands that the Shares are being offere d and issued to it in reliance on specific exemptio ns from the registration requirements of United States federal and state securities laws and that the Buyer is rel ying upon the truth and accuracy of, and the Seller ’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Seller s et forth herein in order to determine the availabil ity of such exemptions and the eligibility of the Seller to acq uire the Shares ; 4.11 SEC Filings . The Seller and its adviso rs, if any, have been furnished with all materials relating to the business, finances and operations of the Buy er and materials relating to the offer and sale of the Shares which have been requested by the Seller . The Seller and its advisors, if any, have been afforded the o pportunity to ask questions of the Buyer and have received comple te and satisfactory answers to any such inquiries . Without limiting the generality of the foregoing, the Selle r has also had the opportunity to obtain and to rev iew the Buyer ’s Annual Report on Form 10 - K / A for the year ended Dec ember 31, 2011, its Quarterly Report on Form 10 - Q f or each of the quarters ended March 31, 2012 and June 30, 2012 filed with the Securities and Exchange Com mission ( the ) . Neither the Buyer nor any ot her person on its behalf has made any representatio ns to the Seller except as contained in the Buyer ’s SEC Docum ents or in this Agreement and in making the decisio n to purchase the Shares, the Seller has not relied on a ny representation or information other than those w hich Seller has independently investigated and verified