definiens: within the meaningof Rule 501 of Regulation D under the Securities Act of 1933, as amended ( the ) and was not organized for the specific purpose of acquiringthe Shares, the Additional Shares or the Option Shares ; ( b ) Purchaser has sufficient knowledge and experience ininvesting in companies similar to the Company in terms of the Company 's stage ofdevelopment so as to be able to evaluate the risks and merits of its investmentin the Company and it is able financially to bear the risks thereof ; ( c ) it is the present intention that the Shares, theAdditional Shares and the Option Shares being purchased by Purchaser are beingacquired for Purchaser 's own account for the purpose of investment and not witha present view to or for sale in connection with any distribution thereof ; ( d ) Purchaser understands that : ( i ) the Shares, the Additional Shares and the OptionShares have not been registered under the Securities Act by reason of theirissuance in a transaction exempt from the registration requirements of theSecurities Act pursuant to Section 4(2 ) thereof or Rule 505 or 506 promulgatedunder the Securities Act ; ( ii ) the Shares, the Additional Shares and the OptionShares must be held indefinitely unless a subsequent disposition thereof isregistered under the Securities Act or is exempt from such registration ; 12 < PAGE > ( iii ) the Shares, the Additional Shares and theOption Shares will bear a legend to such effect ; and ( iv ) the Company will make a notation on its transferbooks to such effect ; and ( e ) the Company has made available to Purchaser all documentsand information that the undersigned has requested relating to an investment inthe Company