definiens: as defined in Rule501(a ) of the rules and regulations promulgated under the Securities Act . Seller ’s present intention is to acquire theConsideration Shares for its own account for the purpose of investment and not with a view to distribution . Selleragrees that it will not sell or transfer any Consideration Shares without registration under applicable federal and statesecurities laws, or the availability of exemptions therefrom . Seller agrees that the certificates Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commissionpursuant to the Company ’s application requesting confidential treatment under Rule 406 of the Securities Actof 1933 ; [ … * * * … ] denotes omissions.representing the Consideration Shares will bear a restrictive legend stating that the Consideration Shares representedthereby may not be sold except pursuant to registration under the Securities Act or pursuant to an exemptiontherefrom