definiens: ( within the meaning of Rule 13d-5(b ) under theSecurities Exchange Act of 1934 ) in which it or its Affiliates is a member ) will not directly orindirectly ( as defined in Rule 13d-3 under the Securities Exchange Act of1934 ), or have the right to acquire ( including by virtue of beneficially owning securitiesexercisable for Licensee ’s common stock ) any voting securities of Licensee other than theShares;(v ) Licensor has ( i ) reviewed Licensee ’s filings with the SEC, including itsmost recently filed annual report on Form 10 - K and all subsequent filings, ( ii ) received all theinformation that it has requested and that it considers necessary or appropriate for decidingwhether to enter into this Agreement and to acquire the Shares, and ( iii ) has had an opportunityto ask questions and receive answers from Licensee regarding the terms and conditions of theoffering of the Shares and the merits and risks of investing in the Shares;(vi ) Licensor acknowledges that it is able to fend for itself, can bear theeconomic risk of its investment and has such knowledge and experience in financial andbusiness matters that it is capable of evaluating the merits and risks of the investment in theShares ; it acknowledges that it has not received any legal or tax advice from Licensee or any ofits representatives with respect the transactions contemplated hereby and has consulted suchlegal, tax and investment advisors as it has deemed necessary or appropriate in connection withits purchase of the Shares;(vii ) Licensor is not buying the Shares as a result of any advertisement, article, notice, or other form of general solicitation or general advertising ( within the meaning ofRegulation D under the 1933 Act ) regarding the Shares;(viii ) Licensor is not engaged in the business of a broker - dealer, is not aregistered broker dealer under the Securities Exchange Act of 1934, and is not a member of theFinancial Industry Regulatory Authority, Inc.;(ix ) Licensor ’s principal executive office, place of business and the locationwhere it determined to acquire the Shares is in Florida;36 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it isboth ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed