definiens: ( as such term is defined in Rule 501 of Regulation D under theSecurities Act ) and as to the basis on which such holder is an accredited investor ; or ( ii ) such holder is not and will not be, as of theEffective Time, an, in which case such holder either alone or with such holder ’s purchaser representative has suchknowledge and experience in financial and business matters that such holder is capable of evaluating the merits and risks of the ZordichCommon Stock ; and ( iii ) that the Zordich Common Stock is being acquired for such holder ’s account for investment only and not with a viewtowards, or with any intention of, a distribution or resale thereof for at least a period of six ( 6 ) months following the Closing or ( b ) such holderis not a within the meaning of Regulation S, Rule 902, promulgated by the SEC under the Securities Act