definiens: thereof within the meaning of the Securities Act of 1933, as amended(the ) . ACTII understands that neither the Warrants issuable pursuant to this Agreement nor the sharesof Common Stock issuable upon exercise of such Warrants ( the ) have been or will beregistered under the Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ACTII ’s investment intent as expressed herein . ACTII furtheracknowledges and understands that ( i ) the Warrants and the Warrant Shares must be held indefinitely unlessthe Warrants or the Warrant Shares, as the case may be, are subsequently registered under the Act or anexemption from such registration is available, and ( ii ) that the certificates evidencing the Warrants and theWarrant Shares will be imprinted with a legend which prohibits the transfer of the Warrants and the WarrantShares unless the Warrants or the Warrant Shares, as the case may be, are registered or such registration isnot required in the opinion of counsel for [COMPANY] . ACTII further warrants and represents it has the capacityto protect its own interests in connection with the purchase of the Warrants and the Warrant Shares by virtueof the business or financial expertise of its officers and directors or of professional advisors to ACTII who are unaffiliated with and who are not compensated by [COMPANY] or any of its affiliates, directly or indirectly