definiens: within the meaning of Rule 501 of Regulation 0 under the Securities Act and has such knowledge and experience in - financial or business matters as to be capable of evaluating the merits and risks of this investment . • ( b ) Warrantholder understands that this Warrant and any shares of Common Stock issuable upon exercise are characterized as -under the Securities Act - ancr1hatthe - Warrant -and - shares -ofCommon _ Stock issuable on exercise may be resold or transferred without registration under the Securities Act only in limited circumstances . _ Section 5 . No Stockholders Rights or_Liabilities This Warrant shall not entitle the Warrantholder to arry voting rights or other rights as a stockholder of the Company . No provision hereof, in the absence of affirmative action by the Warrantholder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Warrantholder shall give rise to any liability of such Warrantholder for the Warrant Price or as a stockholder of the Company, whether such liability is _ asserted by the Company or by creditors of the Company