definiens: within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended ( the ) and was not organized for the specific purpose of acquiring the Sharesi ( ii ) it has sufficient knowledge and experience in investing in companies similar to [COMPANY] so as to be 15 CONADE ~ TREA]MENT able to evaluate the risks and merits of its investment in [COMPANY] and it is able financially to bear the risks thereof ; ( iii ) it has had an opportunity to ( a ) discuss [COMPANY] 's business, management and financial affairs with [COMPANY] 's management, ( b ) ask questions and receive answers concerning the terms of the issuance of the Shares and ( c ) obtain any additional information it desires concerning [COMPANY] that [COMPANY] possesses or can acquire without unreasonable effort or expense ; ( iv ) the Shares being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof ; ( v ) it understands that ( a ) the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2 ) thereof or pursuant to Rules 505 or 506 promulgated under the Securities Act, ( b ) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, ( c ) the Shares will bear a legend to such effect and ( d ) [COMPANY] will make a notation on its transfer books to such effect