definiens: as that term is defined in Regulation D under the Act or is otherwise a sophisticated, knowledgeable investor ( either alone or with the aid of a purchaser representative ) with adequate net worth and income for this investment ; ( f ) That Investor has knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of an investment in the Company and its proposed activities and has carefully considered the suitability of an investment in the Company for Investor 's particular financial situation, and has determined that the Shares are a suitable investment ; ( g ) That the offer to sell Shares was communicated to Investor by the Company in such a manner that Investor was able to ask questions of and receive answers from the Company concerning the terms and conditions of this transaction and that at no time was Investor presented with or solicited by any leaflet, public promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of advertising or general solicitation ; ( h ) That except as specified on Schedule 1 ( h ) hereto, the Shares for which Investor hereby subscribes are being acquired solely for Investor 's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof ; and Investor agrees that such Shares will not be sold without registration under the Act or an exemption therefrom ; ( i ) That Investor has had prior personal or business relationships with the Company or its affiliates, or by reason of Investor 's business or financial experience ( either alone or with the aid of a purchaser representative ), Investor has the capacity to protect Investor 's own interest in connection with this transaction ; ( j ) That Investor has consulted with its own attorney regarding legal matters concerning an investment in the Company and has done so to the extent Investor considers necessary ; ( k ) Investor is a resident of the State of New York