Common use of ACQUISITION FOR INVESTMENT; SOPHISTICATION Clause in Contracts

ACQUISITION FOR INVESTMENT; SOPHISTICATION. (a) Such Buyer is acquiring the Company Securities being purchased by it for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and such Buyer has no present intention or plan to effect any distribution of shares of Company Common Stock, provided that the disposition of Company Common Stock owned by such Buyer shall at all times be and remain within its control, subject to the provisions of this Agreement and the Registration Rights Agreement. The certificates representing the Purchased Securities shall bear a prominent legend with respect to the restrictions on transfer under the Securities Act and under applicable state securities laws. Prior to any proposed transfer of any Purchased Securities, unless such transfer is made pursuant to an effective registration statement under the Securities Act, such Buyer will deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the Purchased Securities may be sold or otherwise transferred without registration under the Securities Act. The Company will remove the legend relating to Securities Act restrictions from any Purchased Securities at any time two years after issuance if such Buyer delivers to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that such Purchased Securities are no longer subject to transfer restrictions under the Securities Act. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation) each certificate for the Purchased Securities shall bear any restricted securities legend required hereby, unless such legend is no longer required hereunder. Such Buyer is able to bear the economic risk of the acquisition of Purchased Securities pursuant hereto and can afford to sustain a total loss on such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment.

ACQUISITION FOR INVESTMENT; SOPHISTICATION. (a) Such Buyer It is acquiring the Company Securities being purchased by it for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and such Buyer it has no present intention or plan to effect any distribution of shares of Company Common Stock, the Securities; provided that the disposition of the Company Series B Preferred Shares and the Company Common Stock Shares purchased pursuant to the Warrants owned by such Buyer it shall at all times be and remain within its control, subject to the provisions of this Agreement and the Registration Rights Agreement; and provided further that it shall have the right at all times to sell or otherwise dispose of all or any part of such securities under a registration under the Securities Act (subject to the terms of the Registration Rights Agreement) or under an exemption from said registration available under the Securities Act. The certificates certificate(s) representing the Purchased Securities shall bear a prominent legend with respect to the restrictions on transfer under the Securities Act and under applicable state securities lawslaws and the restrictions set forth in the Charter Documents with respect to REIT ownership restrictions. Prior to any proposed transfer of any Purchased the Securities, unless such transfer is made pursuant to an effective registration statement under the Securities Act, such Buyer will deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, counsel to the effect that the Purchased Securities may be sold or otherwise transferred without registration under the Securities Act. The Company will remove the legend relating to Securities Act restrictions from any Purchased Securities at any time two years after issuance if such Buyer delivers to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that such Purchased Securities are no longer subject to transfer restrictions under the Securities Act. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation) ), each certificate for the Purchased Securities Company Series B Preferred Shares and the Warrant(s) shall bear any a restricted securities legend required hereby, unless such and the REIT share ownership legend is no longer required hereunderreferred to above. Such Buyer It is able to bear the economic risk of the acquisition of Purchased the Securities pursuant hereto and can afford to sustain a total loss on such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment.

ACQUISITION FOR INVESTMENT; SOPHISTICATION. (a) Such Buyer is acquiring the Company Securities Common Stock being purchased by it for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and such Buyer has no present intention or plan to effect any distribution of shares of Company Common Stock, provided that the disposition of Company Common Stock owned by such Buyer shall at all times be and remain within its control, subject to the provisions of this Agreement and the Registration Rights Agreement. The certificates representing the Purchased Securities Shares shall bear a prominent legend with respect to the restrictions on transfer under the Securities Act and under applicable state securities laws. Prior to any proposed transfer of any Purchased SecuritiesShares, unless such transfer is made pursuant to an effective registration statement under the Securities Act, such Buyer will deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the Purchased Securities Shares may be sold or otherwise transferred without registration under the Securities Act. The Company will remove the legend relating to Securities Act restrictions from any Purchased Securities Shares at any time two years after issuance if such Buyer delivers to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that such Purchased Securities Shares are no longer subject to transfer restrictions under the Securities Act. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or sold pursuant to Rule 144 promulgated thereunder (or any similar or successor rule or regulation) each certificate for the Purchased Securities Shares shall bear any restricted securities legend required hereby, unless such legend is no longer required hereunder. Such Buyer is able to bear the economic risk of the acquisition of Purchased Securities Shares pursuant hereto and can afford to sustain a total loss on such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment.