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. (b) Such Buyer is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act.

ACQUISITION FOR INVESTMENT; SOPHISTICATION. (a) Such Buyer The Investor is acquiring the Company Securities being purchased by it Shares and the WAT Options 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 the Investor has no present intention or plan to effect any distribution of shares of Company Common Stock, provided the Shares or the WAT Options. The Investor understands that the disposition of Company Common Stock owned by such Buyer shall at all times be will offer and remain within its control, subject sell the Shares and the WAT Options to the provisions of this Agreement and the Registration Rights Agreement. The certificates representing the Purchased Securities shall bear a prominent legend with respect Investor pursuant to the restrictions on transfer exemption from registration under the Securities Act and under applicable state securities laws. Prior to any proposed transfer contained in Rule 506 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 ActRegulation D promulgated thereunder. 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 Investor is an opinion of counsel, reasonably satisfactory "accredited investor" as defined in form Regulation D 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 the Shares and the WAT Options, 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 risk of the proposed investment. The Investor has received copies of all of the Disclosure Documents and the WAT Disclosure Documents (as defined in the Preferred Stock Transaction Agreement, dated as of February ___, 2001, between the Investor and WAML, in its capacity as responsible entity and trustee of WAT (the "TRANSACTION AGREEMENT")) and has been furnished the opportunity to ask questions of and receive answers from representatives of the Company and WAT concerning the Disclosure Documents and the WAT Disclosure Documents and the business and financial affairs of the Company and WAT. (b) Such Buyer is an "accredited investor" The Investor understands that the Shares, the Conversion Stock, the WAT Options and the Option Units (as such term is defined in Regulation D promulgated below) have not been registered under the Securities ActAct or applicable state securities laws and agrees not to sell, pledge or otherwise transfer any of the Shares, the Conversion Stock, the WAT Options or the Option Units in the absence of such registration, except in Australia pursuant to Rule 904 under the Securities Act or with an opinion of counsel reasonably satisfactory to the Company that such registration is not required. The Investor acknowledges that neither the Company nor WAT is required to register for sale in the United States the Shares, the Conversion Stock, the WAT Options or the Option Units.

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. (b) Such Buyer It is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act.