Common use of Investment Intent; Restricted Securities Clause in Contracts

Investment Intent; Restricted Securities. The Company is acquiring the Warrants solely for its own account and not with the view to, or for resale in connection with, any distribution thereof, other than as may be permitted under applicable law without registration under the Securities Act. The Company understands that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants have not been and are not being registered under the Securities Act by reason of specified exemptions therefrom which depend upon, among other things, the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transfer.

Investment Intent; Restricted Securities. The Company Immediately upon each Seller's acquiring its percentage of the Aquis Shares, each Seller will transfer such shares to its creditors pursuant to Bankruptcy Court order. Each Seller agrees and each creditor will be advised (and the Bankruptcy Court order will provide) that each acquiror of Aquis Shares is acquiring the Warrants them solely for its own account and not with the view to, or for resale in connection with, any distribution thereof, other than as may be permitted under applicable law without registration under the Securities Act. The Company understands Sellers understand (a) that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants Aquis Shares have not been and are not being registered under the Securities Act by reason of specified exemptions therefrom therefrom, which depend upon, among other things, the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and (b) that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants Aquis Shares are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company Seller agrees that the Warrants Aquis Shares may not be sold, transferred, offered for sale, pledged, hypothecated hypothecated, or otherwise disposed of without registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants Aquis Shares will bear appropriate legends restricting transfer. Purchaser understands and agrees that delivery of the Aquis Shares to Sellers creditors pursuant to Bankruptcy Court order will not constitute a transfer in violation of this Section 2.1(h).

Investment Intent; Restricted Securities. The Company Each Holder represents and warrants that it is acquiring the Warrants and shall be acquiring the Underlying Common Stock solely for its own account and not with the a view to, to or for resale in connection with, with any distribution thereofor public offering thereof within the meaning of any securities laws and regulations, other than as may be permitted under applicable law without registration unless such distribution or offering is registered under the Securities Act or any exemption from such registration is available. Each Holder realizes that the resale of the Warrants and the Underlying Common Stock is restricted by federal and state securities laws and, accordingly, the Warrants and the Underlying Common Stock must be held indefinitely unless the resale thereof is subsequently registered under the Act, or an exemption from such registration is available. The Company Each Holder realizes that the grant of the Warrants and the sale of the Underlying Common Stock to such Holder have not been registered under the Act or under any state securities laws by reason of a specific exemption under the provisions of the Act that may depend in part upon the such Holder's "investment intent." Accordingly, the economic risk of the acquisition of such Warrants and Underlying Common Stock must be borne by the Holders indefinitely unless the resale of the Warrants or the Underlying Common Stock is subsequently registered under the Act or an exemption from such registration is available. Each Holder acknowledges and understands that the Warrants and the common stock Underlying Common Stock are "restricted securities" as that term is defined in Rule 144 under the Act and are subject to all of the Purchaser issuable upon exercise of terms and provisions thereof. Each Holder acknowledges and consents that the certificates for the Warrants have not been and are not being registered under the Securities Act by reason of specified exemptions therefrom which depend uponwill be legended substantially as follows: THE SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, among other thingsAS AMENDED (THE "ACT"), the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transfer.OR

Investment Intent; Restricted Securities. The Company Each Purchaser is acquiring purchasing the Warrants solely Shares for its own account as principal, for investment purposes only, and not with the a present view to, or for resale in connection withfor, any resale, distribution or fractionalization thereof, other than as may be permitted under applicable law without registration under in whole or in part, within the meaning of the Securities Act. The Company Each Purchaser understands that the Warrants and the common stock acquisition of the Purchaser issuable upon exercise of the Warrants have Shares hereunder has not been and are not being registered under the Securities Act by reason of specified or registered or qualified under any state securities law in reliance on specific exemptions therefrom therefrom, which exemptions may depend upon, among other things, the bona fide nature of its the Purchasers' investment intent as expressed herein herein. Each Purchaser will complete or cause to be completed the Purchaser Questionnaire attached hereto as Annex A and the responses provided therein shall be true and correct as of the Closing Date and as explicitly acknowledged herebyof the effective date of the Registration Statement. The Purchasers will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder either through (a) the use of a Registration Statement as described in Section 5.1 or (b) pursuant to an opinion of counsel satisfactory to the Company that such registration is not required. The Purchasers understand that, as such, the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants Shares are characterized as "Restricted Securitiesrestricted securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering Securities Act and that under such laws the Securities Act and applicable regulations such securities Shares may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees In this connection, the Purchasers represent that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration they are familiar with Rule 144 promulgated under the Securities Act except ("Rule 144"), as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, presently in form and substanceeffect, and from counsel, reasonably satisfactory to understand the Purchaser, that the distribution or transfer may be effected without registration under resale limitations imposed thereby and by the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transfer.

Investment Intent; Restricted Securities. The Company Purchaser is acquiring the Warrants XX Xxxxxxx Stock and the Acquired Units solely for its Purchaser’s own account account, for investment purposes only, and not with the a view to, or for resale in connection withwith any present intention of, any distribution thereof, other than as may be permitted under applicable law without registration under reselling or otherwise distributing the Securities ActXX Xxxxxxx Stock or the Acquired Units or dividing its participation therein with others. The Company Purchaser understands and acknowledges that (i) neither the Warrants and XX Xxxxxxx Stock nor the common stock of the Purchaser issuable upon exercise of the Warrants Acquired Units have not been and are not being registered under the Securities Act by reason of specified exemptions therefrom which depend upon, among other things, the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration qualified under the Securities Act, or under any securities Laws of any state of the United States or any other jurisdiction, and have been issued in reliance upon specific exemptions thereunder, (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants XX Xxxxxxx Stock and the stock issuable upon exercise thereof is exempt from Acquired Units constitute “restricted securities” as defined in Rule 144 under the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (iiii) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request none of the beneficial holders of a majority interest Acquired Units or the XX Xxxxxxx Stock is traded or tradable on any securities exchange or over-the-counter and (iv) none of the Warrants given not earlier than four months after the Closing DateAcquired Units or XX Xxxxxxx Stock may be sold, register the Warrants transferred or otherwise disposed of unless a registration statement under the Securities Act pursuant with respect to a customary such XX Xxxxxxx Stock or Acquired Units, as applicable, and qualification in accordance with any applicable state securities Laws becomes effective or unless such registration rights agreementand qualification is inapplicable, or an exemption therefrom is available. The Warrants Purchaser will bear appropriate legends restricting transfernot transfer or otherwise dispose of any of the XX Xxxxxxx Stock or any of the Acquired Units acquired hereunder or any interest thereon in any manner that may cause the XX Xxxxxxx Seller or any Unitholder to be in violation of the Securities Act or any applicable state securities Laws. Purchaser is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Purchaser acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the XX Xxxxxxx Stock and the Acquired Units.

Investment Intent; Restricted Securities. The Company Each Holder represents and warrants that it is acquiring the Warrants and shall be acquiring the Underlying Common Stock solely for its own account and not with the a view to, to or for resale in connection with, with any distribution thereofor public offering thereof within the meaning of any securities laws and regulations, other than as may be permitted under applicable law without registration unless such distribution or offering is registered under the Securities Act or any exemption from such registration is available. Each Holder realizes that the resale of the Warrants and the Underlying Common Stock is restricted by federal and state securities laws and, accordingly, the Warrants and the Underlying Common Stock must be held indefinitely unless the resale thereof is subsequently registered under the Act, or an exemption from such registration is available. The Company Each Holder realizes that the grant of the Warrants and the sale of the Underlying Common Stock to such Holder have not been registered under the Act or under any state securities laws by reason of a specific exemption under the provisions of the Act that may depend in part upon the such Holder's "investment intent". Accordingly, the economic risk of the acquisition of such Warrants and Underlying Common Stock must be borne by the Holders indefinitely unless the resale of the Warrants or the Underlying Common Stock is subsequently registered under the Act or an exemption from such registration is available. Each Holder acknowledges and understands that the Warrants and the common stock Underlying Common Stock are "restricted securities" as that term is defined in Rule 144 under the Act and are subject to all of the Purchaser issuable upon exercise of terms and provisions thereof. Each Holder acknowledges and consents that the certificates for the Warrants have not been and are not being registered under the Securities Act by reason of specified exemptions therefrom which depend upon, among other things, the bona fide nature of its investment intent will be legended substantially as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act except as may be permitted under applicable law. The Company may distribute or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transfer.follows:

Investment Intent; Restricted Securities. The Company Lender is acquiring receiving the Warrants Lender Stock Repayment Amount, the Lender Stock R&W Policy Amount and the Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be) solely for its own account account, for investment purposes only, and not with the a view to, or for resale any present intention of, reselling or otherwise distributing the Lender Stock Repayment Amount, the Lender Stock R&W Policy Amount or the Lender Stock Release Amount (or remaining Lender Stock Release Amount, as the case may be) or dividing its participation herein with others. Lender is an “accredited investor” as defined in connection with, any distribution thereof, other than as may be permitted under applicable law without registration Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. The Company understands Lender acknowledges that it is informed as to the Warrants risks of the transactions contemplated hereby and of ownership of the Lender Stock Repayment Amount, the Lender Stock R&W Policy Amount and the common stock Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be). Lender understands and acknowledges that (i) none of the Purchaser issuable upon exercise of Lender Stock Repayment Amount, the Warrants have not Lender Stock R&W Policy Amount or the Lender Stock Release Amount (or Remaining Lender Stock Release Amount) has been and are not being registered under the Securities Act by reason of specified or any state or foreign securities Laws, in reliance upon specific exemptions therefrom which depend upon, among other things, the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction thereunder for transactions not involving a any public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without unless such transfer, sale or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and are registered under any applicable state or foreign securities Laws or pursuant to an exemption from registration under the Securities Act except as may be permitted under and any applicable law. The Company may distribute state or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Act, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution or transfer of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, that if the Company is unable to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transferforeign securities Laws.

Investment Intent; Restricted Securities. The Company Purchaser is acquiring the Warrants Class A Shares solely for its Purchaser’s own account account, for investment purposes only, and not with the a view to, or for resale with any present intention of, reselling or otherwise distributing the Class A Shares or dividing its participation therein with others. Purchaser has sufficient knowledge and experience in connection withbusiness, any distribution thereof, other than as may be permitted under applicable law without registration financial and investment matters that it is capable of evaluating the merits and risks of the prospective investment in the Company and the purchase of the Class A Shares and making an informed investment decision with respect to such purchase. Purchaser is an “accredited investor” within the meaning of Rule 501 promulgated under the U.S. Securities Act of 1933 (together with the regulations promulgated thereunder, the “1933 Act”). The Company understands that Purchaser has had such opportunity as it has deemed adequate to obtain from Seller or its brokers, representatives or agents such information about the Warrants Business, the Property and the common stock Company as is necessary to permit Purchaser to evaluate the merits and risks of investment in the Company and the purchase of the Class A Shares. Purchaser issuable upon exercise understands and acknowledges that (a) the Class A Shares will not be registered or qualified under the 1933 Act, or under any securities Laws of any state of the Warrants have United States or other jurisdiction, in reliance upon specific exemptions thereunder for transactions not been and are not being registered involving any public offering; (b) the Class A Shares will constitute “restricted securities” as defined in Rule 144 under the Securities Act by reason of specified exemptions therefrom which depend upon, among other things, 1933 Act; (c) the bona fide nature of its investment intent as expressed herein Class A Shares will not be traded or tradable on any securities exchange or over-the-counter; and as explicitly acknowledged hereby, and that (d) the Warrants and the common stock of the Purchaser issuable upon exercise of the Warrants are "Restricted Securities" under the federal securities laws inasmuch as they are being acquired from the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants Class A Shares may not be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of without unless a registration statement under the Securities 1933 Act except as may be permitted under with respect to such Class A Shares and qualification in accordance with any applicable law. The Company may distribute state securities Laws becomes effective or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form unless such registration and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Actqualification is inapplicable, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution an exemption therefrom is available. Purchaser will refrain from transferring or transfer otherwise disposing of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, Class A Shares acquired hereunder or any interest therein in any manner that if the Company is unable may cause Seller or any of its Affiliates to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request be in violation of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities 1933 Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transferor any other applicable securities Laws.

Investment Intent; Restricted Securities. The Company Buyer is acquiring the Warrants Interests solely for its Buyer’s own account account, for investment purposes only, and not with the a view to, or for resale with any present intention of, reselling or otherwise distributing the Interests or dividing its participation herein with others. Buyer has sufficient experience in connection withbusiness, any distribution thereof, other than as may financial and investment matters to be permitted under applicable law without registration able to evaluate the purchase of the Interests and to make an informed investment decision with respect to such purchase. Buyer is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities 1933 Act. The Company understands that Buyer has had such opportunity as it has deemed adequate to obtain from the Warrants and the common stock management of the Purchaser issuable upon exercise Acquired Companies such information about the business of the Warrants Acquired Companies as is necessary to permit Buyer to evaluate the merits and risks of investment in the Acquired Companies. Buyer understands and acknowledges that: (a) none of the Interests have not been and are not being registered or qualified under the Securities Act by reason 1933 Act, or under any securities Laws of specified exemptions therefrom which depend upon, among other things, the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby, and that the Warrants and the common stock any state of the Purchaser issuable United States or other jurisdiction, in reliance upon exercise specific exemptions thereunder for transactions not involving any public offering; (b) all of the Warrants are "Restricted Securities" Interests constitute “restricted securities” as defined in Rule 144 under the federal 1933 Act; (c) none of the Interests are traded or tradable on any securities laws inasmuch as they are being acquired from exchange or over-the-counter; and (d) none of the Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities Interests may be resold without registration under the Securities Act only in certain limited sets of circumstances. The Company agrees that the Warrants may not be sold, transferred, offered for sale, pledged, hypothecated transferred or otherwise disposed of without unless a registration statement under the Securities 1933 Act except as may be permitted under with respect to such Interests and qualification in accordance with any applicable law. The Company may distribute state securities Laws becomes effective or transfer the Warrants only upon delivery to the Purchaser of (i) an opinion of legal counsel, in form unless such registration and substance, and from counsel, reasonably satisfactory to the Purchaser, that the distribution or transfer may be effected without registration under the Securities Actqualification is inapplicable, or (ii) a Bankruptcy Court order, reasonably satisfactory to the Purchaser, that such distribution an exemption therefrom is available. Buyer will refrain from transferring or transfer otherwise disposing of any of the Warrants and the stock issuable upon exercise thereof is exempt from the Securities Act; provided, however, Interests acquired hereunder or any interest therein in any manner that if the Company is unable may cause Seller to distribute or transfer the Warrants pursuant to clause (i) or (ii) above, after using reasonable commercial efforts to do so, then the Purchaser shall, at the request be in violation of the beneficial holders of a majority interest of the Warrants given not earlier than four months after the Closing Date, register the Warrants under the Securities 1933 Act pursuant to a customary registration rights agreement. The Warrants will bear appropriate legends restricting transferor any applicable state securities Laws.