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 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: