Common use of Investment Purposes Clause in Contracts

Investment Purposes. (a) Seller and Selling Member (i) understand that the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling each Member (i) understand that the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member Members as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling each Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling each Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling each Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member (i) understand The Purchaser acknowledges that the shares Shares and the Warrants are being issued in reliance upon the exception from the registration requirements of Common Stock to the Securities Act provided by Section 4(2) thereof and as such the Shares and the Warrants will be issued to Seller "restricted securities" within the meaning of Rule 144. (b) The Purchaser is acquiring the Shares and the Warrants pursuant to this Agreement have not been registered for sale under any federal or state securities Laws in the ordinary course of its business and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to with no present intention of distributing any of such Shares or Warrants or any arrangement or understanding with any other persons regarding the distribution thereof other than to the Selling Member of such Shares or Warrants except in each case as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given conforms with the intention that the Buyer rely on them for purposes all applicable requirements of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, applicable blue sky laws and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such sharesall rules and regulations promulgated thereunder. (c) Seller The Purchaser 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 securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and Selling Member the rules and regulations promulgated thereunder. (d) The Purchaser has, in connection with its decision to acquire the Shares and the Warrants, relied with respect to the Company and its affairs solely upon the SEC Documents and the other information delivered to the Purchaser by the Company as described in Section 4.4 above and the representations and warranties of the Company contained herein. (e) The Purchaser is an “"accredited investor” " within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (df) Seller The Purchaser has full right, power, authority and Selling Member capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) are aware as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreementcreditors' rights generally, (ii) have discussed the Buyer’s plansas limited by equitable principles generally, operations including any specific performance, and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable those provisions of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investmentSection 10 relating to indemnity or contribution.

Investment Purposes. (a) Seller and Selling Member (i) understand that the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companiesother, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member (i) understand The Purchaser acknowledges that the shares Shares and the Warrants are being issued in reliance upon the exception from the registration requirements of Common Stock to the Securities Act provided by Section 4(2) thereof and as such the Shares and the Warrants will be issued to Seller "restricted securities" within the meaning of Rule 144. (b) The Purchaser is acquiring the Shares and the Warrants pursuant to this Agreement have not been registered for sale under any federal or state securities Laws in the ordinary course of its business and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to with no present intention of distributing any of such Shares or Warrants or any arrangement or understanding with any other persons regarding the distribution thereof other than to the Selling Member of such Shares or Warrants except in each case as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given conforms with the intention that the Buyer rely on them for purposes all applicable requirements of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, applicable blue sky laws and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such sharesall rules and regulations promulgated thereunder. (c) Seller The Purchaser 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 securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and Selling Member the rules and regulations promulgated thereunder. (d) The Purchaser has, in connection with its decision to acquire the Shares and the Warrants, relied with respect to the Company and its affairs solely upon the SEC Documents and the other information delivered to the Purchaser by the Company as described in Sections 5.4 above and the representations and warranties of the Company contained herein. (e) The Purchaser is an “"accredited investor” " within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (df) Seller The Purchaser has full right, power, authority and Selling Member capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) are aware as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreementcreditors' rights generally, (ii) have discussed the Buyer’s plansas limited by equitable principles generally, operations including any specific performance, and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable those provisions of evaluating the merits Section 12.3 and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment13.2 relating to indemnity or contribution.

Investment Purposes. (a) Seller and Selling Member Stockholders (i) understand that the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member Stockholders as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member Stockholders agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member Stockholders (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member (i) understand Such Purchaser acknowledges that the shares Shares and the Warrants are being issued in reliance upon the exception from the registration requirements of Common Stock to the Securities Act provided by Section 4(2) thereof and as such the Shares, Warrant Shares and the Warrants will be issued to Seller "restricted securities" within the meaning of Rule 144. (b) Such Purchaser is acquiring the Shares and the Warrants pursuant to this Agreement have not been registered for sale under any federal or state securities Laws in the ordinary course of its business and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to with no present intention of distributing any of such Shares or Warrants or any arrangement or understanding with any other persons regarding the distribution thereof other than to the Selling Member of such Shares or Warrants except in each case as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given conforms with the intention that the Buyer rely on them for purposes all applicable requirements of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, applicable blue sky laws and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such sharesall rules and regulations promulgated thereunder. (c) Seller Such Purchaser 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 securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and Selling Member the rules and regulations promulgated thereunder. (d) Such Purchaser has, in connection with its decision to acquire the Shares and the Warrants, relied with respect to the Company and its affairs solely upon the SEC Documents and the other information delivered to such Purchaser by the Company as described in Sections 4.4 above and the representations and warranties of the Company contained herein. (e) Such Purchaser is an “"accredited investor” " within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (df) Seller Such Purchaser has full right, power, authority and Selling Member capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by such Purchaser, this Agreement shall constitute a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except (i) are aware as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreementcreditors' rights generally, (ii) have discussed the Buyer’s plansas limited by equitable principles generally, operations including any specific performance, and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable those provisions of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investmentSection 10.3 relating to indemnity or contribution.

Investment Purposes. (a) Seller Each of GFL, the Principal Stockholder and Selling Member each GFL Stockholder (i) understand that the shares of Common Stock to be issued to Seller GFL pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller GFL pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller GFL is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member Principal Stockholder as permitted by the Securities Act and subject to the Lock-Up AgreementAct, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer Parent rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller GFL and Selling Member Principal Stockholder agree (i) that the shares of Common Stock to be issued to Seller GFL pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer Parent, by its counsel, an opinion of such counsel satisfactory to the Buyer Parent that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities ActNot Applicable. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member (i) understand that The Purchaser is acquiring the shares of Common Stock it has agreed to be issued to Seller pursuant to this Agreement have purchase for investment purposes only, for its own account, and not been registered as nominee or agent for sale under any federal other Person, and not with a view to, or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) for resale in connection with, any distribution or transfer thereof within the meaning of the Securities Act, (ii) agree that Seller and the Purchaser is acquiring not participating directly or indirectly in the underwriting of any such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk or transfer of the investment Common Stock, nor will the Purchaser act in such shares for any way that would deem the Purchaser an indefinite period underwriter, within the meaning of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to of the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not requiredCommon Stock, (iib) that any transfer agent for the Common Stock may Purchaser has such knowledge and experience in financial and business matters as to be instructed not to transfer any such shares unless it receives satisfactory evidence capable of compliance with evaluating the foregoing provisionsmerits and risks of its investment, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. , (d) Seller the Company has made available to the Purchaser the opportunity to ask questions and Selling Member to receive answers, and to obtain information necessary to evaluate the merits and risks of this investment and to verify the accuracy of any information, documents, financial statements, records and books made available by the Company and its representatives, (e) the Purchaser understands, acknowledges and agrees that, except as otherwise provided in the Registration Rights Agreement, the Common Stock has not been and will not be registered under (and that the Company has no present intention to register the Common Stock) the Securities Act or applicable state securities laws, and may not be sold or otherwise transferred by the Purchaser to a United States person unless the Common Stock has been registered under the Securities Act and applicable state securities laws or are sold or transferred in a transaction exempt therefrom, (f) except for Crusader Securities, LLC and its Affiliates, no broker has acted on behalf of the Purchaser in connection with this Agreement, and there are no brokerage commissions, finders’ fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with the Purchaser or any action taken by the Purchaser, (g) the Purchaser can bear the economic risks of an investment in the Company for an indefinite period of time and has adequate means of providing for the Purchaser’s current needs and possible personal contingencies and has no present or contemplated need for liquidity of the Purchaser’s investment in the Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, (h) the Purchaser has been represented by such advisors, each of whom has been personally selected by the Purchaser, as the Purchaser has found necessary to consult concerning the transaction contemplated hereby, (i) are aware with respect to any tax aspects of the business, affairs and financial condition issuance of the Buyer and Common Stock to the other Target Companies, and have acquired sufficient information about the Buyer and the other Target CompaniesPurchaser, the IPO and Purchaser is relying solely upon the Target Company Transactions to reach an informed and knowledgeable decision to acquire advice of the Purchaser’s own personal tax advisors, and/or upon the Purchaser’s own knowledge with respect thereto, (j) the Purchaser understands that the shares of Common Stock to are “restricted securities” under the Securities Act and may not be issued to Seller sold without being registered under the Securities Act, or sold pursuant to this Agreementan exemption thereunder, (iik) have discussed none of the Buyer’s plansPurchaser, operations and financial condition with any member of the Buyer’s officersPurchaser, nor any Affiliate of any such Person has engaged in any form of general solicitation or general advertising (iiias such terms are defined in Rule 502(c) have received all under the Securities Act) or in any “directed selling efforts” (as such information as they have deemed necessary and appropriate to enable them to evaluate term is defined in Regulation S under the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common StockSecurities Act), and (vl) are capable none of bearing the economic risks Purchaser, any member of the Purchaser, nor any Affiliate of any such investmentPerson has offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as such term is defined in the Securities Act) of the Company in a manner which would require registration under the Securities Act.

Investment Purposes. (a) Seller Such Purchaser is acquiring the Preferred Shares it has agreed to purchase for investment purposes only, for its own account, and Selling Member (i) understand that not as nominee or agent for any other Person, and not with a view to, or for resale in connection with, any distribution thereof within the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) meaning of the Securities Act, (iib) agree it understands and acknowledges that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by Preferred Shares have not been registered under the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal any other securities laws, including, without limitation, (c) it is not an "affiliate" (as defined in Rule 144 under the Securities Act, or (y) there is presented to of the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not requiredCompany, (iid) that any transfer agent for it has such knowledge and experience in financial and business matters as to be capable of evaluating the Common Stock may be instructed not to transfer any such shares unless merits and risks of its investment, (e) it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “"accredited investor” " within the meaning of Rule 501 of Regulation D under the Securities Act. , (df) Seller the Company has made available to it the opportunity to ask questions and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companiesto receive answers, and have acquired sufficient to obtain information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment this investment, (g) such Purchaser understands, acknowledges and agrees that the Preferred Shares have not been registered under (and that the Company has no present intention to register the Preferred Shares under) the Securities Act or applicable state securities laws, and may not be sold or otherwise transferred by the Purchasers to a United States person unless the Preferred Shares have been registered under the Securities Act and applicable U.S. state securities laws or are sold or transferred in Common Stocka transaction exempt therefrom, and (vh) are capable of bearing the economic risks no broker has acted on behalf of such investmentPurchaser in connection with this Agreement, and there are no brokerage commissions, finders' fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with such Purchaser or any action taken by such Purchaser.

Investment Purposes. (a) Seller and Selling Member Primary Shareholder (i) understand that the shares of Common Stock Purchase Price Shares to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(24(a)(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member Primary Shareholder as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (bi) Seller and Selling Member Primary Shareholder agree (i) that the shares of Common Stock Purchase Price Shares to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock Purchase Price Shares may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. The Primary Shareholder acknowledges that he will be subject to the Buyer’s ixxxxxx xxxxxxx policy. (cii) Seller and Selling Member is Primary Shareholder are each an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (diii) Seller and Selling Member Primary Shareholder (iA) are aware of the business, affairs and financial condition of the Buyer and the other Target Companiesother, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (iiB) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iiiC) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (ivD) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (vE) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member RULE 144. (i) understand The undersigned is acquiring Shares solely for investment for his own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The undersigned understands that the shares of Common Stock to be issued to Seller pursuant to this Agreement Shares have not been registered for sale under any federal the Securities Act or applicable state and other securities Laws and that such shares are being offered and sold to Seller pursuant to an laws by reason of a specific exemption from the registration provided under Section 4(2) provisions of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to applicable state and other securities laws, the Lock-Up Agreementavailability of which depends upon, (iii) acknowledge among other things, the bona fide nature of the investment intent and the accuracy of the undersigned's representations as expressed herein. The undersigned understands that the Company is relying, in part, upon the representations and warranties set forth contained in this Section 5.30 are given with consent for the intention purpose of determining whether the Combination Transactions meet the requirements for such exemptions. (ii) The undersigned acknowledges and understands that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they he must bear the economic risk of the his investment in such shares the Shares for an indefinite period of time as such shares cannot because the Shares must be sold held indefinitely unless subsequently registered under the Securities Act and applicable federal state and state other securities Laws laws or unless an exemption from such registration is available therefrom. (b) Seller available. The undersigned understands that, except as described in the Offering Memorandum, the Company has not agreed to and Selling Member agree (i) that the shares of Common Stock does not plan to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) file a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, to register the Securities Act, or (y) there is presented to resale of the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D Shares under the Securities Act. (diii) Seller and Selling Member (i) are The undersigned is aware of the businesscurrent provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, affairs and financial condition including, among other things, the existence of a public market for the Buyer and securities, the other Target Companies, and have acquired sufficient availability of certain current public information about the Buyer issuer of the securities, the resale occurring not less than two years (soon to be amended to one year) after a party has purchased from an issuer or its affiliate and paid the full purchase price for the securities to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the other Target Companies, number of securities being sold during any three- month period not exceeding specified limitations. The undersigned understands that any transfer agent of the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to will be issued stop- transfer instructions with respect to Seller pursuant to this Agreement, (ii) have discussed such Shares unless such transfer is subsequently registered under the Buyer’s plans, operations Securities Act and financial condition with the Buyer’s officers, (iii) have received all applicable state and other securities laws or unless an exemption from such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investmentregistration is available.

Investment Purposes. Such VTI Shareholder further represents, warrants, acknowledges and agrees that (a) Seller and Selling Member (i) understand that he is acquiring the shares of Edge's Common Stock to be issued to Seller pursuant to under this Agreement have for his own account, as principal and not been registered for sale under any federal or state securities Laws on behalf of other persons, and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without not with a view to the resale or distribution of all or any distribution thereof other than part of such shares in accordance with applicable securities laws, (b) he will not sell or otherwise transfer such shares unless, in the opinion of counsel who is reasonably satisfactory to Edge, the Selling Member as permitted by transfer can be made without violating the Securities registration provisions of the 1933 Act and subject to the Lock-Up Agreementrules and regulations thereunder, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming unless such exemption from registrationsale or transfer is under an effective registration statement, and (ivc) understand that they must the certificate representing such shares will also bear the economic risk of following legend (the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom"Restrictive Legend"): THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member Rule 144. (i) understand Each Seller is acquiring the Eagle Common Stock solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Each Seller understands that the shares of Eagle Common Stock to be issued to Seller pursuant to this Agreement have has not been registered for sale under any federal the Securities Act or state applicable state, province and other securities Laws and that such shares are being offered and sold to Seller pursuant to an laws by reason of a specific exemption from the registration provided under Section 4(2) provisions of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to applicable state, province and other securities laws, the Lock-Up Agreementavailability of which depends upon, (iii) acknowledge among other things, the bona fide nature of the investment intent and the accuracy of each Seller's representations as expressed herein. Each Seller understands that Eagle and the Buyer are relying, in part, upon the representations and warranties set forth contained in this Section 5.30 are given with 4.27(c) for the intention purpose of determining whether this transaction meets the requirements for such exemptions. (ii) Each Seller acknowledges and understands that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they it must bear the economic risk of the its investment in such shares the Eagle Common Stock for an indefinite period of time as such shares cannot because the Eagle Common Stock must be sold held indefinitely unless subsequently registered under the Securities Act and applicable federal state, province and state other securities Laws laws or unless an exemption from such registration is available therefromavailable. Each Seller understands that Eagle has not agreed to and does not plan to file a registration statement to register the resale of the Eagle Common Stock under the Securities Act. In addition, the Eagle Common Stock is subject to the restriction on transfer in Section 2.3. (biii) Each Seller and Selling Member agree (i) that is aware of the shares current provisions of Common Stock Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities lawsthe satisfaction of certain conditions, including, without limitationamong other things, the Securities Actexistence of a public market for the securities, the availability of certain current public information about the issuer of the securities, the resale occurring not less than one year after a party has purchased from an issuer or (y) there is presented its affiliate and paid the full purchase price for the securities to be sold, the Buyer an opinion sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of counsel satisfactory to the Buyer that such registration is securities being sold during any three-month period not required, (ii) exceeding specified limitations. Seller understands that any transfer agent for the of Eagle will be issued stop-transfer instructions with respect to such Eagle Common Stock may be instructed not to unless such transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D subsequently registered under the Securities ActAct and applicable state, province and other securities laws or unless an exemption from such registration is available. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. Such Media Resolutions Shareholder further ------------------- represents, warrants, acknowledges and agrees that (a) Seller and Selling Member (i) understand that he is acquiring the shares of Edge's Common Stock to be issued to Seller pursuant to under this Agreement have for his own account, as principal and not been registered for sale under any federal or state securities Laws on behalf of other persons, and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without not with a view to the resale or distribution of all or any distribution thereof other than part of such shares in accordance with applicable securities laws, (b) he will not sell or otherwise transfer such shares unless, in the opinion of counsel who is reasonably satisfactory to Edge, the Selling Member as permitted by transfer can be made without violating the Securities registration provisions of the 1933 Act and subject to the Lock-Up Agreementrules and regulations thereunder, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming unless such exemption from registrationsale or transfer is under an effective registration statement, and (ivc) understand that they must the certificate representing such shares will also bear the economic risk of following legend (the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom"Restrictive Legend"): THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member (i) understand that the shares of Common Stock Buyer Shares to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock Buyer Shares to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock Buyer Shares may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. The Selling Member acknowledges that he will be subject to the Buyer’s ixxxxxx xxxxxxx policy. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companiesother, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member (i) understand The Purchaser acknowledges that the shares Put Shares are being issued in reliance upon the exception from the registration requirements of Common Stock to the Securities Act provided by Section 4(2) thereof and as such the Put Shares will be issued to Seller "restricted securities" within the meaning of Rule 144. (b) The Purchaser will be acquiring the Put Shares pursuant to this Agreement have not been registered for sale under any federal or state securities Laws in the ordinary course of its business and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to with no present intention of distributing any of such Put Shares or any arrangement or understanding with any other persons regarding the distribution thereof other than to the Selling Member of such Put Shares except in each case as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given conforms with the intention that the Buyer rely on them for purposes all applicable requirements of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, applicable blue sky laws and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such sharesall rules and regulations promulgated thereunder. (c) Seller The Purchaser 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 securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and Selling Member the rules and regulations promulgated thereunder. (d) The Purchaser has, in connection with its decision to acquire the Put Shares, relied with respect to the Company and its affairs solely upon the SEC Documents and the other information delivered to such Purchaser by the Company as described in Sections 4.4 above and the representations and warranties of the Company contained herein. (e) The Purchaser is an “"accredited investor” " within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (df) Seller The Purchaser has full right, power, authority and Selling Member capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by the Purchaser, this Agreement shall constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) are aware as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreementcreditors' rights generally, (ii) have discussed the Buyer’s plansas limited by equitable principles generally, operations including any specific performance, and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable those provisions of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investmentSection 10.3 relating to indemnity or contribution.

Investment Purposes. (a) Seller and Selling Member (i) understand that the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that The Seller is acquiring such shares the Restricted Parent Stock for its own account for investment purposes only and without not with a view to the distribution thereof, and agrees that it shall not make any distribution thereof sale, transfer or other than to the Selling Member as permitted by disposition of such Restricted Parent Stock in violation of the Securities Act of 1933, as amended, or the rules and subject regulations thereunder, except for the immediate distribution to the Lock-Up AgreementPVM in accordance with the provisions of Section 3.1(b) above. The Seller is an "accredited investor" as such term is defined in Regulation D under the Securities Act of 1933, (iii) acknowledge as amended. The Seller believes that it has received all the information it considers necessary or appropriate for deciding whether to purchase the Restricted Parent Stock. The Seller further represents that it has had an opportunity to ask questions and receive answers from the Buyer and the Parent regarding the terms and conditions of the offering of the Restricted Parent Stock and the business, properties, prospects and financial condition of the Parent. The foregoing, however does not limit or modify the representations and warranties set forth in this Section 5.30 are given with the intention that of the Buyer and Parent in Article IV of this Agreement or the rights of the Seller to rely on them thereon. The Seller acknowledges that it is able to fend for purposes of claiming such exemption from registrationitself, and (iv) understand that they must can bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisionsits investment, and (iii) that there will be endorsed upon any certificate evidencing has such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and or business matters and in the business of conducting mixed martial arts promotions so as to be that it is capable of evaluating the merits and risks of their the investment in Common the Restricted Parent Stock. (b) PVM is acquiring the Restricted Parent Stock for its own account for investment and not with a view to the distribution thereof, and (vagrees that it shall not make any sale, transfer or other disposition of such Restricted Parent Stock in violation of the Securities Act of 1933, as amended, or the rules and regulations thereunder, except for the immediate distribution to the Founders as its beneficiaries in accordance with the provisions of Section 3.1(b) are above. PVM is an "accredited investor" as such term is defined in Regulation D under the Securities Act of 1933, as amended. PVM believes that it has received all the information it considers necessary or appropriate for deciding whether to purchase the Restricted Parent Stock. PVM further represents that it has had an opportunity to ask questions and receive answers from the Buyer and the Parent regarding the terms and conditions of the offering of the Restricted Parent Stock and the business, properties, prospects and financial condition of the Parent. The foregoing, however does not limit or modify the representations and warranties of the Buyer and Parent in Article IV of this Agreement or the rights of PVM to rely thereon. PVM acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of bearing evaluating the merits and risks of the investment in the Restricted Parent Stock. (c) Each of the Founders is acquiring the Restricted Parent Stock for its own account for investment and not with a view to the distribution thereof, and agrees that it shall not make any sale, transfer or other disposition of such Restricted Parent Stock in violation of the Securities Act of 1933, as amended, or the rules and regulations thereunder. Each of the Founders is an "accredited investor" as such term is defined in Regulation D under the Securities Act of 1933, as amended. Each Founder believes that he or she has received all the information he or she considers necessary or appropriate for deciding whether to purchase the Restricted Parent Stock. Each Founder further represents that he or she has had an opportunity to ask questions and receive answers from the Buyer and the Parent regarding the terms and conditions of the offering of the Restricted Parent Stock and the business, properties, prospects and financial condition of the Parent. The foregoing, however does not limit or modify the representations and warranties of the Buyer and the Parent in Article VI of this Agreement or the rights of the Founders to rely thereon. Each Founder is an investor in securities of companies and acknowledges that it is able to fend for himself or herself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of such investmentthe investment in the Restricted Parent Stock.

Investment Purposes. (a) Seller and Selling Member (i) understand that the shares The Purchaser, by reason of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs ------------------- business and financial condition of the Buyer and the other Target Companiesexperience, and have acquired sufficient information about the Buyer and the other Target Companieshas such knowledge, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge sophistication and experience in business and financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their its investment in Common Stockthe Shares, and (v) are capable of bearing is purchasing the economic risks Shares hereunder for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof. The Purchaser acknowledges that the Shares to be purchased hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other -------------- jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws, or exemption from such registration is available. Furthermore, the Purchaser acknowledges that the Company shall place upon each certificate representing the Shares, a legend substantially in the following form: "The securities represented by this certificate have been issued without registration or qualification under the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws (the "State Acts"). Such securities may not be sold, assigned, transferred or otherwise disposed of, beneficially or on the records of the company, unless the securities represented by this certificate have been registered or qualified under the Securities Act and the applicable State Acts or there has been delivered to the company an opinion of counsel, reasonably satisfactory to the company, to the effect that such registration and qualification are not required." (b) The Purchaser is an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act. (c) The Purchaser or its representative has had the opportunity to ask questions and to receive answers concerning the financial condition, operations and prospects of the Company and the terms and conditions of the Purchaser's investment, as well as the opportunity to obtain any additional information necessary to verify the accuracy of information furnished in connection therewith that the Company possesses or can acquire without unreasonable effort or expense.

Investment Purposes. Such Genisys Shareholder further represents, warrants, acknowledges and agrees that (a) Seller and Selling Member (i) understand that he is acquiring the shares of Xxxxxxxx-Xxxxxxxx'x Common Stock to be issued to Seller pursuant to under this Agreement have for his own account, as principal and not been registered for sale under any federal or state securities Laws on behalf of other persons, and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without not with a view to the resale or distribution of all or any distribution thereof other than part of such shares except as contemplated by Section 9.10 or otherwise in accordance with applicable securities laws, (b) he will not sell or otherwise transfer such shares unless, in the opinion of counsel who is reasonably satisfactory to Xxxxxxxx-Xxxxxxxx, the Selling Member as permitted by transfer can be made without violating the Securities registration provisions of the 1933 Act and subject to the Lock-Up Agreementrules and regulations thereunder, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming unless such exemption from registrationsale or transfer is under an effective registration statement, and (ivc) understand that they must the certificate representing such shares will also bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefromfollowing legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member (i) understand Such Purchaser acknowledges that the shares Notes and the First Amendment Warrants are being issued in reliance upon the exception from the registration requirements of Common Stock to the Securities Act provided by Section 4(2) thereof and as such the Notes and the First Amendment Warrants, the First Amendment Warrant Shares and the Conversion Shares will be issued to Seller “restricted securities” within the meaning of Rule 144. (b) Such Purchaser is acquiring the Notes and the First Amendment Warrants pursuant to this Agreement have not been registered for sale under any federal or state securities Laws Amendment in the ordinary course of its business and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to with no present intention of distributing any of such Notes and First Amendment Warrants or any arrangement or understanding with any other persons regarding the distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment Notes or First Amendment Warrants except in such shares for an indefinite period each case as conforms with all applicable requirements of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, applicable blue sky laws and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such sharesall rules and regulations promulgated thereunder. (c) Seller Such Purchaser 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 securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and Selling Member the rules and regulations promulgated thereunder. (d) Such Purchaser has, in connection with its decision to acquire the Notes and the First Amendment Warrants, relied with respect to the Company and its affairs solely upon the SEC Documents and the representations and warranties of the Company contained herein. (e) Such Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (df) Seller Such Purchaser has full right, power, authority and Selling Member capacity to enter into this Amendment and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Amendment. Upon the execution and delivery of this Amendment by such Purchaser, this Amendment shall constitute a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except (i) are aware as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreementcreditors’ rights generally, (ii) have discussed the Buyer’s plansas limited by equitable principles generally, operations including any specific performance, and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate rights to enable them to evaluate the financial risk inherent in making an investment in the shares indemnity or contributions hereunder may be limited by federal or state securities laws or principles of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investmentpublic policy.

Investment Purposes. (a) Seller and Selling each Member (i) understand that the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member Members as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling each Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares.. 20 (c) Seller and Selling each Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling each Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member (i) understand Such Purchaser acknowledges that the shares Notes and the First Amendment Warrants are being issued in reliance upon the exception from the registration requirements of Common Stock to the Securities Act provided by Section 4(2) thereof and as such the Notes and the First Amendment Warrants, the First Amendment Warrant Shares and the Conversion Shares will be issued to Seller "restricted securities" within the meaning of Rule 144. (b) Such Purchaser is acquiring the Notes and the First Amendment Warrants pursuant to this Agreement have not been registered for sale under any federal or state securities Laws Amendment in the ordinary course of its business and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to with no present intention of distributing any of such Notes and First Amendment Warrants or any arrangement or understanding with any other persons regarding the distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment Notes or First Amendment Warrants except in such shares for an indefinite period each case as conforms with all applicable requirements of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, applicable blue sky laws and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such sharesall rules and regulations promulgated thereunder. (c) Seller Such Purchaser 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 securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and Selling Member the rules and regulations promulgated thereunder. (d) Such Purchaser has, in connection with its decision to acquire the Notes and the First Amendment Warrants, relied with respect to the Company and its affairs solely upon the SEC Documents and the representations and warranties of the Company contained herein. (e) Such Purchaser is an “"accredited investor” " within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (df) Seller Such Purchaser has full right, power, authority and Selling Member capacity to enter into this Amendment and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Amendment. Upon the execution and delivery of this Amendment by such Purchaser, this Amendment shall constitute a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except (i) are aware as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreementcreditors' rights generally, (ii) have discussed the Buyer’s plansas limited by equitable principles generally, operations including any specific performance, and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate rights to enable them to evaluate the financial risk inherent in making an investment in the shares indemnity or contributions hereunder may be limited by federal or state securities laws or principles of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investmentpublic policy.

Investment Purposes. The Investor acknowledges its understanding that the offering and issuance of Common Stock to be acquired by it pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the Company’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of the Investor contained in this Agreement. In furtherance thereof, the Investor represents and warrants to the Company as follows: (a) Seller The Investor is acquiring Common Stock hereunder solely for its own account and Selling Member not with a view to, or for offer or sale in connection with, any distribution thereof. The Investor agrees and acknowledges that it will not, directly or indirectly, Transfer any of the Common Stock acquired hereunder, unless (i) understand the Transfer is pursuant to an effective registration statement under the Securities Act and qualification or other compliance under applicable blue sky or state securities laws, or (ii) counsel for the Investor (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act; (b) The Investor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the Federal securities laws and as described in the Agreement. The Investor is able to bear the economic risk of holding the Common Stock for an indefinite period and is able to afford the complete loss of its investment in the Common Stock; the Investor has received and reviewed all information and documents about or pertaining to the Company, the business and prospects of the Company and the issuance of the Common Stock, as the Investor has requested, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the Common Stock, the Company, the Manager and the business and prospects of each of the Company and the Manager. The Investor has reviewed with its legal counsel and tax advisors the Charter and the By-laws. (c) The Investor acknowledges that it has been advised that (i) the shares of Common Stock issued pursuant to this Agreement are “restricted securities” (unless registered in accordance with applicable U.S. securities laws) under applicable federal securities laws and may be disposed of only pursuant to an effective registration statement or an exemption therefrom and the Investor understands that the Company has no obligation to register the Investor’s Common Stock, except to the extent set forth in the Registration Rights Agreement; accordingly, the Investor may have to bear indefinitely the economic risks of an investment in such Common Stock, (ii) a restrictive legend in the form hereafter set forth shall be placed on the share certificates, and (iii) a notation shall be made in the appropriate records of the Company indicating that the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares hereunder are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely restrictions on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefromtransfer. (bd) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member The Investor is an “accredited investor” within the meaning of (as such term is defined in Rule 501 (a) of Regulation D under the Securities Act). The Investor has previously provided the Company with a duly executed Accredited Investor Questionnaire. No event or circumstance has occurred since delivery of the Investor’s Accredited Investor Questionnaire to make the statements contained therein false or misleading in any material respect. (de) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be Each share certificate issued pursuant to this Agreement, unless registered in accordance with applicable U.S. securities laws, shall bear the following legend: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (ivTHE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. In addition to the foregoing legend, each share certificate shall bear a legend which generally provides the following: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY’S CHARTER, (I) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common StockNO PERSON, and OTHER THAN AN EXCEPTED HOLDER, SHALL BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES IN EXCESS OF THE AGGREGATE SHARE OWNERSHIP LIMIT. NO EXCEPTED HOLDER SHALL BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES IN EXCESS OF THE EXCEPTED HOLDER LIMIT FOR SUCH EXCEPTED HOLDER, (vII) are capable of bearing the economic risks of such investmentNO PERSON SHALL BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES TO THE EXTENT THAT SUCH BENEFICIAL OR CONSTRUCTIVE OWNERSHIP OF SHARES WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” WITHIN THE MEANING OF SECTION 856(H) OF THE CODE (WITHOUT REGARD TO WHETHER THE OWNERSHIP INTEREST IS HELD DURING THE LAST HALF OF A TAXABLE YEAR), OR OTHERWISE FAILING TO QUALIFY AS A REIT (INCLUDING, BUT NOT LIMITED TO, BENEFICIAL OWNERSHIP OR CONSTRUCTIVE OWNERSHIP THAT WOULD RESULT IN THE CORPORATION ACTUALLY OWNING OR CONSTRUCTIVELY OWNING AN INTEREST IN A TENANT THAT IS DESCRIBED IN SECTION 856(D)(2)(B) OF THE CODE IF THE INCOME DERIVED BY THE CORPORATION FROM SUCH TENANT WOULD CAUSE THE CORPORATION TO FAIL TO SATISFY ANY OF THE GROSS INCOME REQUIREMENTS OF SECTION 856(C) OF THE CODE), AND (III) ANY TRANSFER OF SHARES THAT, IF EFFECTIVE, WOULD RESULT IN SHARES BEING BENEFICIALLY OWNED BY LESS THAN 100 PERSONS (DETERMINED UNDER THE PRINCIPLES OF SECTION 856(A)(5) OF THE CODE) SHALL BE VOID AB INITIO, AND THE INTENDED TRANSFEREE SHALL ACQUIRE NO RIGHTS IN SUCH SHARES. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP SET FORTH IN (I) THROUGH (III) ABOVE ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY TAKE OTHER ACTIONS, INCLUDING REDEEMING SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE AND ABSOLUTE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE COMPANY ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.

Investment Purposes. (a) Seller Each Shareholder is acquiring the AOXY Shares for investment, for its own account, and Selling Member (i) understand not with a view to, or for resale in connection with, any distribution of any part thereof. Each Shareholder acknowledges that the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to Buyer is issuing the AOXY Shares hereunder in reliance upon an exemption from the registration provided under Section 4(2) provisions of the Securities Act of 1933, as amended (the “Act”) which depends upon, (ii) agree that Seller among other things, the bona fide nature of the investment intent and accuracy of such Purchaser’s representations as expressed herein. Each Shareholder is acquiring such shares able to fend for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreementitself, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must can bear the economic risk of this investment and has such knowledge and experience in financial or business matters that it can evaluate the investment in such shares for an indefinite period merits and risks of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member investment. Each Shareholder is an ““ accredited investor” within the meaning of Rule 501 501(a) of Regulation D promulgated under the Securities Act. (d) Seller and Selling Member (i) are aware 7.2.17.1. Except as set forth in this Agreement, no representations or warranties, oral or otherwise, have been made to Shareholders, including without limitation, any representations concerning the future prospects of the businessAOXY, affairs and financial condition any employees or affiliates of the Buyer or by any other person whether or not associated with this transaction and in entering into this transaction Shareholder is not relying upon any information. 7.2.17.2. Without in any way limiting the other Target Companiesrepresentations set forth above, Shareholder(s) further agrees not to make any disposition of all or any portion of the AOXY Shares that constitutes “restricted securities” delivered pursuant hereto unless (1) there is then in effect a Registration Statement under the Act covering the proposed disposition and have acquired sufficient information about disposition is made according to the Buyer and Registration Statement; or (2) the other Target Companies, transferee has agreed in writing for the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares benefit of Common Stock AOXY to be issued bound by the restrictions set forth in this section, to Seller pursuant the extent applicable; and each Shareholder has furnished AOXY with an opinion of counsel, reasonably satisfactory to this AgreementAOXY, that such disposition will not require registration of the AOXY Shares under the Act. Each Shareholder is not a US Person (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent that term is defined in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investmentExhibit E attached hereto).

Investment Purposes. (a) Seller and Selling Member (i) understand that Unless a registration statement under the shares Securities Act of Common 1933 is in effect with respect to Stock to be issued purchased upon exercise of Options to Seller pursuant be granted under the Plan, the Company shall require that an Optionee agree with and represent to this Agreement have not been registered for sale under any federal the Company in writing that he or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller she is acquiring such shares of Stock for its own account for the purpose of investment purposes only and without a view with no present intention to any distribution thereof transfer, sell or otherwise dispose of such shares of Stock other than by transfers which may occur by will or by the laws of descent and distribution, and no shares of Stock may be transferred unless, in the opinion of counsel to the Selling Member as permitted by Company, such transfer would be in compliance with applicable securities laws. In addition, unless a registration statement under the Securities Act and subject of 1933 is in effect with respect to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be purchased under the Plan, each certificate representing any shares of Stock issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless an Optionee hereunder shall have endorsed thereon a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (xTHE "ACT") a registration statement covering such shares has become effective under applicable state and federal securities lawsAND WITHOUT REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, includingIN RELIANCE UPON EXEMPTION(S) CONTAINED THEREIN. NO TRANSFER OF THESE SHARES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT PURSUANT TO EFFECTIVE REGISTRATION STATEMENTS UNDER SAID LAWS UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER OR DISPOSITION DOES NOT REQUIRE REGISTRATION UNDER SAID LAWS AND, without limitationFOR ANY SALES UNDER RULE 144 OF THE ACT, the Securities ActSUCH EVIDENCE AS IT SHALL REQUEST FOR COMPLIANCE WITH THAT RULE, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such sharesOR APPLICABLE STATE SECURITIES LAWS. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment."

Investment Purposes. (a) Seller and Selling Member (i) understand that the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares The Unregistered Units are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent acquired solely for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition account of the Buyer and the other Target Companiesnot with a view to, and have acquired sufficient information about the or for resale in connection with, a distribution of all or any party thereof. Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all has such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their an investment in Common Stockthe Unregistered Units. Buyer has not made any commitment to sell, transfer or assign, and has no presently arranged plan or intention to sell, transfer or assign, any of the Unregistered Units. Buyer acknowledges that the Unregistered Units have not been registered under the Securities Act of 1933, as amended (vthe "Act"), and agrees to the placement of the following legend on the certificates representing the Unregistered Units: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) are capable of bearing the economic risks of such investmentIN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT WITH RESPECT TO SUCH PLEDGE, TRANSFER OR OTHER DISPOSITION.

Investment Purposes. Such Shareholder further represents, warrants, acknowledges and agrees that (a) Seller and Selling Member (i) understand that he is acquiring the shares of IVG Common Stock to be issued to Seller pursuant to under this Agreement have for his own account, as principal, and not been registered for sale under any federal or state securities Laws on behalf of other persons, and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without not with a view to the resale or distribution of all or any distribution thereof other than part of such shares, except in accordance with applicable securities laws, (b) he will not sell or otherwise transfer such shares unless, in the opinion of counsel who is reasonably satisfactory to IVG, the Selling Member as permitted by transfer can be made without violating the Securities registration provisions of the 1933 Act and subject to the Lock-Up Agreementrules and regulations thereunder, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming unless such exemption from registrationsale or transfer is under an effective registration statement, and (ivc) understand that they must the certificate representing such shares will also bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws following or unless an exemption from registration is available therefroma substantially similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. Such Company Shareholder further represents, warrants, acknowledges and agrees that (a) Seller he is acquiring the Parent Securities and Selling Member (i) understand that shares issuable upon exercise of the shares of Common Stock to be issued to Seller pursuant to Option under this Agreement have for his own account, as principal, and not been registered for sale under any federal or state securities Laws on behalf of other persons, and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without not with a view to the resale or distribution of all or any distribution thereof part of such securities, except in accordance with applicable securities laws, (b) he will not sell or otherwise transfer such Parent Securities or shares issuable upon exercise of the Option unless the Parent has received an opinion of counsel who is reasonably satisfactory to it, or other than to reasonably satisfactory assurances, that the Selling Member as permitted by transfer can be made without violating the registration provisions of the Securities Act and subject to the Lock-Up Agreementrules and regulations thereunder, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming unless such exemption from registrationsale or transfer is under an effective registration statement, and (ivc) understand that they must any stock certificate representing Parent Securities and shares issuable upon exercise of the Option will bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws following or unless an exemption from registration is available therefroma substantially similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller The Purchaser is acquiring the Shares for the sole purpose of owning and Selling Member (i) understand that operating the shares of Common Stock to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such Company. Said shares are being offered for Purchaser’s own account, and sold to Seller pursuant to an exemption from registration provided under Section 4(2) not as nominee or agent for any other Person, and not with a view to, or for resale in connection with, any distribution or transfer thereof within the meaning of the Securities Act, (ii) agree that Seller and the Purchaser is acquiring not participating directly or indirectly in the underwriting of any such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk or transfer of the investment Shares, nor will the Purchaser act in such shares for any way that would deem the Purchaser an indefinite period underwriter, within the meaning of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to of the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not requiredCompany’s Common Stock, (iib) that any transfer agent for the Common Stock may Purchaser has such knowledge and experience in financial and business matters as to be instructed not to transfer any such shares unless it receives satisfactory evidence capable of compliance with evaluating the foregoing provisionsmerits and risks of its investment, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. , (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer Sellers and the other Target CompaniesCompany have made available to the Purchaser the opportunity to ask questions and to receive answers, and have acquired sufficient to obtain information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their this investment in Common Stockand to verify the accuracy of any information, documents, financial statements, records and books made available by the Sellers and the Company and its representatives, (e) the Purchaser understands, acknowledges and agrees that the Shares will not be registered under (and that the Company has no present intention to register such shares) the Securities Act or applicable state securities laws, and may not be sold or otherwise transferred by the Purchaser to a United States person unless the Shares have been registered under the Securities Act and applicable state securities laws or are sold or transferred in a transaction exempt therefrom, (vf) no broker has acted on behalf of the Purchaser in connection with this Agreement, and there are capable of bearing no brokerage commissions, finders’ fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with the Purchaser or any action taken by the Purchaser, (g) the Purchaser can bear the economic risks of an investment in the Company for an indefinite period of time and has adequate means of providing for the Purchaser’s current needs and possible personal contingencies and has no present or contemplated need for liquidity of the Purchaser’s investment in the Shares to satisfy any existing or contemplated undertaking, need or indebtedness, (h) the Purchaser has been represented by such investmentadvisors, each of whom has been personally selected by the Purchaser, as the Purchaser has found necessary to consult concerning the transaction contemplated hereby, (i) with respect to any tax aspects of the purchase of the Shares by the Purchaser, the Purchaser is relying solely upon the advice of the Purchaser’s own personal tax advisors, and/or upon the Purchaser’s own knowledge with respect thereto, (j) the Purchaser understands that the Shares are “restricted securities” under the Securities Act and may not be sold without being registered under the Securities Act, or sold pursuant to an exemption thereunder, (k) none of the Purchaser, any member of the Purchaser, nor any Affiliate of any such Person has engaged in any form of general solicitation or general advertising (as such terms are defined in Rule 502(c) under the Securities Act) or in any “directed selling efforts” (as such term is defined in Regulation S under the Securities Act), and (l) none of the Purchaser, any member of the Purchaser, nor any Affiliate of any such Person has offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as such term is defined in the Securities Act) of the Company in a manner which would require registration under the Securities Act.

Investment Purposes. (a) Seller and Selling Member (i) understand The Investor acknowledges its understanding that the shares offering and issuance of Class A Common Stock to be issued to Seller acquired by it pursuant to this Agreement have are intended to be exempt from registration under the Securities Act and that the Company’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of the Investor contained in this Agreement. In furtherance thereof, the Investor represents and warrants to the Company as follows: (a) The Investor is acquiring Common Stock hereunder solely for its own account and not been registered with a view to, or for offer or sale in connection with, any distribution thereof. The Investor agrees and acknowledges that it will not, directly or indirectly, Transfer any of the Class A Common Stock acquired hereunder, unless (i) the Transfer is pursuant to an effective registration statement under any federal the Securities Act and qualification or other compliance under applicable blue sky or state securities Laws laws, or (ii) counsel for the Investor (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, to the effect that no such shares are being offered and sold to Seller pursuant to registration is required because of the availability of an exemption from registration provided under Section 4(2) of the Securities Act; (b) The Investor is knowledgeable, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only sophisticated and without a view to any distribution thereof other than to experienced in business and financial matters and fully understands the Selling Member as permitted limitations on transfer imposed by the Securities Act Federal securities laws and subject as described in the Agreement. The Investor is able to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of holding the investment in such shares Class A Common Stock for an indefinite period and is able to afford the complete loss of time its investment in the Class A Common Stock; the Investor has received and reviewed all information and documents about or pertaining to the Company, the business and prospects of the Company and the issuance of the Class A Common Stock, as the Investor has requested, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such shares cannot be sold unless subsequently registered under applicable federal information and state securities Laws or unless an exemption from registration is available therefromdocuments, the Class A Common Stock, the Company, the Manager and the business and prospects of each of the Company and the Manager. The Investor has reviewed with its legal counsel and tax advisors the Charter and the By-laws. (bc) Seller and Selling Member agree The Investor acknowledges that it has been advised that (i) that the shares of Class A Common Stock to be issued to Seller pursuant to this Agreement will not are “restricted securities” (unless registered in accordance with applicable U.S. securities laws) under applicable federal securities laws and may be sold or otherwise transferred for value unless (x) a disposed of only pursuant to an effective registration statement covering such shares or an exemption therefrom and the Investor understands that the Company has become effective under applicable state no obligation to register the Investor’s Class A Common Stock, except to the extent set forth in the Registration Rights Agreement and federal securities laws, including, without limitationthe IPO Registration Statement; accordingly, the Securities Act, or (y) there is presented Investor may have to bear indefinitely the Buyer economic risks of an opinion of counsel satisfactory to the Buyer that investment in such registration is not requiredClass A Common Stock, (ii) that any transfer agent for a restrictive legend in the Common Stock may form hereafter set forth shall be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with placed on the foregoing provisionsshare certificates, and (iii) a notation shall be made in the appropriate records of the Company indicating that there will be endorsed upon any certificate evidencing such the shares an appropriate legend calling attention of Class A Common Stock issued hereunder are subject to the foregoing restrictions on transferability of such sharestransfer. (cd) Seller and Selling Member The Investor is an “accredited investor” within the meaning of (as such term is defined in Rule 501 (a) of Regulation D under the Securities Act). The Investor has previously provided the Company with a duly executed Accredited Investor Questionnaire. No event or circumstance has occurred since delivery of the Investor’s Accredited Investor Questionnaire to make the statements contained therein false or misleading in any material respect. (de) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be Each share certificate issued pursuant to this Agreement, unless registered in accordance with applicable U.S. securities laws, shall bear the following legend: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (ivTHE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. In addition to the foregoing legend, each share certificate shall bear a legend which generally provides the following: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY’S CHARTER, (I) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common StockNO PERSON, and OTHER THAN AN EXCEPTED HOLDER, SHALL BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES IN EXCESS OF THE AGGREGATE SHARE OWNERSHIP LIMIT. NO EXCEPTED HOLDER SHALL BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES IN EXCESS OF THE EXCEPTED HOLDER LIMIT FOR SUCH EXCEPTED HOLDER, (vII) are capable of bearing the economic risks of such investmentNO PERSON SHALL BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES TO THE EXTENT THAT SUCH BENEFICIAL OR CONSTRUCTIVE OWNERSHIP OF SHARES WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” WITHIN THE MEANING OF SECTION 856(H) OF THE CODE (WITHOUT REGARD TO WHETHER THE OWNERSHIP INTEREST IS HELD DURING THE LAST HALF OF A TAXABLE YEAR), OR OTHERWISE FAILING TO QUALIFY AS A REIT (INCLUDING, BUT NOT LIMITED TO, BENEFICIAL OWNERSHIP OR CONSTRUCTIVE OWNERSHIP THAT WOULD RESULT IN THE CORPORATION ACTUALLY OWNING OR CONSTRUCTIVELY OWNING AN INTEREST IN A TENANT THAT IS DESCRIBED IN SECTION 856(D)(2)(B) OF THE CODE IF THE INCOME DERIVED BY THE CORPORATION FROM SUCH TENANT WOULD CAUSE THE CORPORATION TO FAIL TO SATISFY ANY OF THE GROSS INCOME REQUIREMENTS OF SECTION 856(C) OF THE CODE), AND (III) ANY TRANSFER OF SHARES THAT, IF EFFECTIVE, WOULD RESULT IN SHARES BEING BENEFICIALLY OWNED BY LESS THAN 100 PERSONS (DETERMINED UNDER THE PRINCIPLES OF SECTION 856(A)(5) OF THE CODE) SHALL BE VOID AB INITIO, AND THE INTENDED TRANSFEREE SHALL ACQUIRE NO RIGHTS IN SUCH SHARES. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP SET FORTH IN (I) THROUGH (III) ABOVE ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY TAKE OTHER ACTIONS, INCLUDING REDEEMING SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE AND ABSOLUTE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE COMPANY ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.

Investment Purposes. (a) Seller The Investor is acquiring the Debentures, the Preferred Stock (if applicable), the Senior Notes and Selling Member the Warrants solely for its account for investment and not with a view to, or for resale in connection with, the distribution thereof, except for any distribution thereof effected in compliance with the Securities Act. (b) The Investor understands: (i) understand that the shares purchase of Common the Debentures, the Preferred Stock to be issued to Seller pursuant to (if applicable), the Senior Notes and the Warrants is a speculative investment which involves a high degree of risk of loss of the Investor's investment therein; (ii) that there are restrictions on the transferability of the Debentures, the Preferred Stock (if applicable), the Senior Notes and the Warrants (and the Conversion Shares) under the terms of this Agreement and the other agreements contemplated by this Agreement; and (iii) that there are restrictions on transfer of all such securities under the applicable provisions of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder and applicable state securities or "blue sky" laws, and that, at the Closing, and for an indeterminate period following the Closing, there will be no public market for the Debentures, the Preferred Stock (if applicable), the Senior Notes, the Warrants or the Conversion Shares and, accordingly, that it may not be possible to readily liquidate an investment in the Company, if at all. (c) The Investor has been advised and understands that, (i) the offer and sale of the Debentures, the Preferred Stock (if applicable), the Senior Notes, the Warrants and the Conversion Shares have not been registered for under the Securities Act; (ii) the Debentures, the Preferred Stock (if applicable), the Senior Notes, the Warrants and the Conversion Shares must be held indefinitely and each Investor must continue to bear the economic risk of the investment in the Debentures, the Preferred Stock (if applicable), the Senior Notes, the Warrants and the Conversion Shares unless the offer or sale of the Debentures, the Preferred Stock (if applicable), the Senior Notes, the Warrants or the Conversion Shares is subsequently registered under any federal the Securities Act or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from such registration provided under Section 4(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, available; (iii) acknowledge that there is not currently any public market for the representations and warranties set forth in this Section 5.30 are given with Debentures, the intention that Preferred Stock (if applicable), the Buyer rely on them for purposes of claiming such exemption from registrationSenior Notes, and the Warrants or the Conversion Shares; (iv) understand when and if the Debentures, the Preferred Stock (if applicable), the Senior Notes, the Warrants or Conversion Shares may be disposed of without registration in reliance on Rule 144, such disposition can be made only in accordance with the terms and conditions of such Rule, (v) restrictive legends shall be placed on the certificates representing the Debentures, the Preferred Stock (if applicable), the Senior Notes, the Warrants and the Conversion Shares and (vi) a notation shall be made in the appropriate records of the Company indicating that they the Debentures, the Preferred Stock (if applicable), the Senior Notes, the Warrants and the Conversion Shares are subject to restrictions on transfer and appropriate stop transfer instructions will be issued to the transfer agent of the Company with respect to the Debentures, the Preferred Stock (if applicable), the Senior Notes, the Warrants and the Conversion Shares. (d) The Investor is aware that, except as expressly provided in the Registration Rights Agreements contemplated by this Agreement, there exists no right to require registration of the Conversion Shares and the Investors must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefromthe Conversion Shares. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) Seller and Selling Member (i) are aware of the business, affairs and financial condition of the Buyer and the other Target Companies, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (ii) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iii) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (v) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member the Shareholders (i) understand that the shares of Common Stock Purchase Price Shares to be issued to Seller pursuant to this Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(24(a)(2) of the Securities Act, (ii) agree that Seller is acquiring such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member Shareholders as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention understanding that the Buyer will rely on them such representations and warranties for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk of the investment in such shares for an indefinite period of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (bi) Seller and Selling Member the Shareholders agree (i) that the shares of Common Stock Purchase Price Shares to be issued to or at the direction of Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not required, (ii) that any transfer agent for the Common Stock Purchase Price Shares may be instructed not to transfer any such shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. The Primary Shareholder acknowledges that he will be subject to the Buyer’s ixxxxxx xxxxxxx policy. (cb) Seller and Selling Member is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Shareholders (d) Seller and Selling Member (iA) are aware of the business, affairs and financial condition of the Buyer and the other Target CompaniesBuyer, and have acquired sufficient information about the Buyer and the other Target Companies, the IPO and the Target Company Transactions to reach an informed and knowledgeable decision to acquire the shares of Common Stock to be issued to Seller pursuant to this Agreement, (iiB) have discussed the Buyer’s plans, operations and financial condition with the Buyer’s officers, (iiiC) have received all such information as they have deemed necessary and appropriate to enable them to evaluate the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (ivD) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common Stock, and (vE) are capable of bearing the economic risks of such investment.

Investment Purposes. (a) Seller and Selling Member (i) understand that The Purchaser is acquiring the shares of Common Stock it has agreed to be issued to Seller pursuant to this Agreement have purchase for investment purposes only, for its own account, and not been registered as nominee or agent for sale under any federal other Person, and not with a view to, or state securities Laws and that such shares are being offered and sold to Seller pursuant to an exemption from registration provided under Section 4(2) for resale in connection with, any distribution or transfer thereof within the meaning of the Securities Act, (ii) agree that Seller and the Purchaser is acquiring not participating directly or indirectly in the underwriting of any such shares for its own account for investment purposes only and without a view to any distribution thereof other than to the Selling Member as permitted by the Securities Act and subject to the Lock-Up Agreement, (iii) acknowledge that the representations and warranties set forth in this Section 5.30 are given with the intention that the Buyer rely on them for purposes of claiming such exemption from registration, and (iv) understand that they must bear the economic risk or transfer of the investment Common Stock, nor will the Purchaser act in such shares for any way that would deem the Purchaser an indefinite period underwriter, within the meaning of time as such shares cannot be sold unless subsequently registered under applicable federal and state securities Laws or unless an exemption from registration is available therefrom. (b) Seller and Selling Member agree (i) that the shares of Common Stock to be issued to Seller pursuant to this Agreement will not be sold or otherwise transferred for value unless (x) a registration statement covering such shares has become effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is presented to of the Buyer an opinion of counsel satisfactory to the Buyer that such registration is not requiredCommon Stock, (iib) that any transfer agent for the Common Stock may Purchaser has such knowledge and experience in financial and business matters as to be instructed not to transfer any such shares unless it receives satisfactory evidence capable of compliance with evaluating the foregoing provisionsmerits and risks of its investment, and (iii) that there will be endorsed upon any certificate evidencing such shares an appropriate legend calling attention to the foregoing restrictions on transferability of such shares. (c) Seller and Selling Member the Purchaser is an “"accredited investor” " within the meaning of Rule 501 of Regulation D under the Securities Act. , (d) Seller the Company has made available to the Purchaser the opportunity to ask questions and Selling Member to receive answers, and to obtain information necessary to evaluate the merits and risks of this investment and to verify the accuracy of any information, documents, financial statements, records and books made available by the Company and its representatives, (e) the Purchaser understands, acknowledges and agrees that, except as otherwise provided in the Registration Rights Agreement, the Common Stock has not been and will not be registered under (and that the Company has no present intention to register the Common Stock) the Securities Act or applicable state securities laws, and may not be sold or otherwise transferred by the Purchaser to a United States person unless the Common Stock has been registered under the Securities Act and applicable state securities laws or are sold or transferred in a transaction exempt therefrom, (f) except for Crusader Securities, LLC and its Affiliates, no broker has acted on behalf of the Purchaser in connection with this Agreement, and there are no brokerage commissions, finders' fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with the Purchaser or any action taken by the Purchaser, (g) the Purchaser can bear the economic risks of an investment in the Company for an indefinite period of time and has adequate means of providing for the Purchaser's current needs and possible personal contingencies and has no present or contemplated need for liquidity of the Purchaser's investment in the Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness, (h) the Purchaser has been represented by such advisors, each of whom has been personally selected by the Purchaser, as the Purchaser has found necessary to consult concerning the transaction contemplated hereby, (i) are aware with respect to any tax aspects of the business, affairs and financial condition issuance of the Buyer and Common Stock to the other Target Companies, and have acquired sufficient information about the Buyer and the other Target CompaniesPurchaser, the IPO and Purchaser is relying solely upon the Target Company Transactions to reach an informed and knowledgeable decision to acquire advice of the Purchaser's own personal tax advisors, and/or upon the Purchaser's own knowledge with respect thereto, (j) the Purchaser understands that the shares of Common Stock to are "restricted securities" under the Securities Act and may not be issued to Seller sold without being registered under the Securities Act, or sold pursuant to this Agreementan exemption thereunder, (iik) have discussed none of the Buyer’s plansPurchaser, operations and financial condition with any member of the Buyer’s officersPurchaser, nor any Affiliate of any such Person has engaged in any form of general solicitation or general advertising (iiias such terms are defined in Rule 502(c) have received all under the Securities Act) or in any "directed selling efforts" (as such information as they have deemed necessary and appropriate to enable them to evaluate term is defined in Regulation S under the financial risk inherent in making an investment in the shares of Common Stock to be issued pursuant to this Agreement, (iv) have sufficient knowledge and experience in financial and business matters and in the business of conducting mixed martial arts promotions so as to be capable of evaluating the merits and risks of their investment in Common StockSecurities Act), and (vl) are capable none of bearing the economic risks Purchaser, any member of the Purchaser, nor any Affiliate of any such investmentPerson has offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as such term is defined in the Securities Act) of the Company in a manner which would require registration under the Securities Act.