Common use of Nature of Investment Clause in Contracts

Nature of Investment. (a) Tencent Hong Kong is acquiring the Spotify Transfer Shares as principal for their own account for investment purposes only and not with a view to distributing or reselling the Spotify Transfer Shares. (b) Tencent Hong Kong is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). Tencent Hong Kong, either alone or together with its representatives, have such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Spotify Transfer Shares and have so evaluated the merits and risks of such investment. Tencent Hong Kong is able to bear the economic risk of an investment in the Spotify Transfer Shares and, at the present time, is able to afford a complete loss of such investment. (c) Tencent Hong Kong is not purchasing the Spotify Transfer Shares as a result of any advertisement, article, notice or other communication regarding the Spotify Transfer Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (d) Tencent Hong Kong understands and acknowledges that (i) the Spotify Transfer Shares are being offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act, (ii) the availability of such exemption depends in part on, and TME will rely upon the accuracy and truthfulness of, the foregoing representations and Tencent Hong Kong hereby consents to such reliance, and (iii) the Spotify Transfer Shares are “restricted securities” for purposes of the Securities Act and rules thereunder and may not be resold without registration under the Securities Act or an exemption therefrom, and the certificates representing such shares will bear a restrictive legend to such effect.