Common use of Purchaser Representations, Warranties and Covenants Clause in Contracts

Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, Purchaser hereby covenants, represents and warrants that: (a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking laws. (b) Purchaser has all requisite corporate power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) Purchaser has all material qualifications, regulatory permissions and/or licenses necessary for the acquisition of the Purchased Loans, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser or its ability to perform the obligations set forth in this Agreement. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated (assuming receipt of all necessary consents) by this Agreement nor compliance with its terms and conditions, shall conflict with or result in the breach of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon the Purchased Loans. (e) Purchaser will not be rendered Insolvent by the consummation of the transactions contemplated hereby. Purchaser is not purchasing any Purchased Loan with any intent to hinder, delay or defraud any of its creditors. (f) No consent, approval, authorization, registration, filing or order of any court or governmental or regulatory agency or body is required for the execution, delivery and performance by Purchaser of, or compliance by Purchaser with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization, registration, filing or order is required, Purchaser has obtained or will obtain it. (g) The consummation of the transactions contemplated by this Agreement, the execution and delivery of this Agreement and compliance with the terms of this Agreement shall not materially conflict with, result in a material breach of, constitute a default under or be prohibited by, Purchaser’s charter or other agreement relating to its organization, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a party. (h) There is no litigation or action at law or in equity pending or, to the best of Purchaser’s knowledge, threatened against Purchaser and no proceeding or investigation of any kind is pending or, to the best of Purchaser’s knowledge, threatened in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate the transactions contemplated hereby. (i) Purchaser will not utilize Non-Public Borrower Data in any manner prohibited by the terms of Section 6.4.

Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, Purchaser hereby covenantsrepresents, represents warrants and warrants thatcovenants to Company, and acknowledges and agrees, as follows: (a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking laws. (b) a. Purchaser has all requisite corporate the full legal capacity, power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Purchase Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunderhereunder. This Purchase Agreement constitutes, and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly each other transaction document when executed and delivered by Purchaser and is will constitute, a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and insolvency, or other similar laws of general application to or affecting the enforcement of creditors’ rights generally and by general principles of equity. b. Purchaser has been advised that the Right and Warrants (the “Securities”) issued under this Purchase Agreement may constitute securities under United States securities laws and that the offers and sales of the Securities have not been registered under any country’s securities laws and, therefore, the Securities cannot be resold except in compliance with law. Purchaser further acknowledges and agrees that the regulatory status of the Purchased MPQ Tokens is uncertain and depends on a number of factors, including factors outside of Company’s control; at the time of the Token Sale, the Purchased Tokens may constitute securities and not utility tokens under the applicable laws and regulations of one or more jurisdictions; and if the Purchased MPQ Tokens constitute securities they may be subject to transfer and other restrictions under applicable laws and regulations. Purchaser was not formed for the specific purpose of entering into this Purchase Agreement or purchasing the Securities, and Purchaser is purchasing the Securities for Purchaser’s own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Purchaser does not presently intend to, and has not entered into any contract, undertaking, agreement or other arrangement to, sell, grant any participation in or otherwise transfer or distribute the Securities under this Purchase Agreement. Purchaser has such knowledge and experience in technology, financial and business matters that Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. c. If Purchaser is acquiring the Securities pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), Purchaser agrees (on Purchaser’s behalf and on behalf of any purchaser account for which Purchaser is are acquiring the Securities and the MPQ Tokens), and each subsequent holder of the Securities and MPQ Tokens by its acceptance thereof will be deemed to agree, that prior to the expiration of the applicable holding period set forth in Rule 144 under the Securities Act (“Rule 144A”), Purchaser will not offer, sell or otherwise transfer the Securities or the MPQ Tokens except (a) to ImpactPPA or any of its subsidiaries, (b) for so long as the Securities and/or MPQ Token are eligible for resale pursuant to Rule 144A, to a person Purchaser reasonably believes is a Qualified Institutional Buyer, as defined in Rule 144A (“QIB”) that purchases for its own account or for the account of a QIB to which notice is given that the transfer is being made in reliance on Rule 144A, (c) pursuant to offers and sales that occur outside the United States in accordance with Regulation S of the Securities Act and in accordance with the applicable laws in the jurisdiction in which such purchase is made, (d) pursuant to a registration statement that has been declared effective under the Securities Act, or (e) pursuant to any other available exemption from the registration requirements of the Securities Act. d. Purchaser has all material qualificationshad access, regulatory permissions and/or licenses necessary for during the acquisition course of the Purchased Loanstransactions and prior to Purchaser’s execution of this Purchase Agreement, except where to all such information as Purchaser has deemed necessary or appropriate and that Purchaser has had, during the failure course of the transactions and prior to do so would not reasonably be expected the execution of this Purchase Agreement, the opportunity to have a Material Adverse Effect on ask questions of, and receive answers from, Company concerning the terms and conditions of the transactions contemplated by this Purchase Agreement and to obtain additional information necessary to verify the accuracy of any information furnished to Purchaser or its ability to perform which Purchaser had access. Purchaser has had an opportunity to review the obligations proposed functionality and code of the MPQ Token and has read and understood Company’s materials describing Company and the MPQ Token, including the Offering Memorandum. None of Purchaser’s representations, warranties or covenants, including without limitation the foregoing, limit, expand or otherwise modify the representations and warranties of Company in Section 3 of this Purchase Agreement. e. With the assistance of Xxxxxxxxx’s own professional advisors, to the extent that Purchaser has deemed appropriate, Purchaser has made Purchaser’s own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Securities and the consequences of this Purchase Agreement. Purchaser has considered the suitability of the Securities as an investment in light of Purchaser’s own circumstances and financial condition and Purchaser is able to bear the risks associated with an investment in the Securities. f. Other than the Offering Documents, Purchaser is not relying on (and will not at any time rely on) Company, any affiliate of Company, any representative of any of the foregoing, or any other person, firm or corporation in making Purchaser’s decision to enter into this Purchase Agreement and to purchase the Securities, it being understood that information and explanations related to the terms and conditions of the Securities and the Offering Memorandum shall not be considered investment advice or a recommendation to purchase the Securities. Company has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities or (ii) made any representation to Purchaser regarding the legality of an investment in the Securities under applicable legal investment or similar laws or regulations. In deciding to enter into this Purchase Agreement and to purchase the Securities, Purchaser is not relying on the advice or recommendations of Company. Purchaser has not relied on any representation, warranty or provision not explicitly stated in this Purchase Agreement or the Offering Memorandum; no oral or written statement has been made to Purchaser that in any way shall waive, expand or otherwise modify any of the terms or conditions of this Purchase Agreement or the disclosures set forth in the Offering Memorandum; and Purchaser expressly waives any reliance on, and any cause of action in connection with, any disclosures or statements not expressly set forth in this AgreementPurchase Agreement or the Offering Memorandum. (d) Neither g. Purchaser has complied with all applicable import, re-import, export, re-export control, anti-money laundering laws, regulations guidance and programs, including the execution Export Administration Regulations, International Traffic in Arms Regulations, the USA Patriot Act of 2001, the Bank Secrecy Act and delivery of this Agreement nor the consummation OFAC Regulations and similar governmental laws and regulations in other countries. Purchaser is solely responsible for compliance with such laws related to its purchase of the transactions contemplated (assuming receipt of all necessary consents) Right. h. Purchaser has accurately completed the purchaser questionnaire attached as Schedule 1 to this Purchase Agreement and shall provide Company with any information requested by it in order to confirm Purchaser’s suitability to enter into this Purchase Agreement nor compliance with its terms and conditionspurchase the Securities, shall conflict with including but not limited to financial information and residency information and any information required by applicable “know your customer” or result “anti-money laundering” laws and regulations, as they may be promulgated from time to time. i. Purchaser is not a citizen or resident of, is not located in and does not have a primary residence or domicile in the breach ofPeople’s Republic of China, South Korea or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon the Purchased Loans. (e) Purchaser will not be rendered Insolvent by the consummation of the transactions contemplated herebycountry subject to sanctions under OFAC Regulations. Purchaser is not purchasing a person subject to sanctions under OFAC Regulations or in any Purchased Loan with any intent jurisdiction in which access to or use of cryptocurrency or digital tokens is prohibited by law, decree, regulation, treaty or otherwise. j. Purchaser does not intend to hinder, delay or defraud Company or any other holders of its creditorsSecurities or eventual MPQ Tokens or engage in any illegal conduct or unlawful activity, including without limitation in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities or receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United States or in any other place in the world. k. Purchaser may not and shall not assign or transfer this Purchase Agreement (fincluding by operation of law, by merger or otherwise) No consentor sell, approvaldelegate or sublicense Purchaser’s Right without the express written consent of Company, authorizationwhich consent may be withheld by Company in its sole discretion. Any such assignment, registrationsale, filing delegation or order sublicense without Purchaser’s prior written consent shall be null and void, shall confer no rights on the purported assignee and may be a violation of any court or governmental or regulatory agency or body is required for the execution, delivery and performance by Purchaser of, or compliance by Purchaser with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization, registration, filing or order is required, Purchaser has obtained or will obtain itapplicable securities laws. (g) The consummation l. Purchaser will have no right against Company or any other Person except in the event of Company’s breach of this Purchase Agreement or intentional fraud. COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS PURCHASE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO COMPANY PURSUANT TO THIS PURCHASE AGREEMENT CALCULATED, WITH RESPECT TO AMOUNTS PAID IN BTC, ETH OR ANY OTHER CRYPTOCURRENCY, USING THE APPLICABLE EXCHANGE RATE SET FORTH IN THE DEFINTION OF “PURCHASE AMOUNT” AND SUBJECT IN ALL EVENTS TO SECTION 2(b). NEITHER COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS PURCHASE AGREEMENT. m. Other than the transactions contemplated by this Agreementright to use an MPQ Token as a means to enable usage of and interaction with and within Company’s platform, applications and website, the execution and delivery MPQ Token underlying this Right will not grant Purchaser any: i. ownership rights in Company; ii. return on investment from a future issuance of this Agreement and compliance with the terms of this Agreement shall not materially conflict witha MPQ Token; iii. profit or passive income from holding a MPQ Token; or iv. any other express or implied rights, result in a material breach ofincluding without limitation any intellectual property rights, constitute a default under or be prohibited byincome, Purchaser’s charter or other agreement relating to its organizationprofit, dividend, capital equity, royalties, or any mortgageeconomic, indenturegovernance, deed of trust, loan decision-making or credit agreement voting rights related to Company or any other agreement or instrument to which it is entity in a partycorporate capacity. (h) There is no litigation or action at law or in equity pending orn. Company may establish a separate issuing entity for the MPQ Token and all rights and obligations of Company under this Purchase Agreement, including the Right, may be assigned to the best issuing entity; provided however, that any such assignee assumes all rights and obligations of Purchaser’s knowledgeCompany hereunder, threatened against Purchaser and no proceeding or investigation of any kind is pending orincluding, to without limitation, the best of Purchaser’s knowledge, threatened obligations set forth in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate the transactions contemplated hereby. Section 2 (b) (i) hereof. o. Purchaser will acknowledges and agrees that if Purchaser is sending the Purchase Amount using cryptocurrency rather than fiat: i. Purchaser may not utilize Non-Public Borrower Data send any portion of the Purchase Amount directly from a wallet public address that is provided by a cryptocurrency exchange service provider; ii. Purchaser’s wallet public address can technically support ERC20 tokens; iii. Purchaser is solely responsible for ensuring that the wallet public address listed on the signature page to receive MPQ Tokens is fit to receive MPQ Tokens and handle any return or refund functions, which are ERC20 tokens; iv. any failure to comply with these requirements may lead to the loss of all or a portion of the Purchase Amount; and v. Purchaser is solely responsible for ensuring such payment in any manner prohibited by the terms of Section 6.4cryptocurrency is successfully delivered to Company’s designated wallet.

Purchaser Representations, Warranties and Covenants. As Purchaser hereby represents, warrants, acknowledges and agrees as of the date hereof and as of each Purchase Date, Purchaser hereby covenants, represents and warrants thatthe Closing Date to the Company as follows: (a) The Securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, except as set forth in the Registration Rights Agreement, the Company has no present or future obligation to register the Securities under the Securities Act or any state securities laws. The Purchaser understands that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof and the provisions of Regulation D or Regulation S promulgated thereunder. (b) The Purchaser has had access to all documents heretofore filed by the Company with the Commission (collectively the “SEC Documents”) and has received all other documents requested by the Purchaser. The Purchaser has carefully reviewed the SEC Documents and all such requested documents and understands the information contained therein. (c) All documents, records and books pertaining to the investment in the Securities have been made available for inspection by Purchaser and its representatives. Purchaser hereby acknowledges that all such information is confidential and Purchaser shall not disclose any such confidential information to any third party other than as set forth herein. (d) Purchaser has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company and its Subsidiaries concerning the offering of the Securities and the business, financial condition, results of operations and prospects of the Company and its Subsidiaries, and all such questions have been answered to the full satisfaction of Purchaser. Neither such inquiries nor any other investigation conducted by or on behalf of Purchaser or its representatives or its counsel shall modify, amend or affect the Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained in this Agreement. (e) In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or other information (oral or written) other than as stated in this Agreement and supplemental information, if any, provided in writing by the Company. (f) The Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering through or as a result of, any form of general solicitation or general advertising as those terms are used in Regulation D under the Securities Act, and is not subscribing for Securities and did not become aware of the Offering through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser. (g) Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (h) Purchaser has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities similar to the Securities so as to enable the Purchaser to utilize the information made available to it in connection with the Offering to evaluate the merits and risks of an investment in the Securities and the Company and to make an informed investment decision with respect thereto. (i) Purchaser is not relying on the Company or any of its employees, officers or agents with respect to the legal, tax, economic and related considerations as to an investment in the Securities and the Purchaser has relied on the advice of, or has consulted with, only his own advisors. (j) Purchaser is acquiring the Securities solely for the Purchaser's own account, for investment purposes, and not with a view to resale, assignment or distribution thereof, in whole or in part in violation of the Securities Act or any applicable state securities laws. Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Securities in violation of the Securities Act or any state securities laws and the Purchaser has no plans to enter into any such agreement or arrangement. (k) Purchaser will not engage, directly or indirectly, in hedging transactions with respect to the Securities unless in compliance with the registration requirements of the Securities Act. Purchaser has not directly or indirectly engaged in any short sales of Company Common Stock during the 60 days preceding the date hereof or the Closing Date and will not engage in any short sales with respect to Company Common Stock for a period of 180 days following the Closing Date. (l) Purchaser must bear the substantial economic risks of the investment in the Securities indefinitely because none of the Securities may be sold, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Subject to the terms hereunder, legends shall be placed on certificates evidencing the Securities to the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in the Company’s stock books. (m) Purchaser is an accredited investor because either Purchaser has total assets having a value in excess of $5,000,000 or all of the equity owners of Purchaser are accredited investors. Purchaser has adequate means of providing for its current financial needs and foreseeable contingencies and has no need for liquidity of the investment in the Securities for an indefinite period of time. (n) Purchaser represents that (A) it is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction indicated after its name on the signature page hereof, (B) Purchaser was not formed for the specific purpose of its organization acquiring the Securities, (C) the consummation of the transactions contemplated hereby is authorized by, and is will not result in good standing with every regulatory body having jurisdiction over its activities a violation of law or the charter or other organizational documents of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking laws. (bD) Purchaser has all requisite corporate full power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the all other related agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, certificates and to carry out the transactions contemplated hereby provisions hereof and thereby. This thereof and to purchase and hold the Securities, (E) the execution and delivery of this Agreement has been duly and validly authorized by all necessary action of Purchaser, (F) this Agreement has been duly executed and delivered by on behalf of Purchaser and is constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by terms subject to applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights and remedies generally and by general principles of equity. , and (cG) Purchaser has all material qualifications, regulatory permissions and/or licenses necessary for the acquisition of the Purchased Loans, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser or its ability to perform the obligations set forth in this Agreement. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated (assuming receipt of all necessary consents) by this Agreement nor compliance with its terms and conditions, shall Purchaser will not violate or be in conflict with any order, judgment, injunction, agreement or result in the breach of, controlling document to which Purchaser is a party or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon the Purchased Loansby which Purchaser is bound. (eo) Purchaser will not represents to the Company that any information which the undersigned has heretofore furnished or furnishes herewith to the Company is complete and accurate and may be rendered Insolvent relied upon by the consummation Company in determining the availability of an exemption from registration under Federal and state securities laws in connection with the Offering. Purchaser further represents and warrants that it will notify, and supply corrective information to, the Company immediately upon the occurrence of any change therein occurring prior to the Company's issuance of the transactions contemplated hereby. Purchaser is not purchasing any Purchased Loan with any intent to hinder, delay or defraud any of its creditorsSecurities. (fp) No consentTHE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, approvalAS AMENDED, authorizationOR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM, registrationOR IN TRANSACTIONS NOT SUBJECT TO, filing or order of any court or governmental or regulatory agency or body is required for the executionTHE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, delivery and performance by Purchaser ofANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, or compliance by Purchaser with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization, registration, filing or order is required, Purchaser has obtained or will obtain itNOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (g) The consummation of the transactions contemplated by this Agreement, the execution and delivery of this Agreement and compliance with the terms of this Agreement shall not materially conflict with, result in a material breach of, constitute a default under or be prohibited by, Purchaser’s charter or other agreement relating to its organization, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a party. (h) There is no litigation or action at law or in equity pending or, to the best of Purchaser’s knowledge, threatened against Purchaser and no proceeding or investigation of any kind is pending or, to the best of Purchaser’s knowledge, threatened in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate the transactions contemplated hereby. (i) Purchaser will not utilize Non-Public Borrower Data in any manner prohibited by the terms of Section 6.4.

Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, The Purchaser hereby covenantsacknowledges, represents and warrants thatto, and agrees with, the Company and its affiliates as follows: (a) The Purchaser is duly organizedhas received, validly existing read carefully and in good standing under understands the laws Confidential Memorandum and has had an adequate opportunity to consult his own attorney, accountant or investment advisor (his "Advisors") with respect to the suitability of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where investment contemplated hereby for the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If The Purchaser is a Bankfurther acknowledges that the Purchaser and his Advisors have also made such other investigation, (i) Purchaser is chartered under U.S. federal or state banking lawsreview, or (ii) Purchaser is a foreign depository institution that will act for purposes examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate so as to understand the nature of this Agreement solely through United States branches that are subject to U.S. federal or state banking lawsthe investment in the Purchased Securities, including without limitation, the merits and risks thereof. (b) The Purchaser has all requisite corporate power and authority to is acquiring the Purchased Securities for the Purchaser's own its propertiesaccount as principal, carry on its business not as and where now being conducteda nominee or agent, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunderfor investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, which resale, distribution or fractionalization would violate the Securities Act of 1933, as amended (the "Securities Act"). Further, the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to carry out sell, transfer or grant participations to such person or to any third person, with respect to the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Purchased Securities, for which the Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equitysubscribing. (c) The Purchaser has all material qualificationsfull power and authority to enter into this Subscription Agreement. The execution and delivery of this Subscription Agreement has been duly authorized, regulatory permissions and/or licenses necessary for if applicable, by the acquisition Purchaser and this Subscription Agreement constitutes a valid and legally binding obligation of the Purchased Loans, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser or its ability to perform the obligations set forth in this AgreementPurchaser. (d) Neither The Purchaser acknowledges the execution Purchaser's understanding that the offering and delivery of this Agreement nor the consummation sale of the transactions contemplated Purchased Securities is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder (assuming receipt of all necessary consents"Regulation D"). In furtherance thereof, the Purchaser represents and warrants to and agrees with the Company and its affiliates as follows: (i) by this Agreement nor compliance with its terms and conditionsThe Purchaser understands that the basis for the exemption from registration may not be present if, shall conflict with notwithstanding such representations, the Purchaser's intention is merely to acquire the Preferred Stock for a fixed or result determinable period in the breach offuture, or constitute for a default undermarket rise, or result for sale if the market does not rise. Accordingly, the Purchaser does not have any such intention; (ii) The Purchaser has the financial ability to bear the economic risk of the Purchaser's investment, has adequate means for providing for the Purchaser's current needs and personal contingencies and has no need for liquidity with respect to the Purchaser's investment in the creation or imposition Company; and (iii) The Purchaser has such knowledge and experience in financial and business matters as to be capable of any lienevaluating the merits and risks of the prospective investment in the Preferred Stock. If other than an individual, charge or encumbrance the Purchaser also represents that it has not been organized for the purpose of any nature upon acquiring the Purchased LoansPreferred Stock. (e) Purchaser will not be rendered Insolvent The information in the Questionnaire completed and executed by the consummation of the transactions contemplated hereby. Purchaser is not purchasing any Purchased Loan with any intent to hinder, delay or defraud any accurate and true in all respects and the Purchaser is an "accredited investor," as that term is defined in Rule 501 of its creditors.Regulation D as described in Appendix I hereto. ---------- (f) No consentThe Purchaser: (i) Has been furnished with copies of the Confidential Memorandum, approvala List of FDA Approved Tests, authorization, registration, filing or order of any court or governmental or regulatory agency or body is required the Company's Quarterly Report on Form 10-Q for the executionquarter ended September 30, delivery 2000, the Company's Annual Report on Form 10-K for the year ended December 31, 1999 and performance by any documents which may have been made available upon request for a reasonable period of time prior to the date hereof (collectively, the "Documents"). The Purchaser acknowledges and agrees that the Documents supercede all written information regarding the Company that the Purchaser may have received prior to the date of the Documents. The Purchaser has carefully read the Documents and has relied solely (except as indicated in subsections (ii) and (iii) below) on the information contained in the Documents (including all exhibits thereto); (ii) Has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the Purchased Securities, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (iii) Has been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or compliance by Purchaser with, this Agreement, or its representatives concerning the consummation terms and conditions of the transactions contemplated herebyOffering and other matters pertaining to this investment, and has been given the opportunity for a reasonable period of time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information contained in the Documents or if that which was otherwise provided in order for the Purchaser to evaluate the merits and risks of purchase of the Purchased Securities to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (iv) Has not been furnished with any oral representation or oral information in connection with the Offering which is not contained herein or in the Documents; and (v) Has determined that the Purchased Securities are a suitable investment for the Purchaser and that at this time the Purchaser could bear a complete loss of such consent, approval, authorization, registration, filing or order is required, Purchaser has obtained or will obtain itinvestment. (g) The consummation of This offer is not transferable or assignable by the transactions contemplated by this Agreement, Purchaser unless the execution and delivery of this Agreement and compliance Purchaser complies with the terms of this Agreement shall transfer contained herein. The Purchaser further represents, warrants and agrees that the Purchaser will not materially conflict withsell or otherwise transfer the Purchased Securities, result in a material breach ofwithout registration under the Securities Act or an exemption therefrom, constitute a default and that the Purchaser fully understands and agrees that the Purchaser must bear the economic risk of the Purchaser's purchase because, among other reasons, none of the Purchased Securities has been registered under the Securities Act or under the securities laws of any state and, therefore, none can be prohibited byresold, Purchaser’s charter pledged, assigned or other agreement relating to its organizationotherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available. In particular, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it the Purchaser is aware that the Preferred Stock is a party"restricted security," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Purchaser also understands that, except as expressly otherwise provided herein, the Company is under no obligation to register the Preferred Stock on the Purchaser's behalf or to assist the Purchaser in complying with any exemption from registration under the Securities Act or applicable state securities laws. The Purchaser further understands that sales or transfers of the Purchased Securities are further restricted by state securities laws and the provisions of this Subscription Agreement. (h) There is no litigation No representations or action at law or in equity pending or, warranties have been made to the best Purchaser by the Company, or any officer, employee, agent or affiliate of Purchaser’s knowledgethe Company, threatened against Purchaser other than the representations and no proceeding or investigation warranties of any kind is pending orthe Company contained herein, to the best of Purchaser’s knowledge, threatened and in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase subscribing for the Purchased Loans or Purchaser’s ability to consummate Securities, the transactions contemplated herebyPurchaser is not relying upon any representations other than those contained herein. (i) Any information which the Purchaser has heretofore furnished to the Company with respect to the Purchaser's financial position and business experience is correct and complete as of the date of this Subscription Agreement and if there should be any material change in such information the Purchaser will immediately furnish such revised or corrected information to the Company. (j) The Purchaser understands and agrees that, at issuance, the Preferred Stock shall bear the following legend, or a similar legend to the same effect, until (i) such Preferred Stock shall have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such Preferred Stock be may sold without registration under the Securities Act or any applicable "Blue Sky" or state securities laws: "THE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE PREFERRED STOCK REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT." (k) The Purchaser understands and agrees that, at issuance, Common Stock issued upon exercise of the Warrant shall bear the following legend, or a similar legend to the same effect, until (i) such Common Stock shall have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such Preferred Stock be may sold without registration under the Securities Act or any applicable "Blue Sky" or state securities laws: "THE COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE COMMON STOCK REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT." (l) The Purchaser: is not utilize Non(i) a director, officer, or substantial security holder of the Company (a "Related Party"), (ii) a subsidiary, affiliate or other closely-Public Borrower Data related person of a Related Party, or (iii) any person, company or entity in which a Related Party has a substantial direct or indirect interest. (m) No Federal or state agency has made any findings or determination as to the fairness of the Offering or the Purchased Securities (or any part thereof) for investment, or any recommendation or endorsement of any of the Purchased Securities (or any part thereof). (n) The Purchaser covenants that it will not, directly or indirectly through its affiliates or agents, at any time prior to nine months from the Termination Date, effect short sales of the Common Stock or hedge transactions in the Common Stock that customarily result in a counter party engaging in short sales. (o) The Purchaser covenants that it will not, directly or indirectly through its affiliates or agents, at any time prior to the Conversion Date, effect any sales of the Common Stock; make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined under Regulation 14A of the Securities Exchange Act of 1934 ) to vote or seek to advise or influence in any manner prohibited by whatsoever any person or entity with respect to the terms voting of any securities of the Company or any of its subsidiaries; form, join or in any way participate in a "group" (within the meaning of Section 6.413(d)(3) of the Exchange Act) with respect to any securities of the Company; or take any other action to influence or control the Company or its management or policies or the market price of its publicly traded stock. (p) The foregoing representations, warranties and agreements shall survive the Closing.

Purchaser Representations, Warranties and Covenants. As of the date hereof Effective Date and as of each Purchase Date, Purchaser hereby covenants, represents and warrants that: (a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking laws. (b) Purchaser has all requisite corporate power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunderhereunder, and to carry out the transactions contemplated hereby and therebyhereby. This Agreement has been duly and validly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by or general equitable principles of equity(whether considered in a proceeding in equity or at law). (c) Purchaser has all material qualifications, regulatory permissions and/or licenses necessary for the acquisition of the Purchased Loans, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser or its ability to perform the obligations set forth in this Agreement.Purchaser. MASTER LOAN PURCHASE AGREEMENT – Page P (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated (assuming receipt of all necessary consents) by this Agreement nor compliance with its terms and conditions, shall conflict with or result in the breach of, or constitute a default under, or will result in the creation or imposition of any lien, charge or encumbrance of any nature (except pursuant to Section 3.2(a) or pursuant to a financing transaction with respect to the Purchased Loans entered into by Purchaser) upon the Purchased LoansLoans unless otherwise agreed between the Parties in writing. (e) Purchaser will not be rendered Insolvent by the consummation of the transactions contemplated hereby. Purchaser is not purchasing any Purchased Loan with any intent to hinder, delay or defraud any of its creditors. (f) No consent, approval, authorization, registration, filing or order of any court or governmental or regulatory agency or body is required for the execution, delivery and performance by Purchaser of, or compliance by Purchaser with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization, registration, filing or order is required, either Purchaser has obtained the same or will obtain itits failure to do so would not have a Material Adverse Effect. (g) The consummation of the transactions contemplated by this Agreement, the execution and delivery of this Agreement and compliance with the terms of this Agreement shall not materially conflict with, result in a material breach of, of or constitute a material default under or be under, and are not prohibited by, Purchaser’s charter or other agreement relating to its organization, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a partyparty that would have a Material Adverse Effect on Purchaser. (h) There is no litigation or action at law or in equity pending or, to the best of Purchaser’s knowledge, threatened against Purchaser and no proceeding or investigation of any kind is pending or, to the best of Purchaser’s knowledge, threatened in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate the transactions contemplated hereby. (i) Purchaser will not utilize Non-Public Borrower Data in any manner prohibited by the terms of Section 6.46.2. (j) Upon Seller’s request, Purchaser shall provide to Seller all necessary withholding and related tax documentation as required for the transactions contemplated hereunder. Purchaser shall bear and be solely responsible for its tax liability (including making all determinations of such liability and any positions related thereto) without any reliance on Seller. (k) If Purchaser plans or intends to sell, assign, transfer, pledge, hypothecate or otherwise dispose of Purchased Loan(s) or any other rights under this Agreement relating to the Purchased Loans, Purchaser (subject to the immediately following sentence) will only use Seller’s publicly available information to describe Seller and its products (including the Purchased Loans) in any such solicitation. Purchaser shall otherwise obtain Seller’s prior written consent with respect to any additional descriptions, information or materials concerning or relating to Seller and its products (including the Purchased Loans) in any such solicitation. (l) Purchaser will not violate any Applicable Laws in the consummation of the transactions contemplated hereby, including but not limited to, the Equal Credit Opportunity Act and other fair lending laws, the Truth in Lending Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act and state unfair and deceptive trade practices statutes.

Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, Purchaser hereby covenantsrepresents, represents warrants and warrants thatcovenants to Company as follows: (a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking laws. (b) a. Purchaser has all requisite corporate the full legal capacity, power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and therebyhereunder. This Agreement has been duly constitutes, and validly each other transaction document when executed and delivered by Purchaser and is will constitute, a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and insolvency, or other similar laws of general application to or affecting the enforcement of creditors’ ' rights generally and by general principles of equity. (c) b. Purchaser has all material qualificationsbeen advised that this Agreement is a security and that the offers and sales of this Agreement have not been registered under any country's securities laws and, therefore, this Agreement cannot be resold except in compliance with the applicable country's laws. Purchaser further acknowledges and agrees that the regulatory permissions and/or licenses necessary status of the Atari Tokens is uncertain and depends on a number of factors, including factors outside of Company's control; at the time of the Token Sale, the Atari Tokens may constitute securities and not utility tokens under the applicable laws and regulations of one or more jurisdictions; and if the Atari Tokens constitute securities they may be subject to transfer and other restrictions under applicable laws and regulations. c. Purchaser was not formed for the acquisition specific purpose of entering into this Agreement or purchasing the Right, and Purchaser is purchasing the Right for Purchaser's own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Purchaser does not presently intend to, and has not entered into any contract, undertaking, agreement or other arrangement to, sell, grant any participation in or otherwise transfer or distribute this Agreement or the Right. d. Purchaser has such knowledge and experience in technology, financial and business matters that Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Purchaser's financial condition and is able to bear the economic risk of such investment for an indefinite period of time. e. Purchaser has had access, during the course of the Purchased Loanstransactions and prior to Purchaser's execution of this Agreement, except where to all such information as Purchaser has deemed necessary or appropriate and has read and understood the failure Offering Memorandum. f. With the assistance of Xxxxxxxxx's own professional advisors, to do so would the extent that Purchaser has deemed appropriate, Purchaser has made Purchaser's own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Right and the consequences of this Agreement. Purchaser has considered the suitability of the Right as an investment in light of Purchaser's own circumstances and financial condition and Purchaser is able to bear the risks associated with an investment in the Right. g. Purchaser is not reasonably relying on (and will not at any time rely on) Company, any affiliate of Company, any representative of any of the foregoing, or any other person, firm or corporation in making Purchaser's decision to enter into this Agreement and to purchase the Right, it being understood that information and explanations related to the terms and conditions of the Right and the Offering Memorandum shall not be expected considered investment advice or a recommendation to have a Material Adverse Effect purchase the Right. Company has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Right or (ii) made any representation to Purchaser regarding the legality of an investment in the Right under applicable legal investment or similar laws or regulations. In deciding to enter into this Agreement and to purchase the Right, Purchaser is not relying on the advice or recommendations of Company. Purchaser has not relied on any representation, warranty or its ability provision not explicitly stated in this Agreement or the Offering Memorandum; no oral or written statement has been made to perform Purchaser that in any way shall waive, expand or otherwise modify any of the obligations terms or conditions of this Agreement or the disclosures set forth in the Offering Memorandum; and Purchaser expressly waives any reliance on, and any cause of action in connection with, any disclosures or statements not expressly set forth in this AgreementAgreement or the Offering Memorandum. (d) Neither h. Purchaser has complied with all applicable import, re-import, export, re-export control, anti-money laundering laws, regulations guidance and programs, including the execution Export Administration Regulations, International Traffic in Arms Regulations, the USA Patriot Act of 2001, the Bank Secrecy Act and delivery OFAC Regulations and similar governmental laws and regulations in other countries. Purchaser is solely responsible for compliance with such laws related to its purchase of the Right. i. Purchaser has accurately completed the purchaser questionnaire attached as Schedule 1 to this Agreement nor the consummation of the transactions contemplated (assuming receipt of all necessary consents) and shall promptly provide Company with any information requested by it in order to confirm Purchaser's suitability to enter into this Agreement nor compliance with its terms and conditionspurchase the Right, shall conflict with including financial information and residency information and any information required by applicable "Know Your Customer" or result "Anti-Money Laundering" laws and regulations, as they may be promulgated from time to time. Purchaser acknowledges and accepts that Company may refuse or reject any amount for the purchase of Atari Tokens until Purchaser has provided all information and documentation that Company may request pursuant to Schedule 1. j. Purchaser is not a citizen or resident of, is not located in and does not have a primary residence or domicile in the breach United States of America, People's Republic of China, or South Korea. k. Purchaser is not a citizen or resident of, is not located in and does not have a primary residence or constitute a default under, or result domicile in the creation or imposition of any lien, charge or encumbrance of any nature upon the Purchased Loans. (e) Purchaser will not be rendered Insolvent by the consummation of the transactions contemplated herebycountry subject to sanctions under OFAC Regulations. Purchaser is not purchasing a person subject to sanctions under OFAC Regulations or in any Purchased Loan with any intent jurisdiction in which access to or use of cryptocurrency or digital tokens is prohibited by law, decree, regulation, treaty or otherwise. l. Purchaser does not intend to hinder, delay or defraud Company or any other holders of Rights or eventual Atari Tokens or engage in any illegal conduct or unlawful activity, including in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities or receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United States or in any jurisdiction where Purchaser is a citizen or resident or is organized or domiciled. m. Purchaser shall promptly provide to Company, upon its request, any information that Company deems necessary to maintain compliance with any applicable laws, regulations or policies of any jurisdiction and to execute such additional documents and agreements as reasonably requested by Company, including documents and agreements required to be executed by all other holders, or prospective holders, of the Atari Tokens and all other Purchasers, or prospective Purchasers, of the Right to buy Atari Tokens in the Token Sale. Purchaser acknowledges and agrees that failure to provide any such requested information or documents (including the Token Sale Documents) to Company allows Company to refuse to issue the Right or Atari Tokens to Purchaser until the requested information or documents have been provided and Company has determined it is permissible to issue the Right or Atari Tokens to Purchaser. In no event shall Purchaser be entitled to a refund of its creditorsPurchase Amount. No Atari Tokens shall be issued to Purchaser if Purchaser refuses to provide information or documents requested pursuant to this Section 4(l) or if the information or documents provided indicate that the issuance of such Atari Tokens may be a violation of law under the laws of any applicable jurisdiction. (f) No consentn. Without limiting Purchaser's obligations under any applicable confidentiality agreement, approvalPurchaser shall keep the terms of this Agreement confidential and will not disclose its terms to any person or entity, authorizationexcept Purchaser's attorneys, registrationaccountants, filing and advisors, or as may be required by law or order of any a court or governmental or regulatory agency or body is required for the execution, delivery agency. o. Purchaser acknowledges and performance by Purchaser of, or compliance by Purchaser with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization, registration, filing or order is required, Purchaser agrees that it has obtained provided or will obtain it. provide personally identifiable information (g"PII") The to Company in accordance with the terms of this Agreement and has requested that Company use and process the PII in connection with the performance and consummation of the transactions contemplated by this Agreement, including using and processing the execution PII for, and delivery of this Agreement providing the PII to third parties in connection with "Know Your Customer", "Anti Money Laundering" and compliance with investor suitability and accreditation procedures. Purchaser expressly agrees and consents to Company's using and processing the terms of this Agreement PII, and it hereby authorizes Company to use and process the PII, for such purposes. p. Xxxxxxxxx agrees that as Purchaser is sending the Purchase Amount using cryptocurrency and not fiat: i. Purchaser shall not materially conflict withsend any portion of the Purchase Amount directly from a wallet public address that is provided by a cryptocurrency exchange service provider; ii. Purchaser's wallet public address can technically support the receipt, result in a material breach ofstorage and transfer of tokens built on the ERC20 protocol; iii. Purchaser is solely responsible for ensuring that the wallet public address listed on the signature page to receive Atari Tokens is fit to receive Atari Tokens and handle any return or refund functions, constitute a default under or be prohibited by, Purchaser’s charter or other agreement relating which are ERC20 tokens; iv. any failure to its organization, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a party. (h) There is no litigation or action at law or in equity pending or, comply with these requirements may lead to the best loss of Purchaser’s knowledge, threatened against all or a portion of the Purchase Amount; and v. Purchaser and no proceeding or investigation of any kind is pending or, solely responsible for ensuring such payment in cryptocurrency is successfully delivered to the best of Purchaser’s knowledge, threatened in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate the transactions contemplated herebyCompany's designated wallet. (i) Purchaser will not utilize Non-Public Borrower Data in any manner prohibited by the terms of Section 6.4.

Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, The Purchaser hereby covenantsrepresents, represents warrants, and warrants covenants to the Company that: (a) The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking lawsorganization. (b) Purchaser has all requisite corporate power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the Company, is a legal, valid and binding obligation of Purchaser, agreement enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency subject to the general principles of equity and to bankruptcy or other similar laws affecting the enforcement of creditors’ rights generally generally. The execution, delivery and by general principles of equity. (c) Purchaser has all material qualifications, regulatory permissions and/or licenses necessary for the acquisition of the Purchased Loans, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser or its ability to perform the obligations set forth in this Agreement. (d) Neither the execution and delivery performance of this Agreement nor by the consummation of the transactions contemplated (assuming receipt of all necessary consents) by this Agreement nor compliance with its terms Purchaser does not and conditionswill not conflict with, shall conflict with violate or result in the cause a breach of, or constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the creation Purchaser is a party which would prevent the Purchaser from performing its obligations hereunder or imposition of (ii) any lienlaw, charge statute, rule or encumbrance of any nature upon regulation to which the Purchased LoansPurchaser is subject. (ec) The Purchaser will not be rendered Insolvent by has the consummation of the transactions contemplated hereby. Purchaser is not purchasing any Purchased Loan with any intent requisite corporate power and authority to hinder, delay or defraud any of enter into and to perform its creditors. (f) No consent, approval, authorization, registration, filing or order of any court or governmental or regulatory agency or body is required for obligations under this Agreement; and the execution, delivery and performance by the Purchaser of, or compliance of this Agreement have been duly authorized by all necessary action on the part of the Purchaser. (d) The Purchaser with, is an “accredited investor” as defined by Rule 501 under the Securities Act. (e) The Purchaser acknowledges that it has had the opportunity to review this Agreement, or the consummation of Agreement and the transactions contemplated herebyby this Agreement with the Purchaser’s own legal counsel and investment and tax advisors. Purchaser is familiar with the business, or if any such consentmanagement, approval, authorization, registration, filing or order is required, financial condition and affairs of the Company. (f) The Purchaser has obtained or will obtain itreviewed the documents of the Company filed with the Commission (the “Company Filings”), and the Purchaser understands the content of the Company Filings and the risks described about an investment in the Company. (g) The consummation of Purchaser has been advised that the transactions contemplated by this Agreement, Securities have not been registered under the execution and delivery of this Agreement and compliance with the terms of this Agreement shall not materially conflict with, result in a material breach of, constitute a default under or be prohibited by, Purchaser’s charter or other agreement relating to its organization, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a partySecurities Act. (h) There is no litigation The Securities will be acquired for the Purchaser’s own account, not as nominee or action at law or in equity pending oragent, and not with a view to the best of Purchaser’s knowledge, threatened against Purchaser and no proceeding resale or investigation distribution of any kind is pending or, to part thereof in violation of the best of Purchaser’s knowledge, threatened in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate the transactions contemplated herebySecurities Act. (i) The Purchaser has had an opportunity to receive all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities. The Purchaser acknowledges receipt of copies of the Company Filings. (j) The Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. (k) The Purchaser acknowledges that the Company makes no representations or warranties as to any matter whatsoever except as expressly set forth in this Agreement or in any certificate delivered by the Company to the Purchaser in accordance with the terms hereof and thereof. (l) The Purchaser agrees that for a period commencing on the Closing Date and ending on the date that is one-hundred and eighty (180) days thereafter, it will not utilize Non-Public Borrower Data in offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any manner prohibited by of the terms of Section 6.4Securities.

Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, The Purchaser hereby covenantsrepresents, represents warrants, and warrants covenants to the Company that: (a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking lawsorganization. (b) Purchaser has all requisite corporate power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the Company, is a legal, valid and binding obligation of Purchaser, agreement enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency subject to the general principles of equity and to bankruptcy or other similar laws affecting the enforcement of creditors’ rights generally generally. The execution, delivery and by general principles of equity. (c) Purchaser has all material qualifications, regulatory permissions and/or licenses necessary for the acquisition of the Purchased Loans, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser or its ability to perform the obligations set forth in this Agreement. (d) Neither the execution and delivery performance of this Agreement nor by the consummation of the transactions contemplated (assuming receipt of all necessary consents) by this Agreement nor compliance with its terms Purchaser does not and conditionswill not conflict with, shall conflict with violate or result in the cause a breach of, or constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the creation Purchaser is a party which would prevent the Purchaser from performing its obligations hereunder or imposition of (ii) any lienlaw, charge statute, rule or encumbrance of any nature upon regulation to which the Purchased LoansPurchaser is subject. (ec) Purchaser will not be rendered Insolvent by has the consummation of the transactions contemplated hereby. Purchaser is not purchasing any Purchased Loan with any intent requisite corporate power and authority to hinder, delay or defraud any of enter into and to perform its creditors. (f) No consent, approval, authorization, registration, filing or order of any court or governmental or regulatory agency or body is required for obligations under this Agreement; and the execution, delivery and performance by the Purchaser of, or compliance of this Agreement have been duly authorized by all necessary action on the part of the Purchaser. (d) Purchaser with, is an “accredited investor” as defined by Rule 501 under the Securities Act. (e) Purchaser acknowledges that it has had the opportunity to review this Agreement, or the consummation of Agreement and the transactions contemplated herebyby this Agreement with the Purchaser’s own legal counsel and investment and tax advisors. Purchaser is familiar with the business, or if any such consentmanagement, approval, authorization, registration, filing or order is required, financial condition and affairs of the Company. (f) Purchaser has obtained or will obtain itreviewed the documents of the Company filed with the Commission (the “Company Filings”), and Purchaser understands the content of the Company Filings and the risks described about an investment in the Company. (g) The consummation Purchased Shares will be acquired for the Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the transactions contemplated by this Agreement, the execution and delivery of this Agreement and compliance with the terms of this Agreement shall not materially conflict with, result in a material breach of, constitute a default under or be prohibited by, Purchaser’s charter or other agreement relating to its organization, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a partySecurities Act. (h) There is no litigation or action at law or in equity pending or, The Purchaser has had an opportunity to receive all information related to the best Company requested by it and to ask questions of Purchaser’s knowledgeand receive answers from the Company regarding the Company, threatened against Purchaser its business and no proceeding or investigation the terms and conditions of any kind is pending or, to the best offering of Purchaser’s knowledge, threatened in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate Shares. The Purchaser acknowledges receipt of copies of the transactions contemplated herebyCompany Filings. (i) The Purchaser will understands that the Purchased Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not utilize Non-Public Borrower Data involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. (j) The Purchaser acknowledges that the Company make no representations or warranties as to any matter whatsoever except as expressly set forth in this Agreement or in any manner prohibited certificate delivered by the Company to the Purchaser in accordance with the terms of Section 6.4hereof and thereof.

Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, Purchaser hereby covenantsrepresents, represents warrants, and warrants covenants to the Company that: (a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking lawsorganization. (b) Purchaser has all requisite corporate power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the Company, is a legal, valid and binding obligation of Purchaser, agreement enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency subject to the general principles of equity and to bankruptcy or other similar laws affecting the enforcement of creditors’ rights generally generally. The execution, delivery and by general principles of equity. (c) Purchaser has all material qualifications, regulatory permissions and/or licenses necessary for the acquisition of the Purchased Loans, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser or its ability to perform the obligations set forth in this Agreement. (d) Neither the execution and delivery performance of this Agreement nor by the consummation of the transactions contemplated (assuming receipt of all necessary consents) by this Agreement nor compliance with its terms Purchaser does not and conditionswill not conflict with, shall conflict with violate or result in the cause a breach of, or constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the creation Purchaser is a party which would prevent the Purchaser from performing its obligations hereunder or imposition of (ii) any lienlaw, charge statute, rule or encumbrance of any nature upon regulation to which the Purchased LoansPurchaser is subject. (ec) Purchaser will not be rendered Insolvent by has the consummation of the transactions contemplated hereby. Purchaser is not purchasing any Purchased Loan with any intent requisite corporate power and authority to hinder, delay or defraud any of enter into and to perform its creditors. (f) No consent, approval, authorization, registration, filing or order of any court or governmental or regulatory agency or body is required for obligations under this Agreement; and the execution, delivery and performance by the Purchaser of, or compliance of this Agreement have been duly authorized by all necessary action on the part of the Purchaser. (d) Purchaser with, is an “accredited investor” as defined by Rule 501 under the Securities Act. (e) Purchaser acknowledges that it has had the opportunity to review this Agreement, or the consummation of Agreement and the transactions contemplated herebyby this Agreement with the Purchaser’s own legal counsel and investment and tax advisors. Purchaser is familiar with the business, or if any such consentmanagement, approval, authorization, registration, filing or order is required, financial condition and affairs of the Company. (f) Purchaser has obtained or will obtain itreviewed the documents of the Company filed with the Commission (the “Company Filings”), and Purchaser understands the content of the Company Filings and the risks described about an investment in the Company. (g) The consummation of Purchaser has been advised that the transactions contemplated by this Agreement, Purchased Shares have not been registered under the execution and delivery of this Agreement and compliance with the terms of this Agreement shall not materially conflict with, result in a material breach of, constitute a default under or be prohibited by, Purchaser’s charter or other agreement relating to its organization, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a partySecurities Act. (h) There is no litigation The Purchased Shares will be acquired for the Purchaser’s own account, not as nominee or action at law or in equity pending oragent, and not with a view to the best of Purchaser’s knowledge, threatened against Purchaser and no proceeding resale or investigation distribution of any kind is pending or, to part thereof in violation of the best of Purchaser’s knowledge, threatened in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate the transactions contemplated herebySecurities Act. (i) The Purchaser will not utilize Non-Public Borrower Data in any manner prohibited has had an opportunity to receive all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Purchased Shares. The Purchaser acknowledges receipt of copies of the Company Filings. (j) The Purchaser understands that the Purchased Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. (k) The Purchaser understands that certificates evidencing the Purchased Shares may bear a legend noting that the Purchased Shares have not been registered under the Securities Act or any applicable state securities laws and may not be transferred except in certain situations. (l) The Purchaser’s principal executive offices are in the jurisdiction set forth in the address for such Purchaser set forth on the applicable signature page attached hereto. (m) Notwithstanding Section 6.44(f) below, the parties hereto acknowledge and agree that in connection with the HyperX Esports Truck Events (as defined in Section 4(f) below), each party shall perform the services and/or satisfy the obligations set forth in Exhibit B attached hereto and made a part hereof.

Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, Purchaser hereby covenantsrepresents, represents warrants and warrants thatcovenants to Company as follows: (a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking laws. (b) a. Purchaser has all requisite corporate the full legal capacity, power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and therebyhereunder. This Agreement has been duly constitutes, and validly each other transaction document when executed and delivered by Purchaser and is will constitute, a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and insolvency, or other similar laws of general application to or affecting the enforcement of creditors’ ' rights generally and by general principles of equity. (c) b. Purchaser has all material qualificationsbeen advised that this Agreement is a security and that the offers and sales of this Agreement have not been registered under any country's securities laws and, therefore, this Agreement cannot be resold except in compliance with the applicable country's laws. Purchaser further acknowledges and agrees that the regulatory permissions and/or licenses necessary status of the TLB is uncertain and depends on a number of factors, including factors outside of Company's control; at the time of the Token Sale, the Atari Tokens may constitute securities and not utility tokens under the applicable laws and regulations of one or more jurisdictions; and if the TLB constitute securities they may be subject to transfer and other restrictions under applicable laws and regulations. c. Purchaser was not formed for the acquisition specific purpose of entering into this Agreement or purchasing the Right, and Purchaser is purchasing the Right for Purchaser's own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Purchaser does not presently intend to, and has not entered into any contract, undertaking, agreement or other arrangement to, sell, grant any participation in or otherwise transfer or distribute this Agreement or the Right. d. Purchaser has such knowledge and experience in technology, financial and business matters that Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Purchaser's financial condition and is able to bear the economic risk of such investment for an indefinite period of time. e. Purchaser has had access, during the course of the Purchased Loanstransactions and prior to Purchaser's execution of this Agreement, except where to all such information as Purchaser has deemed necessary or appropriate and has read and understood the failure Offering Memorandum. f. With the assistance of Xxxxxxxxx's own professional advisors, to do so would the extent that Purchaser has deemed appropriate, Purchaser has made Purchaser's own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Right and the consequences of this Agreement. Purchaser has considered the suitability of the Right as an investment in light of Purchaser's own circumstances and financial condition and Purchaser is able to bear the risks associated with an investment in the Right. g. Purchaser is not reasonably relying on (and will not at any time rely on) Company, any affiliate of Company, any representative of any of the foregoing, or any other person, firm or corporation in making Purchaser's decision to enter into this Agreement and to purchase the Right, it being understood that information and explanations related to the terms and conditions of the Right and the Offering Memorandum shall not be expected considered investment advice or a recommendation to have a Material Adverse Effect purchase the Right. Company has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Right or (ii) made any representation to Purchaser regarding the legality of an investment in the Right under applicable legal investment or similar laws or regulations. In deciding to enter into this Agreement and to purchase the Right, Purchaser is not relying on the advice or recommendations of Company. Purchaser has not relied on any representation, warranty or its ability provision not explicitly stated in this Agreement or the Offering Memorandum; no oral or written statement has been made to perform Purchaser that in any way shall waive, expand or otherwise modify any of the obligations terms or conditions of this Agreement or the disclosures set forth in the Offering Memorandum; and Purchaser expressly waives any reliance on, and any cause of action in connection with, any disclosures or statements not expressly set forth in this AgreementAgreement or the Offering Memorandum. (d) Neither h. Purchaser has complied with all applicable import, re-import, export, re-export control, anti-money laundering laws, regulations guidance and programs, including the execution Export Administration Regulations, International Traffic in Arms Regulations, the USA Patriot Act of 2001, the Bank Secrecy Act and delivery OFAC Regulations and similar governmental laws and regulations in other countries. Purchaser is solely responsible for compliance with such laws related to its purchase of the Right. i. Purchaser has accurately completed the purchaser questionnaire attached as Schedule 1 to this Agreement nor the consummation of the transactions contemplated (assuming receipt of all necessary consents) and shall promptly provide Company with any information requested by it in order to confirm Purchaser's suitability to enter into this Agreement nor compliance with its terms and conditionspurchase the Right, shall conflict with including financial information and residency information and any information required by applicable "Know Your Customer" or result "Anti-Money Laundering" laws and regulations, as they may be promulgated from time to time. Purchaser acknowledges and accepts that Company may refuse or reject any amount for the purchase of Atari Tokens until Purchaser has provided all information and documentation that Company may request pursuant to Schedule 1. j. Purchaser is not a citizen or resident of, is not located in and does not have a primary residence or domicile in the breach United States of America, People's Republic of China, or South Korea. k. Purchaser is not a citizen or resident of, is not located in and does not have a primary residence or constitute a default under, or result domicile in the creation or imposition of any lien, charge or encumbrance of any nature upon the Purchased Loans. (e) Purchaser will not be rendered Insolvent by the consummation of the transactions contemplated herebycountry subject to sanctions under OFAC Regulations. Purchaser is not purchasing a person subject to sanctions under OFAC Regulations or in any Purchased Loan with any intent jurisdiction in which access to or use of cryptocurrency or digital tokens is prohibited by law, decree, regulation, treaty or otherwise. l. Purchaser does not intend to hinder, delay or defraud Company or any other holders of Rights or eventual TLB or engage in any illegal conduct or unlawful activity, including in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities or receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United States or in any jurisdiction where Purchaser is a citizen or resident or is organized or domiciled. m. Purchaser shall promptly provide to Company, upon its request, any information that Company deems necessary to maintain compliance with any applicable laws, regulations or policies of any jurisdiction and to execute such additional documents and agreements as reasonably requested by Company, including documents and agreements required to be executed by all other holders, or prospective holders, of the TLB and all other Purchasers, or prospective Purchasers, of the Right to buy Atari Tokens in the Token Sale. Purchaser acknowledges and agrees that failure to provide any such requested information or documents (including the Token Sale Documents) to Company allows Company to refuse to issue the Right or TLB to Purchaser until the requested information or documents have been provided and Company has determined it is permissible to issue the Right or TLB to Purchaser. In no event shall Purchaser be entitled to a refund of its creditorsPurchase Amount. No TLB shall be issued to Purchaser if Purchaser refuses to provide information or documents requested pursuant to this Section 4(l) or if the information or documents provided indicate that the issuance of such TLB may be a violation of law under the laws of any applicable jurisdiction. (f) No consentn. Without limiting Purchaser's obligations under any applicable confidentiality agreement, approvalPurchaser shall keep the terms of this Agreement confidential and will not disclose its terms to any person or entity, authorizationexcept Purchaser's attorneys, registrationaccountants, filing and advisors, or as may be required by law or order of any a court or governmental or regulatory agency or body is required for the execution, delivery agency. o. Purchaser acknowledges and performance by Purchaser of, or compliance by Purchaser with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization, registration, filing or order is required, Purchaser agrees that it has obtained provided or will obtain it. provide personally identifiable information (g"PII") The to Company in accordance with the terms of this Agreement and has requested that Company use and process the PII in connection with the performance and consummation of the transactions contemplated by this Agreement, including using and processing the execution PII for, and delivery of this Agreement providing the PII to third parties in connection with "Know Your Customer", "Anti Money Laundering" and compliance with investor suitability and accreditation procedures. Purchaser expressly agrees and consents to Company's using and processing the terms of this Agreement PII, and it hereby authorizes Company to use and process the PII, for such purposes. p. Xxxxxxxxx agrees that as Purchaser is sending the Purchase Amount using cryptocurrency and not fiat: i. Purchaser shall not materially conflict withsend any portion of the Purchase Amount directly from a wallet public address that is provided by a cryptocurrency exchange service provider; ii. Purchaser's wallet public address can technically support the receipt, result in a material breach ofstorage and transfer of tokens built on the ERC20 protocol; iii. Purchaser is solely responsible for ensuring that the wallet public address listed on the signature page to receive Atari Tokens is fit to receive Atari Tokens and handle any return or refund functions, constitute a default under or be prohibited by, Purchaser’s charter or other agreement relating which are ERC20 tokens; iv. any failure to its organization, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a party. (h) There is no litigation or action at law or in equity pending or, comply with these requirements may lead to the best loss of Purchaser’s knowledge, threatened against all or a portion of the Purchase Amount; and v. Purchaser and no proceeding or investigation of any kind is pending or, solely responsible for ensuring such payment in cryptocurrency is successfully delivered to the best of Purchaser’s knowledge, threatened in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate the transactions contemplated herebyCompany's designated wallet. (i) Purchaser will not utilize Non-Public Borrower Data in any manner prohibited by the terms of Section 6.4.

Purchaser Representations, Warranties and Covenants. As of the date hereof and as of each Purchase Date, Purchaser hereby covenantsrepresents, represents warrants and warrants thatcovenants to Company as follows: (a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking laws. (b) a. Purchaser has all requisite corporate the full legal capacity, power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and therebyhereunder. This Agreement has been duly constitutes, and validly each other transaction document when executed and delivered by Purchaser and is will constitute, a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and insolvency, or other similar laws of general application to or affecting the enforcement of creditors’ ' rights generally and by general principles of equity. (c) b. Purchaser has all material qualificationsbeen advised that this Agreement is a security and that the offers and sales of this Agreement have not been registered under any country's securities laws and, therefore, this Agreement cannot be resold except in compliance with the applicable country's laws. Purchaser further acknowledges and agrees that the regulatory permissions and/or licenses necessary status of the Atari Tokens is uncertain and depends on a number of factors, including factors outside of Company's control; at the time of the Token Sale, the Atari Tokens may constitute securities and not utility tokens under the applicable laws and regulations of one or more jurisdictions; and if the Atari Tokens constitute securities they may be subject to transfer and other restrictions under applicable laws and regulations. c. Purchaser was not formed for the acquisition specific purpose of entering into this Agreement or purchasing the Right, and Purchaser is purchasing the Right for Purchaser's own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Purchaser does not presently intend to, and has not entered into any contract, undertaking, agreement or other arrangement to, sell, grant any participation in or otherwise transfer or distribute this Agreement or the Right. d. Purchaser has such knowledge and experience in technology, financial and business matters that Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Purchaser's financial condition and is able to bear the economic risk of such investment for an indefinite period of time. e. Purchaser has had access, during the course of the Purchased Loanstransactions and prior to Purchaser's execution of this Agreement, except where to all such information as Purchaser has deemed necessary or appropriate and has read and understood the failure Offering Memorandum. f. With the assistance of Purchaser's own professional advisors, to do so would the extent that Purchaser has deemed appropriate, Purchaser has made Purchaser's own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Right and the consequences of this Agreement. Purchaser has considered the suitability of the Right as an investment in light of Purchaser's own circumstances and financial condition and Purchaser is able to bear the risks associated with an investment in the Right. g. Purchaser is not reasonably relying on (and will not at any time rely on) Company, any affiliate of Company, any representative of any of the foregoing, or any other person, firm or corporation in making Purchaser's decision to enter into this Agreement and to purchase the Right, it being understood that information and explanations related to the terms and conditions of the Right and the Offering Memorandum shall not be expected considered investment advice or a recommendation to have a Material Adverse Effect purchase the Right. Company has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Right or (ii) made any representation to Purchaser regarding the legality of an investment in the Right under applicable legal investment or similar laws or regulations. In deciding to enter into this Agreement and to purchase the Right, Purchaser is not relying on the advice or recommendations of Company. Purchaser has not relied on any representation, warranty or its ability provision not explicitly stated in this Agreement or the Offering Memorandum; no oral or written statement has been made to perform Purchaser that in any way shall waive, expand or otherwise modify any of the obligations terms or conditions of this Agreement or the disclosures set forth in the Offering Memorandum; and Purchaser expressly waives any reliance on, and any cause of action in connection with, any disclosures or statements not expressly set forth in this AgreementAgreement or the Offering Memorandum. (d) Neither h. Purchaser has complied with all applicable import, re-import, export, re-export control, anti-money laundering laws, regulations guidance and programs, including the execution Export Administration Regulations, International Traffic in Arms Regulations, the USA Patriot Act of 2001, the Bank Secrecy Act and delivery OFAC Regulations and similar governmental laws and regulations in other countries. Purchaser is solely responsible for compliance with such laws related to its purchase of the Right. i. Purchaser has accurately completed the purchaser questionnaire attached as Schedule 1 to this Agreement nor the consummation of the transactions contemplated (assuming receipt of all necessary consents) and shall promptly provide Company with any information requested by it in order to confirm Purchaser's suitability to enter into this Agreement nor compliance with its terms and conditionspurchase the Right, shall conflict with including financial information and residency information and any information required by applicable "Know Your Customer" or result "Anti-Money Laundering" laws and regulations, as they may be promulgated from time to time. Purchaser acknowledges and accepts that Company may refuse or reject any amount for the purchase of Atari Tokens until Purchaser has provided all information and documentation that Company may request pursuant to Schedule 1. j. Purchaser is not a citizen or resident of, is not located in and does not have a primary residence or domicile in the breach United States of America, People's Republic of China, or South Korea. k. Purchaser is not a citizen or resident of, is not located in and does not have a primary residence or constitute a default under, or result domicile in the creation or imposition of any lien, charge or encumbrance of any nature upon the Purchased Loans. (e) Purchaser will not be rendered Insolvent by the consummation of the transactions contemplated herebycountry subject to sanctions under OFAC Regulations. Purchaser is not purchasing a person subject to sanctions under OFAC Regulations or in any Purchased Loan with any intent jurisdiction in which access to or use of cryptocurrency or digital tokens is prohibited by law, decree, regulation, treaty or otherwise. l. Purchaser does not intend to hinder, delay or defraud Company or any other holders of Rights or eventual Atari Tokens or engage in any illegal conduct or unlawful activity, including in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities or receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United States or in any jurisdiction where Purchaser is a citizen or resident or is organized or domiciled. m. Purchaser shall promptly provide to Company, upon its request, any information that Company deems necessary to maintain compliance with any applicable laws, regulations or policies of any jurisdiction and to execute such additional documents and agreements as reasonably requested by Company, including documents and agreements required to be executed by all other holders, or prospective holders, of the Atari Tokens and all other Purchasers, or prospective Purchasers, of the Right to buy Atari Tokens in the Token Sale. Purchaser acknowledges and agrees that failure to provide any such requested information or documents (including the Token Sale Documents) to Company allows Company to refuse to issue the Right or Atari Tokens to Purchaser until the requested information or documents have been provided and Company has determined it is permissible to issue the Right or Atari Tokens to Purchaser. In no event shall Purchaser be entitled to a refund of its creditorsPurchase Amount. No Atari Tokens shall be issued to Purchaser if Purchaser refuses to provide information or documents requested pursuant to this Section 4(l) or if the information or documents provided indicate that the issuance of such Atari Tokens may be a violation of law under the laws of any applicable jurisdiction. (f) No consentn. Without limiting Purchaser's obligations under any applicable confidentiality agreement, approvalPurchaser shall keep the terms of this Agreement confidential and will not disclose its terms to any person or entity, authorizationexcept Purchaser's attorneys, registrationaccountants, filing and advisors, or as may be required by law or order of any a court or governmental or regulatory agency or body is required for the execution, delivery agency. o. Purchaser acknowledges and performance by Purchaser of, or compliance by Purchaser with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization, registration, filing or order is required, Purchaser agrees that it has obtained provided or will obtain it. provide personally identifiable information (g"PII") The to Company in accordance with the terms of this Agreement and has requested that Company use and process the PII in connection with the performance and consummation of the transactions contemplated by this Agreement, including using and processing the execution PII for, and delivery of this Agreement providing the PII to third parties in connection with "Know Your Customer", "Anti Money Laundering" and compliance with investor suitability and accreditation procedures. Purchaser expressly agrees and consents to Company's using and processing the terms of this Agreement PII, and it hereby authorizes Company to use and process the PII, for such purposes. p. Purchaser agrees that as Purchaser is sending the Purchase Amount using cryptocurrency and not fiat: i. Purchaser shall not materially conflict withsend any portion of the Purchase Amount directly from a wallet public address that is provided by a cryptocurrency exchange service provider; ii. Purchaser's wallet public address can technically support the receipt, result in a material breach ofstorage and transfer of tokens built on the ERC20 protocol; iii. Purchaser is solely responsible for ensuring that the wallet public address listed on the signature page to receive Atari Tokens is fit to receive Atari Tokens and handle any return or refund functions, constitute a default under or be prohibited by, Purchaser’s charter or other agreement relating which are ERC20 tokens; iv. any failure to its organization, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a party. (h) There is no litigation or action at law or in equity pending or, comply with these requirements may lead to the best loss of Purchaser’s knowledge, threatened against all or a portion of the Purchase Amount; and v. Purchaser and no proceeding or investigation of any kind is pending or, solely responsible for ensuring such payment in cryptocurrency is successfully delivered to the best of Purchaser’s knowledge, threatened in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate the transactions contemplated herebyCompany's designated wallet. (i) Purchaser will not utilize Non-Public Borrower Data in any manner prohibited by the terms of Section 6.4.

Purchaser Representations, Warranties and Covenants. As of the date hereof Effective Date and as of each Purchase Date, Purchaser hereby covenants, represents and warrants that: (a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing with every regulatory body having jurisdiction over its activities of Purchaser, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser. If Purchaser is a Bank, (i) Purchaser is chartered under U.S. federal or state banking laws, or (ii) Purchaser is a foreign depository institution that will act for purposes of this Agreement solely through United States branches that are subject to U.S. federal or state banking laws. (b) Purchaser has all requisite corporate power and authority to own its properties, carry on its business as and where now being conducted, execute and deliver this Agreement and the agreements to which it is or will become a party as contemplated by this Agreement, perform all its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Purchaser and is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) Purchaser has all material qualifications, regulatory permissions and/or licenses necessary for the acquisition of the Purchased Loans, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on Purchaser or its ability to perform the obligations set forth in this AgreementPurchaser. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated (assuming receipt of all necessary consents) by this Agreement nor compliance with its terms and conditions, shall conflict with or result in the breach of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature (except pursuant to a financing transaction with respect to the Purchased Loans entered into by Purchaser) upon the Purchased LoansLoans unless otherwise agreed between the Parties in writing. (e) Purchaser will not be rendered Insolvent by the consummation of the transactions contemplated hereby. Purchaser is not purchasing any Purchased Loan with any intent to hinder, delay or defraud any of its creditors. (f) No consent, approval, authorization, registration, filing or order of any court or governmental or regulatory agency or body is required for the execution, delivery and performance by Purchaser of, or compliance by Purchaser with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization, registration, filing or order is required, Purchaser has obtained or will obtain it. (g) The consummation of the transactions contemplated by this Agreement, the execution and delivery of this Agreement and compliance with the terms of this Agreement shall not materially conflict with, result in a material breach of, constitute a default under or be prohibited by, Purchaser’s charter or other agreement relating to its organization, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which it is a party. (h) There is no litigation or action at law or in equity pending or, to the best of Purchaser’s knowledge, threatened against Purchaser and no proceeding or investigation of any kind is pending or, to the best of Purchaser’s knowledge, threatened in writing, by any federal, state or local governmental or administrative body against Purchaser that would reasonably be expected to have a Material Adverse Effect on Purchaser’s ability to purchase the Purchased Loans or Purchaser’s ability to consummate the transactions contemplated hereby. (i) Purchaser will not utilize Non-Public Borrower Data in any manner prohibited by the terms of Section 6.46.2. (j) Upon Seller’s request, Purchaser shall provide to Seller all necessary withholding and related tax documentation as required for the transactions contemplated hereunder. Purchaser shall bear and be solely responsible for its tax liability (including making all determinations of such liability and any positions related thereto) without any reliance on Seller. (k) If Purchaser plans or intends to sell, assign, transfer, pledge, hypothecate or otherwise dispose of Purchased Loan(s) or any other rights under this Agreement relating to the Purchased Loans, Purchaser will only use Seller’s publicly available information to describe Seller and its products (including the Purchased Loans) in any such solicitation. Purchaser shall otherwise obtain Seller’s prior written consent with respect to any additional descriptions, information or materials concerning or relating to Seller and its products (including the Purchased Loans) in any such solicitation.