Common use of Purchaser Representations Clause in Contracts

Purchaser Representations. Purchaser hereby represents and warrants to the Insider that: (a) Purchaser, in making the decision to purchase the Purchased Shares and receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of the Company’s officers, directors, partners or employees or any other representatives or agents, other than the representations made by the Insider in Section 5 of this Agreement. (b) This Agreement has been validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Purchaser is a party which would prevent the Purchaser from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Purchaser is subject. (c) The Purchaser acknowledges that an investment in the Company involves certain significant risks and that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Purchaser’s own legal counsel and investment and tax advisors. The Purchaser has considered the suitability of an investment in the Company in light of its own circumstances and financial condition and is able to bear the risks associated with an investment in the Company. (d) The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Company. (e) The Founder Shares have not been registered under the Securities Act, or any state securities act, and are being issued on the basis of exemptions from registration under the Securities Act and applicable state securities acts. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the Purchaser’s representations and warranties set forth herein. The Purchaser acknowledges and hereby agrees that such Founder Shares will not be transferable under any circumstances unless registered in accordance with federal and state securities laws or an available exemption under such laws. Accordingly, the Purchaser hereby acknowledges that there can be no assurance that the Purchaser will be able to liquidate its investment in the Founder Shares. (f) The Purchaser has been given the opportunity (i) to ask questions of and receive answers from the Company and its designated representatives concerning the Company, Lxxxxxx and the business and financial condition of the Company and Lxxxxxx as it has deemed necessary or advisable to evaluate the merits and risks of an investment in the Company and (ii) to obtain any additional information that is necessary to assist the Purchaser in evaluating the advisability of an investment in the Company. The Purchaser confirms that the Company has not (1) 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 Company or (2) made any representation to the Purchaser regarding the legality of an investment in the Company under applicable legal investment or similar laws or regulations. (g) The Purchaser is investing in the Company for its own account for investment purposes, not as nominees or agents for other persons or entities and not with a view to, or for offer or sale in connection with, any distribution thereof. The Purchaser does not have a present intention to sell any of the Purchased Shares or Founder Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of such shares to or through any person or entity.

Purchaser Representations. In connection with the purchase of the Stock, Purchaser hereby represents and warrants to the Insider thatCompany the following: (a) Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on Purchaser, in making 's part required for the decision to purchase the Purchased Shares lawful execution and receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of the Company’s officers, directors, partners or employees or any other representatives or agents, other than the representations made by the Insider in Section 5 delivery of this Agreement. (b) This Agreement has been validly authorized, executed and delivered by or will be effectively taken prior to the Purchaser and, assuming the due authorization, Closing. Upon its execution and delivery thereof by the other party heretodelivery, is this Agreement will be a valid and binding agreement obligation of Purchaser, enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Purchaser is a party which would prevent the Purchaser from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Purchaser is subject. (cb) The Purchaser acknowledges that an investment in is aware of the Company involves certain significant risks and that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Purchaser’s own legal counsel and investment and tax advisors. The Purchaser has considered the suitability of an investment in the Company in light of its own circumstances Company's business affairs and financial condition and is able has acquired sufficient information about the Company to bear reach an informed and knowledgeable decision to acquire the risks associated with an investment in Stock and the Company. (d) The Option Stock. Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under purchasing the Securities Act of 1933Stock and Option Stock, as amended (the “Securities Act”) and has such knowledgeif any, skill and experience in business, financial and for investment matters that it is capable of evaluating the merits and risks of an investment in the Company. (e) The Founder Shares have not been registered under the Securities Act, or any state securities act, and are being issued on the basis of exemptions from registration under the Securities Act and applicable state securities acts. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the for Purchaser’s representations and warranties set forth herein. The Purchaser acknowledges and hereby agrees that such Founder Shares will not be transferable under any circumstances unless registered in accordance with federal and state securities laws or an available exemption under such laws. Accordingly, the Purchaser hereby acknowledges that there can be no assurance that the Purchaser will be able to liquidate its investment in the Founder Shares. (f) The Purchaser has been given the opportunity (i) to ask questions of and receive answers from the Company and its designated representatives concerning the Company, Lxxxxxx and the business and financial condition of the Company and Lxxxxxx as it has deemed necessary or advisable to evaluate the merits and risks of an investment in the Company and (ii) to obtain any additional information that is necessary to assist the Purchaser in evaluating the advisability of an investment in the Company. The Purchaser confirms that the Company has not (1) 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 Company or (2) made any representation to the Purchaser regarding the legality of an investment in the Company under applicable legal investment or similar laws or regulations. (g) The Purchaser is investing in the Company for its 's own account for investment purposes, not as nominees or agents for other persons or entities only and not with a view to, or for offer or sale resale in connection with, any distribution thereof. The Purchaser does not have a present intention to sell any "distribution" thereof within the meaning of the Purchased Shares Act. (c) Purchaser understands that the Stock and Option Stock, if any, have not been registered under the Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. (d) Purchaser further acknowledges and understands that the Stock and Option Stock, if any, must be held indefinitely unless it is subsequently registered under the Act or Founder Sharesan exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the Stock or Option Stock. Purchaser understands that the certificate evidencing the Stock and the Option Stock will be imprinted with a legend which prohibits its transfer unless it is registered or such registration is not required in the opinion of counsel for the Company. (e) Purchaser is familiar with the provisions of Rule 144, nor a present arrangement under the Act, as in effect from time to time, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (whether or not legally binding) or intention to effect any distribution of any from an affiliate of such shares issuer), in a non-public offering subject to or through any person or entity.the satisfaction of certain conditions including, among other things: (i) the availability of

Purchaser Representations. Purchaser hereby represents and warrants to the Insider that: (a) PurchaserThe Purchaser has full legal capacity, in making power and authorizations to conclude and execute the decision Agreement and to purchase perform its obligations under the Purchased Shares and receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of the Company’s officers, directors, partners or employees or any other representatives or agents, other than the representations made by the Insider in Section 5 of this Agreement. (b) This . The Agreement has been validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the other party hereto, is constitutes a valid and binding agreement commitment of the Purchaser, enforceable in accordance with its terms, subject to the general principles terms and conditions of equity the Agreement. b) The Purchaser is aware that the Agreement may be classified as securities in certain jurisdictions and to bankruptcy or other laws affecting that the enforcement offer and sale of creditors’ rights generallythe Agreement have not been registered in accordance with the Securities Act in any country and therefore it may not be resold unless they are in accordance with applicable law of the country. The executionPurchaser concludes the Agreement on his/her own account, delivery not as a proxy or agent, and performance not for the purpose or with the intention of this Agreement by resale in connection with the Purchaser does not and will not conflict withpayment from the Agreement, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which as well as the Purchaser is a party which would prevent the Purchaser currently not intending to sell, grant any participation or otherwise make payments from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Purchaser is subject. (c) The Purchaser acknowledges that an investment in the Company involves certain significant risks and that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Purchaser’s own legal counsel and investment and tax advisorstitle. The Purchaser has considered such knowledge and experience in financial and business matters that he/she is able to assess the suitability advantages and risks of an investment in the Company in light of its own circumstances and such purchase, is able to bear a total loss without prejudice to his/her financial condition and is able to bear the risks associated with an investment in economic risk of such purchase indefinitely. c) The Purchaser does not refer to any advice or recommendations (written or oral) of the Company. The Purchaser concludes the Agreement on the basis of his/her own judgment and upon the advice of such professional advisers whom he/she considers necessary to consult with. (d) The Purchaser is an “accredited investor” as defined aware that the conclusion of the Agreement and the purchase of Tokens on the grounds of the Agreement may give rise to tax obligations or other public law obligations in Rule 501 some jurisdictions. The Purchaser himself/herself is obliged to verify the existence of Regulation D under such obligations and the Securities Act manner of 1933, as amended (the “Securities Act”) and has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Companyits payment to a competent authority. The Company does not render tax advisory services. (e) The Founder Shares have not been registered Company will accept payment for the Right acquired under the Securities ActAgreement in BUSD, or any state securities actUSDT, BNB, Bitcoin and are being issued on the basis of exemptions from registration under the Securities Act and applicable state securities acts. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the Purchaser’s representations and warranties set forth hereinEthereum. The Purchaser acknowledges and hereby agrees that such Founder Shares will not be transferable under any circumstances unless registered make the required payment to the Company in exchange for the acquisition of the Right in accordance with federal and state securities laws or an available exemption under such laws. Accordinglythe Agreement pursuant to the procedures set out in Exhibit A to the Agreement. f) For the purposes of the Agreement, the Purchaser hereby acknowledges that there can value of the Purchase Amount will be no assurance that expressed in USD irrespective of whether the Purchaser will be able to liquidate its investment make a payment in BUSD, USDT, BNB, Bitcoin or Ethereum valued at the Founder Shares. (f) The Purchaser has been given the opportunity (i) to ask questions of and receive answers from the Company and its designated representatives concerning the Company, Lxxxxxx and the business and financial condition of the Company and Lxxxxxx as it has deemed necessary or advisable to evaluate the merits and risks of an investment in the Company and (ii) to obtain any additional information that is necessary to assist the Purchaser in evaluating the advisability of an investment in the CompanyApplicable Exchange Rate for USD. The Purchaser confirms that term “Applicable Exchange Rate” means the Company has not (1) given any guarantee or representation as to average USD exchange rate on the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in day the Company or (2) made any representation offer is presented to the Purchaser regarding the legality of an investment in the Company under applicable legal investment or similar laws or regulationsat 00:00 AM GMT. (g) The Purchaser is investing in the Company for its own account for investment purposes, not as nominees or agents for other persons or entities and not with a view to, or for offer or sale in connection with, any distribution thereof. The Purchaser does not have a present intention to sell any of the Purchased Shares or Founder Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of such shares to or through any person or entity.

Purchaser Representations. In connection with the purchase of the Stock, Purchaser hereby represents and warrants to the Insider thatCompany the following: (a) Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All action on Purchaser, in making 's part required for the decision to purchase the Purchased Shares lawful execution and receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of the Company’s officers, directors, partners or employees or any other representatives or agents, other than the representations made by the Insider in Section 5 delivery of this Agreement. (b) This Agreement has been validly authorized, executed and delivered by or will be effectively taken prior to the Purchaser and, assuming the due authorization, Closing. Upon its execution and delivery thereof by the other party heretodelivery, is this Agreement will be a valid and binding agreement obligation of Purchaser, enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Purchaser is a party which would prevent the Purchaser from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Purchaser is subject. (cb) The Purchaser acknowledges that an investment in is aware of the Company involves certain significant risks and that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Purchaser’s own legal counsel and investment and tax advisors. The Purchaser has considered the suitability of an investment in the Company in light of its own circumstances Company's business affairs and financial condition and is able has acquired sufficient information about the Company to bear reach an informed and knowledgeable decision to acquire the risks associated with an investment in Stock and the Company. (d) The Option Stock. Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under purchasing the Securities Act of 1933Stock and Option Stock, as amended (the “Securities Act”) and has such knowledgeif any, skill and experience in business, financial and for investment matters that it is capable of evaluating the merits and risks of an investment in the Company. (e) The Founder Shares have not been registered under the Securities Act, or any state securities act, and are being issued on the basis of exemptions from registration under the Securities Act and applicable state securities acts. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the for Purchaser’s representations and warranties set forth herein. The Purchaser acknowledges and hereby agrees that such Founder Shares will not be transferable under any circumstances unless registered in accordance with federal and state securities laws or an available exemption under such laws. Accordingly, the Purchaser hereby acknowledges that there can be no assurance that the Purchaser will be able to liquidate its investment in the Founder Shares. (f) The Purchaser has been given the opportunity (i) to ask questions of and receive answers from the Company and its designated representatives concerning the Company, Lxxxxxx and the business and financial condition of the Company and Lxxxxxx as it has deemed necessary or advisable to evaluate the merits and risks of an investment in the Company and (ii) to obtain any additional information that is necessary to assist the Purchaser in evaluating the advisability of an investment in the Company. The Purchaser confirms that the Company has not (1) 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 Company or (2) made any representation to the Purchaser regarding the legality of an investment in the Company under applicable legal investment or similar laws or regulations. (g) The Purchaser is investing in the Company for its 's own account for investment purposes, not as nominees or agents for other persons or entities only and not with a view to, or for offer or sale resale in connection with, any distribution thereof"DISTRIBUTION" thereof within the meaning of the Act. (c) Purchaser understands that the Stock and Option Stock, if any, have not been registered under the Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. (d) Purchaser further acknowledges and understands that the Stock and Option Stock, if any, must be held indefinitely unless it is subsequently registered under the Act or an exemption from such registration is available. The Purchaser does further acknowledges and understands that the Company is under no obligation to register the Stock or Option Stock. Purchaser understands that the certificate evidencing the Stock and the Option Stock will be imprinted with a legend which prohibits its transfer unless it is registered or such registration is not have required in the opinion of counsel for the Company. (e) Purchaser is familiar with the provisions of Rule 144, under the Act, as in effect from time to time, which, in substance, permits limited public resale of "RESTRICTED SECURITIES" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a present intention non-public offering subject to the satisfaction of certain conditions including, among other things: (i) availability of certain public information about the Company and (ii) the resale occurring following the required holding period under Rule 144 after the Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell any the Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Purchased Shares or Founder Shares, nor Stock under Rule 144 even if the minimum holding period requirement had been satisfied. (g) Purchaser is a present arrangement (whether or not legally binding) or intention to effect any distribution of any of such shares to or through any person or entity"QUALIFIED INSTITUTIONAL BUYER" as that term is defined in Rule 144A under the Act.

Purchaser Representations. Purchaser hereby represents and warrants to the Insider that: (a) PurchaserThe Purchaser has full legal capacity, in making the decision power and authority to purchase the Purchased Shares execute and receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of the Company’s officers, directors, partners or employees or any other representatives or agents, other than the representations made by the Insider in Section 5 of deliver this Agreement. (b) instrument and to perform its obligations hereunder. This Agreement has been validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a instrument constitutes valid and binding agreement obligation of the Purchaser, enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally. The execution, delivery generally and performance general principles of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Purchaser is a party which would prevent the Purchaser from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Purchaser is subjectequity. (c) The Purchaser acknowledges that an investment in the Company involves certain significant risks and that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Purchaser’s own legal counsel and investment and tax advisors. The Purchaser has considered the suitability of an investment in the Company in light of its own circumstances and financial condition and is able to bear the risks associated with an investment in the Company. (db) The Purchaser is an “accredited investor” investor as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and . The Purchaser has such knowledge, skill and experience in business, financial and investment matters been advised that it is capable of evaluating the merits and risks of an investment in the Company. (e) The Founder Shares have this instrument has not been registered under the Securities Act, or any U.S. state securities actlaws and, and are being issued on the basis of exemptions from registration therefore, cannot be transferred unless registered under the Securities Act and applicable state securities acts. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the Purchaser’s representations and warranties set forth herein. The Purchaser acknowledges and hereby agrees that such Founder Shares will not be transferable under any circumstances unless registered in accordance with federal and U.S. state securities laws or unless an available exemption under from such laws. Accordingly, the Purchaser hereby acknowledges that there can be no assurance that the Purchaser will be able to liquidate its investment in the Founder Shares. (f) The Purchaser has been given the opportunity (i) to ask questions of and receive answers from the Company and its designated representatives concerning the Company, Lxxxxxx and the business and financial condition of the Company and Lxxxxxx as it has deemed necessary or advisable to evaluate the merits and risks of an investment in the Company and (ii) to obtain any additional information that registration requirements is necessary to assist the Purchaser in evaluating the advisability of an investment in the Companyavailable. The Purchaser confirms that the Company has not (1) 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 Company or (2) made any representation to the Purchaser regarding the legality of an investment in the Company under applicable legal investment or similar laws or regulations. (g) The Purchaser is investing in the Company purchasing this instrument for its own account for investment purposesinvestment, not as nominees a nominee or agents for other persons or entities agent, and not with a view to, or for offer or sale resale in connection with, any the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of entering into this TPA and of purchasing Tokens. (d) The Purchaser represents that it has adequate information on which to base its decision to purchase Tokens through this instrument and that the Purchaser has made and will make such investigation as Purchaser deems necessary or appropriate in connection with this TPA and the purchase of Tokens through this TPA. The Purchaser understands that information regarding the Tokens, the Network Launch and the Opu Platform may change from time to time or even become obsolete, that the Company is under no obligation to update any information provided to Purchaser, and that Purchaser is solely responsible for obtaining all such information at such times as Purchaser requires in making Purchaser’s decisions under this TPA. Except for the express representations and warranties of the Company under this instrument, the Company makes no, and the Purchaser is not have relying upon any, representation or warranty, express or implied, of any kind. (e) The Purchaser’s entry into this TPA complies with applicable laws and regulations in the Purchaser’s jurisdiction. (f) The Purchaser understands that the Purchaser bears sole responsibility for any taxes as a present intention result of the matters and transactions the subject of this instrument, and any future acquisition, ownership, use, sale or other disposition of Tokens held by the Purchaser. To the extent permitted by law, the Purchaser agrees to sell indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Purchased Shares Company that result from the delivery of Tokens to the Purchaser pursuant to Section 1(a) of this instrument) associated with or Founder Sharesarising from the Purchaser’s purchase of Tokens hereunder, nor or the use or ownership of Tokens. (g) The Purchaser is not (i) a present arrangement citizen or resident of a geographic area in which use of cryptographic tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act, (whether ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. If the Purchaser’s country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately notify Company. (h) The Purchaser will not legally bindinguse the Tokens in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, use of the Tokens in connection with transactions that violate U.S. federal or state securities or commodity laws. (i) or intention to effect any The Purchaser understands there is no guarantee that a Network Launch and distribution of Tokens will occur at any particular time or at all. (j) The Purchaser will at all times maintain control of the Purchaser’s wallet where any Tokens are stored, and the Purchaser will not share or disclose the account credentials associated with such wallet with any other party. If the Purchaser transfers Tokens into another wallet or vault, the Purchaser will likewise at all times maintain control of such shares to other wallet or through vault, and will not share or disclose the account credentials associated with such other wallet or vault with any person or entityother party.

Purchaser Representations. The Purchaser hereby represents represents, warrants and warrants covenants to the Insider thatSeller that as of the related Closing Date: (a) PurchaserThe Purchaser is an entity duly organized, validly existing and in making good standing under the decision laws of its jurisdiction of organization, and has all licenses necessary to purchase carry on its business now being conducted and is licensed, qualified and in good standing under the Purchased Shares laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification; no demand for such qualification has been made upon the Purchaser by any state having jurisdiction and receive in any event the Founder Shares from Purchaser is or will be in compliance with the Insider, has not relied upon laws of any oral or written representations or assurances from such state to the Insider or any of the Company’s officers, directors, partners or employees or any other representatives or agents, other than the representations made by the Insider in Section 5 of this Agreementextent necessary to enforce each Mortgage Loan. (b) This Agreement The Purchaser had the full power and authority and legal right to acquire the Mortgage Loans that it acquired. The Purchaser has been validly authorizedthe full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Purchaser has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered by the Purchaser andthis Agreement, and this Agreement, assuming the due authorization, execution and delivery thereof by the other party heretoSeller, is constitutes a legal, valid and binding agreement obligation of the Purchaser, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, receivership, conservatorship, insolvency, moratorium and other laws relating to or affecting creditors’ rights generally or the rights of creditors of banks and to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of, constitute a default under, or result (whether such enforceability is considered in a violation of (i) any agreement, contract proceeding in equity or instrument to which the Purchaser is a party which would prevent the Purchaser from performing its obligations hereunder or (ii) any at law, statute, rule or regulation to which the Purchaser is subject.); (c) The Purchaser acknowledges that an investment in the Company involves certain significant risks and does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (d) The Purchaser has had the opportunity not dealt with any broker or agent or anyone else who might be entitled to review a fee or commission in connection with this Agreement and transaction. (e) The consummation of the transactions contemplated by this Agreement with the Purchaser’s own legal counsel and investment and tax advisors. The Purchaser has considered the suitability of an investment is in the Company in light ordinary course of its own circumstances and financial condition and is able to bear the risks associated with an investment in the Company. (d) The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Company. (e) The Founder Shares have not been registered under the Securities Act, or any state securities act, and are being issued on the basis of exemptions from registration under the Securities Act and applicable state securities acts. Reliance on such exemptions, where applicable, is predicated in part on the accuracy business of the Purchaser’s representations and warranties set forth herein. The Purchaser acknowledges and hereby agrees that such Founder Shares will not be transferable under any circumstances unless registered in accordance with federal and state securities laws or an available exemption under such laws. Accordingly, the Purchaser hereby acknowledges that there can be no assurance that the Purchaser will be able to liquidate its investment in the Founder Shares. (f) The Purchaser has been given the opportunity (i) to ask questions of and receive answers from the Company and its designated representatives concerning the Company, Lxxxxxx and the business and financial condition of the Company and Lxxxxxx as it has deemed necessary or advisable to evaluate the merits and risks of an investment in the Company and (ii) to obtain any additional information that is necessary to assist the Purchaser in evaluating the advisability of an investment in the Company. The Purchaser confirms that the Company has not (1) 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 Company or (2) made any representation to the Purchaser regarding the legality of an investment in the Company under applicable legal investment or similar laws or regulations. (g) The Purchaser is investing in the Company for its own account for investment purposes, not as nominees or agents for other persons or entities and not with a view to, or for offer or sale in connection with, any distribution thereof. The Purchaser does not have a present intention to sell any of the Purchased Shares or Founder Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of such shares to or through any person or entity.

Purchaser Representations. Purchaser hereby represents and warrants to the Insider that: (a) PurchaserThe Purchaser has full legal capacity, in making power and authorizations to conclude and execute the decision Agreement and to purchase perform its obligations under the Purchased Shares and receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of the Company’s officers, directors, partners or employees or any other representatives or agents, other than the representations made by the Insider in Section 5 of this Agreement. (b) This . The Agreement has been validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the other party hereto, is constitutes a valid and binding agreement commitment of the Purchaser, enforceable in accordance with its terms, subject to the general principles terms and conditions of equity the Agreement. b) The Purchaser is aware that the Agreement may be classified as securities in certain jurisdictions and to bankruptcy or other laws affecting that the enforcement offer and sale of creditors’ rights generallythe Agreement have not been registered in accordance with the Securities Act in any country and therefore it may not be resold unless they are in accordance with applicable law of the country. The executionPurchaser concludes the Agreement on hi s/her own account, delivery not as a proxy or agent, and performance not for the purpose or with the intention of this Agreement by resale in connection with the Purchaser does not and will not conflict withpayment from the Agreement, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which as well as the Purchaser is a party which would prevent the Purchaser currently not intending to sell, grant any participation or otherwise make payments from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Purchaser is subject. (c) The Purchaser acknowledges that an investment in the Company involves certain significant risks and that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Purchaser’s own legal counsel and investment and tax advisorstitle. The Purchaser has considered such knowledge and experience in financial and business matters that he/she is able to assess the suitability advantages and risks of an investment in the Company in light of its own circumstances and such purchase, is able to bear a total loss without prejudice to his/her financial condition and is able to bear the risks associated with an investment in economic risk of such purchase indefinitely. c) The Purchaser does not refer to any advice or recommendations (written or oral) of the Company. The Purchaser concludes the Agreement on the basis of his/her own judgment and upon the advice of such professional advisers whom he/she considers necessary to consult with. (d) The Purchaser is an “accredited investor” as defined aware that the conclusion of the Agreement and the purchase of Tokens on the grounds of the Agreement may give rise to tax obligations or other public law obligations in Rule 501 some jurisdictions. The Purchaser xxxxxx f/herself is obliged to verify the existence of Regulation D under such obligations and the Securities Act manner of 1933, as amended (the “Securities Act”) and has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Companyits payment to a competent authority. The Company does not render tax advisory services. (e) The Founder Shares have not been registered Company will accept payment for the Right acquired under the Securities ActAgreement in USD , or any state securities actEUR, PLN, Bitcoin and are being issued on the basis of exemptions from registration under the Securities Act and applicable state securities acts. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the Purchaser’s representations and warranties set forth hereinEthereum. The Purchaser acknowledges and hereby agrees that such Founder Shares will not be transferable under any circumstances unless registered make the required payment to the Company in exchange for the acquisition of the Right in accordance with federal and state securities laws or an available exemption under such laws. Accordinglythe Agreement pursuant to the procedures set out in Exhibit A to the Agreement. f) For the purposes of the Agreement, the Purchaser hereby acknowledges that there can value of the Purchase Amount will be no assurance that expressed in USD irrespective of whether the Purchaser will be able to liquidate its investment make a payment in PLN, EUR, Bitcoin or Ethereum valued at the Founder Shares. (f) Applicable Exchange Rate for USD. The Purchaser has been given term “Applicable Exchange Rate” means the opportunity (i) to ask questions of and receive answers from average USD exchange rate announced by the Company and its designated representatives concerning the Company, Lxxxxxx and the business and financial condition central national bank of the Company and Lxxxxxx as it has deemed necessary or advisable to evaluate Republic of Poland – the merits and risks National Bank of an investment in Poland on the Company and (ii) to obtain any additional information that day the offer is necessary to assist the Purchaser in evaluating the advisability of an investment in the Company. The Purchaser confirms that the Company has not (1) given any guarantee or representation as presented to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Company or (2) made any representation to the Purchaser regarding the legality of an investment in the Company under applicable legal investment or similar laws or regulationsPurchaser. (g) The Purchaser is investing in the Company for its own account for investment purposes, not as nominees or agents for other persons or entities and not with a view to, or for offer or sale in connection with, any distribution thereof. The Purchaser does not have a present intention to sell any of the Purchased Shares or Founder Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of such shares to or through any person or entity.