Common use of Purchaser Representations and Warranties Clause in Contracts

Purchaser Representations and Warranties. Each Purchaser, severally and not jointly, represents and warrants with respect to itself to the Company as follows: (a) Such Purchaser has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased Shares. (b) The Purchased Shares are being acquired for such Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities Laws. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Shares. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares. (d) Such Purchaser is able to bear the economic risk of its investment in the Purchased Shares for an indefinite period of time because the Purchased Shares have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Shares being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased Shares. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Shares other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend.

Purchaser Representations and Warranties. Each PurchaserPurchaser acknowledges that the Shares have not been registered under the Securities Act of 1933, severally and not jointlyas amended, (the “Act”) in reliance upon certain exemptions from registration under the Act. In this connection, Purchaser represents and warrants with respect to itself to the Company as follows: (a) Such Purchaser either has a preexisting personal or business relationship with the full power and authority to execute and deliver this Agreement and to perform all Company or its officers, directors or controlling persons or by reason of its obligations hereunder business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and thereunder, and to purchase, acquire and accept delivery who are not compensated by the Company or any affiliate or selling agent of the Purchased SharesCompany, directly or indirectly, could be reasonably assumed to have the capacity to protect its own interests in connection with the transaction. (b) The Purchased Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Act. (c) Purchaser recognizes that an investment in the Company involves substantial risks. Purchaser has taken full cognizance of and understands all of the risks related to the purchase of the Shares. Purchaser acknowledges that it has successfully considered and has, to the extent Purchaser believes such discussion necessary, discussed with Purchaser’s professional, legal, financial and tax advisers, the suitability of an investment in the Company for Purchaser’s particular financial and tax situation and has determined that the Shares are being acquired a suitable investment for such him. (d) Purchaser acknowledges that it has had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this Agreement and its investment in the Company. Any questions raised by Purchaser have been answers to the satisfaction of Purchaser’s . The Company has made available to Purchaser all documents and information that Purchaser has requested relating to an investment in the Company. (e) Purchaser represents to the Company that it is purchasing the Shares for its own account account, for investment only, and not with a view to, or for resale in connection with, any distribution thereof. Purchaser represents that it does not have any present intention of, distribution thereof in violation of selling or otherwise transferring the 1933 Act, Shares or any interest therein. Purchaser acknowledges and agrees that the Shares may not be sold, transferred, pledged or otherwise disposed of without registration under the Act and applicable state securities Lawslaws or in accordance with applicable exemptions therefrom. (cf) Such Purchaser is knowledgeable in financial matters and is able acknowledges that no representations or promises have been made concerning the marketability or value of the Shares. The Company has not agreed with or represented to evaluate Purchaser that the risks and benefits of an investment Shares will be purchased or redeemed from Purchaser at any time in the Purchased Sharesfuture. Such There have been no representations, promises or agreements that the Shares will be registered under the Act at any time in the future or otherwise qualified for sale under applicable securities laws. Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares. (d) Such Purchaser is able it may be required to bear the economic risk of its an investment in the Purchased Shares Company for an indefinite period of time because the Purchased Shares have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Shares being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased Shares. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subjecttime. (g) Such The representations and warranties made by Purchaser became aware herein are made by Purchaser with the intent that they be relied upon by the Company in determining the suitability of Purchaser as a purchaser of the offering Shares. In addition, Purchaser undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to Purchaser set forth herein. Purchaser hereby agrees that such representations and warranties and any agreement, undertakings and acknowledgments herein shall survive the purchase of the Purchased Shares other than by means of general advertising or general solicitation. (h) Such Shares, and Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject hereby agrees to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, indemnify the Company, upon surrender each of certificates containing such legendits affiliates and each of its and their respective officers and directors and hold them harmless from and against any and all loss, shalldamages, at its own expense (without the need for liability or expense, including costs and reasonable attorneys’ fees, which they may incur by reason of or in connection with any opinion misrepresentation or breach of counsel for a Purchaser)representation, deliver to the holder warranty or covenant of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legendPurchaser set forth herein.

Purchaser Representations and Warranties. Each PurchaserPurchaser acknowledges that the Common Stock has not been registered under the Securities Act of 1933, severally and not jointlyas amended, (the “Act”) in reliance upon certain exemptions from registration under the Act. In connection therewith, Purchaser represents and warrants with respect to itself to the Company as follows: (a) Such Purchaser either has a preexisting personal or business relationship with the full power and authority to execute and deliver this Agreement and to perform all Company or its officers, directors or controlling persons, or by reason of its obligations hereunder business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and thereunder, and to purchase, acquire and accept delivery who are not compensated by the Company or any affiliate or selling agent of the Purchased SharesCompany, directly or indirectly, could be reasonably assumed to have the capacity to protect its own interests in connection with the transaction contemplated by this Agreement. (b) The Purchased Shares are being acquired for Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Act. (c) Purchaser recognizes that an investment in the Company involves substantial risks. Purchaser has taken full cognizance of and understands all of the risks related to the acquisition of the Common Stock. Purchaser acknowledges that it has successfully considered and has, to the extent Purchaser believes such discussion necessary, discussed with Purchaser’s professional, legal, financial and tax advisers, the suitability of an investment in the Company’s Common Stock for Purchaser’s particular financial and tax situation and has determined that the Common Stock is a suitable investment for him. (d) Purchaser acknowledges that it has had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this Agreement and its investment in the Common Stock of the Company. Any questions raised by Purchaser have been answers to the satisfaction of Purchaser. The Company has made available to Purchaser all documents and information that Purchaser has requested relating to an investment in the Common Stock of the Company. (e) Purchaser represents and warrants to the Company that it is acquiring the Common Stock for its own account account, for investment only, and not with a view to, or for resale in connection with, any distribution thereof. Purchaser represents and warrants that it does not have any present intention of, distribution thereof in violation of selling or otherwise transferring the 1933 Act, Common Stock or any interest therein. Purchaser acknowledges and agrees that the Common Stock may not be sold, transferred, pledged or otherwise disposed of without registration under the Act and applicable state securities Lawslaws or in accordance with applicable exemptions therefrom. (cf) Such Purchaser is knowledgeable in financial matters and is able acknowledges that no representations, warranties, covenants or promises have been made concerning the marketability or value of the Common Stock. The Company has not agreed with, represented or covenanted to evaluate Purchaser that the risks and benefits of an investment Common Stock will be purchased or redeemed from Purchaser at any time in the Purchased Sharesfuture. Such There have been no representations, warranties, promises, covenants or agreements that the Common Stock will be registered under the Act at any time in the future or otherwise qualified for sale under applicable securities laws. Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares. (d) Such Purchaser is able it may be required to bear the economic risk of its an investment in the Purchased Shares Company’s Common Stock for an indefinite period of time because the Purchased Shares have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Shares being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased Shares. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subjecttime. (g) Such The representations and warranties made by Purchaser became aware herein are made by Purchaser with the intent that they be relied upon by the Company in determining the suitability of Purchaser as an acquirer of the offering Common Stock. In addition, Purchaser undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to Purchaser set forth herein. Purchaser hereby agrees that such representations and warranties and any agreement, undertakings and acknowledgments herein shall survive the acquisition of the Purchased Shares other than Common Stock, and Purchaser hereby agrees to indemnify the Company, each of its affiliates and each of its and their respective officers and directors and hold them harmless from and against any and all loss, damages, liability or expense, including costs and reasonable attorneys’ fees, which they may incur by means reason of general advertising or general solicitation. (h) Such in connection with any misrepresentation or breach of representation, warranty or covenant of Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legendthis Agreement.

Purchaser Representations and Warranties. Each Purchaser, severally and not jointly, represents and warrants with respect to itself to the Company as of the date hereof as follows: (a) Such Purchaser has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased SharesSecurities. (b) The Purchased Shares Securities are being acquired for such Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities Laws. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased SharesSecurities. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased SharesSecurities. (d) Such Purchaser is able to bear the economic risk of its investment in the Purchased Shares Securities for an indefinite period of time because the Purchased Shares Securities have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Shares Securities being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased SharesSecurities. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares Securities and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Shares Securities other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend. (j) Each Purchaser holding 20% or more of the Company’s voting equity securities (as used in Rule 506(d)(1) of the ▇▇▇▇ ▇▇▇) represents that neither (i) such Purchaser, (ii) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of the Company’s voting equity securities (in accordance with Rule 506(d) of the ▇▇▇▇ ▇▇▇) held by such Purchaser is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2) or (d)(3) under the 1933 Act and disclosed reasonably in advance of the Closing in writing in reasonable detail to the Company.

Purchaser Representations and Warranties. Each Purchaser, severally and not jointly, represents and warrants with respect to itself to the Company as follows: (a) Such 7.1 Purchaser has the full legal capacity, power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased Shares. (b) The Purchased Shares are being acquired for such Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities Laws. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Shareshereunder. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares. (d) Such Purchaser is able to bear the economic risk of its investment in the Purchased Shares for an indefinite period of time because the Purchased Shares have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Shares being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased Shares. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to, or affecting the enforcement of, creditors’ rights generally and general principles of equity. If You are a legal entity other than a natural person, (i) You are duly organized and validly existing under the applicable Laws of your jurisdiction of organization, and (ii) the undersigned is duly authorized by You to execute this Agreement. 7.2 Purchaser has been provided with risk factors and other written information about Company in the Form C, which information Purchaser has carefully read and considered. Purchaser, or a Person acting on its behalf, has had a full opportunity to discuss with Company all material aspects of investment in the Securities, including to ask questions and receive answers from the management, directors and officers of Company and to obtain any additional information desired. Purchaser has had all such questions answered to its full satisfaction or has elected to waive such opportunity. Purchaser has further read and understands the terms and conditions of this Agreement, understands the restrictions and risks associated with the creation of Securities as set forth in the Form C and acknowledges and assumes all such risks. Purchaser has obtained sufficient information about the Securities and Company to make an informed decision to purchase the Securities. 7.3 Purchaser hereby has sufficient knowledge and experience in business and financial matters, including in respect of the purchase of early stage company securities, to be able to evaluate the risks and merits of its purchase of the Securities and is able to bear the risks thereof (including potentially the loss of funds paid by Purchaser). Purchaser further understands and acknowledges that an investment in the Securities is highly speculative and that Company can give no assurance whatsoever concerning the present or prospective value of the Securities. Purchaser understands that the price per Security in the Offering has been determined by Company and is not an indication of the value of the Securities. Purchaser understands that the Securities purchased hereby, and the executionrights associated thereunder, delivery may be subject to substantial dilution. Purchaser has read and performance understands all of the risk factors attributable to Company, its business and the Securities as set forth in the Offering Documents. 7.4 Purchaser has been advised that the Securities are not being registered under the Securities Act or under any relevant state or foreign securities laws. Purchaser has been advised that the Securities are being offered and sold pursuant to exemptions from such registration requirements and that Company’s reliance upon such exemptions is predicated in part on the representations that Purchaser makes in this Agreement. Purchaser further agrees to comply with all applicable holding and/or distribution compliance periods as may be required by federal, state and foreign securities laws to maintain the applicability of any exemptions from registration requirements thereunder and as described further in the Offering Documents. Purchaser shall not transfer any Securities to any other Person (i) until the expiration of any applicable holding or distribution compliance periods, (ii) until registration of the Securities is obtained under the applicable laws of the jurisdiction in which such Purchaser intends to transfer the Securities to another Person in that jurisdiction, and (iii) upon Company’s receipt of an opinion of counsel acceptable to Company that such registration is not required, or (iv) upon Company’s designation of a Secondary Market. Purchaser understands that no Governmental Authority has made any finding or determination as to the fairness of an investment in the Securities, nor has made any recommendation or endorsement of the Securities. 7.5 The Subscriber acknowledges and is making the Subscription and purchasing the Securities in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act. 7.6 Purchaser is acquiring the Securities for its own account for investment 7.7 Purchaser understands that the Securities are restricted from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission provide in substance that the undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act, an exemption therefrom or as further described in Rule 501 of Regulation CF, after which certain state restrictions may apply. The undersigned understands that the Company has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act. Even when the Securities become freely transferrable, a secondary market in the Securities may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. 7.8 The undersigned agrees: that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Rule 501 of Regulation CF. 7.9 Purchaser represents that it has not or will not purchase any Securities hereby with any amounts, directly or indirectly, derived from any activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. 7.10 Purchaser acknowledges being informed and understands that Company may require additional financing, including, without limitation, equity financing derived from the sale of equity of Company in amounts that Company is unable to determine at this time. Purchaser acknowledges and understands that in the event Company does issue additional equity securities or securities convertible into or exchangeable for additional equity securities, its percentage ownership in Company will be diluted to the extent of the issuance of such other equity securities and that its shares may effectively become junior to the rights and privileges of such other securities. Purchaser further acknowledges that if Company was unable to raise such additional required financing, the Securities that Purchaser is purchasing may become worthless. 7.11 Purchaser understands and expressly accepts that Purchaser has not relied on any representations or warranties made by Company or any other Person outside of this Agreement and the Offering Documents, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any presentation, website posting, social media content or any white paper. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY SECURITIES AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE SECURITIES IN THE TOKEN ECONOMY. 7.12 Purchaser acknowledges and agrees that Company shall have no obligation to list or quote the Securities on any domestic or overseas marketplace or exchange. 7.13 You have sufficient understanding of technical and computing matters (including those that relate to the Securities), cryptographic Securities, token storage mechanisms (such as token wallets) and distributed blockchain technology to understand this Agreement and to appreciate the risks and implications of purchasing the Securities. 7.14 You understand that the Securities confer only the rights and abilities described above and in the current articles of incorporation, by-laws, and applicable law, and the Securities confer no other rights of any form. 7.15 Your purchase of the Securities complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Securities and entering into contracts with Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase and (iii) any governmental or other consents that may need to be obtained. 7.16 You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of the Securities. Purchaser understands that Purchaser bears sole responsibility for any taxes as a result of the matters and transactions that are the subject of this Agreement, and any acquisition, ownership, use, sale or other disposition of Securities held by such Purchaser. To the extent permitted by law, Purchaser does agrees to indemnify, defend and hold 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 Company that result from the delivery of Securities to Purchaser pursuant to this instrument) associated with or arising from Purchaser’s purchase of Securities hereunder, or the use or ownership of Securities. 7.17 Purchaser is not and a resident of or is domiciled in any Disqualified Jurisdiction or purchasing the Securities from a location in any Disqualified Jurisdiction. 7.18 Purchaser is not is not a “Prohibited Person” meaning that (i) a citizen or resident of a geographic area in which use of cryptographic Securities is prohibited by applicable law, decree, regulation, treaty, or administrative act; (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, that is identified on the 7.19 Purchaser will not conflict use the Securities in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, use of the Securities in connection with transactions that violate U.S. federal or state securities or commodity laws. 7.20 No person or entity that controls, is controlled by or under common control with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subjectProhibited Person. 7.21 No person having any direct or indirect beneficial interest in Purchaser (geach, a “Beneficial Owner”) Such Purchaser became aware of the offering of the Purchased Shares other than by means of general advertising or general solicitationis a Prohibited Person. (h) Such 7.22 To the extent Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunderhas any Beneficial Owners, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such it has carried out thorough due diligence to establish the identities of those beneficial owners; (ii) it holds the evidence of those identities and status and will maintain all of that evidence for at least five years; and (iii) it will make available that evidence and any additional evidence that Company may require upon request in accordance with applicable regulations. 7.23 Purchaser acknowledges to Company that if any of the certificates for representations and warranties in the Purchased Shares will contain a legend substantially preceding clause ceases to be true or if Company no longer reasonably believes that it has satisfactory evidence as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933to their truth, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to despite any lock-up or other similar agreement that may apply to the Purchased Shares as may contrary, Company may, in accordance with applicable regulations, be specifically agreed obligated to with an applicable Purchaser, do one or more of the requirement that the Purchased Shares contain the legend set forth in clause following: (i) above shall cease to take certain actions relating to Purchaser's purchase of Securities; (ii) to report that action; and terminate when such shares are transferred pursuant (iii) to Rule 144 promulgated under disclose Purchaser's identity to a governmental, regulatory or other authority. 7.24 If Company is required to take any of the 1933 Act. Upon the consummation of an event described actions referred to in the immediately preceding sentenceclause, the Purchaser understands, and agrees with Company, upon surrender of certificates containing such legendthat it has no claim against Company, shalland its affiliates, at its own expense (without the need directors, members, partners, shareholders, officers, employees and agents for any opinion of counsel for damages as a Purchaser), deliver to the holder result of any of those actions. 7.25 The funds, including any fiat or digital assets, that Purchaser uses to purchase Securities are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Purchaser will not use Securities to finance, engage in, or otherwise support any unlawful activities. All payments by Purchaser under this instrument will be made only in Purchaser’s name, from a digital wallet or bank account held in Purchaser’s name and under Purchaser’s control, and not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 7.26 You will at all times maintain control of your applicable Token wallet, and You will not share or disclose the account credentials associated with your Token wallet with any other party. If You transfer Securities from your token wallet into another wallet, You will likewise at all times maintain control of such securities as to which other wallet, and You will not share or disclose the requirement for account credentials associated with such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legendother wallet with any other party.

Purchaser Representations and Warranties. Each Purchaser, severally and not jointly, hereby represents and warrants with respect to itself to the Company as follows: (a) Such Purchaser has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased SharesSecurities. (b) The Purchased Shares Securities are being acquired for such Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities Laws. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased SharesSecurities. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased SharesSecurities. (d) Such Purchaser is able to bear the economic risk of its investment in the Purchased Shares Securities for an indefinite period of time because the Purchased Shares Securities have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Shares Securities being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased SharesSecurities. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares Securities and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Shares Securities other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend. (j) Each Purchaser holding 20% or more of the Company’s voting equity securities (as used in Rule 506(d)(1) of the ▇▇▇▇ ▇▇▇) represents that neither (i) such Purchaser, (ii) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of the Company’s voting equity securities (in accordance with Rule 506(d) of the ▇▇▇▇ ▇▇▇) held by such Purchaser is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2) or (d)(3) under the 1933 Act and disclosed reasonably in advance of the Closing in writing in reasonable detail to the Company.

Purchaser Representations and Warranties. Each PurchaserIn order to induce the Company to accept the payment tendered and issue the Preferred Shares, severally and not jointly, the Purchaser represents and warrants with respect to itself to the Company Company, as follows: a. Information About the Purchaser. The Purchaser is (ai) Such an "accredited investor," as such term is defined in Regulation D, Rule 501; or (ii) a representative of individual(s) with documented authority to transact business on behalf such person or persons; or (iii) a foreign entity in good standing in the jurisdiction of its formation and/or operation; or (iv) a domestic corporation or entity in good standing, duly organized, recognized and existing in at least one of the several United States of America. The board of directors or other governing body of Purchaser has authorized the full power stock/commodity exchange contemplated herein and authority has obtained the necessary signatures on all required corporate or entity documents to execute memorialize or otherwise reflect the aforementioned authorization. b. Purchaser's Financial Sophistication. Purchaser is an entity that through its principals, members, shareholders, partners, Board of Directors, or other governing body, possesses sufficient financial, investment and/or business experience and/or acumen to adequately evaluate the merits, risks and deliver this Agreement characteristics of an investment in the Company. Purchaser has conducted a due diligence review of all information it deems material and necessary to perform all an adequate evaluation of its obligations hereunder an investment in the Company. c. Purchaser Recognizes Risks of Investment and thereunderIlliquidity. The Purchaser has sufficient financial resources to bear the risk of investing in the Company understanding that the illiquidity of the Preferred Shares and the restrictions on their transfer may require the Purchaser to bear the risk of such investment for an indefinite period of time. Purchaser understands that there is no public or private market or market value for the Preferred Shares and that none is likely to develop. Purchaser further acknowledges that it may not be able to sell the Preferred Shares; that the value per share paid by Purchaser has been arbitrarily established by the Company; and that the value of the Preferred Shares exchanged hereby may have no reasonable reciprocal value to the commodities tendered by Purchaser. d. Purchaser Recognizes Making Investment With Extremely Limited Transferability. Purchaser is acquiring the Preferred Shares for the Purchaser's own account for investment, and to purchase, acquire and accept delivery of the Purchased Shares. (b) The Purchased Shares are being acquired for such Purchaser’s own account and not with without a view to, or intention ofin connection with, any resale or distribution thereof in violation of the 1933 Actapplicable state and federal securities laws. The Purchaser has no contract, understanding or arrangement with any person to sell, assign, transfer or pledge to such person, or anyone else, any applicable state securities Laws. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate portion of the risks and benefits Preferred Shares of an investment URBT that may distributed in the Purchased Shares. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares. (d) Such Purchaser is able to bear the economic risk of its investment in the Purchased Shares for an indefinite period of time because the Purchased Shares have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Shares being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased Shares. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its termsfuture, and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate has no present plans or cause a breach of any agreement, Contract or instrument intentions to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Shares other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of enter into any such securities as to which the requirement for such legend shall have terminatedcontract, one understanding or more new certificates evidencing such securities not bearing such legendarrangement.

Purchaser Representations and Warranties. Each Purchaser, severally and not jointly, Purchaser represents and warrants with respect to itself to the Company as follows: (a) Such Purchaser has the full power and authority to execute and deliver this Agreement and the Promissory Note and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased Shares. (b) The Purchased Shares are being acquired for such Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities Laws. (c) Such Purchaser has access to committed capital from such Purchaser’s stakeholders or otherwise has sufficient funds to fulfill its obligations under the Promissory Note, including to pay the Purchase Price, and will have on the Maturity Date (as defined in the Promissory Note) sufficient funds to fulfill its obligations under the Promissory Note, including to pay the Purchase Price. There are no circumstances or conditions that could reasonably be expected to prevent or substantially delay the availability of such funds at the Maturity Date. Any call or request for capital or other funding demand (a “Capital Call”) required to be made by such Purchaser has been or will be made in compliance with the partnership or other agreement or governing documents of such Purchaser. (d) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Shares. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares. (de) Such Purchaser is able to bear the economic risk of its investment in the Purchased Shares for an indefinite period of time because the Purchased Shares have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Shares being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased Shares. (ef) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares and has had full access to such other information concerning the Company as has been requested. (fg) This Agreement constitutes and the Promissory Note each constitute the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its their respective terms, and the execution, delivery and performance of this Agreement and the Promissory Note by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, Contract contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (gh) Such Purchaser became aware of the offering of the Purchased Shares other than by means of general advertising or general solicitation. (hi) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (ij) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend.

Purchaser Representations and Warranties. Each PurchaserPurchaser acknowledges that the Shares have not been registered under the Securities Act of 1933, severally and not jointlyas amended, (the “Act”) in reliance upon certain exemptions from registration under the Act. In this connection, Purchaser represents and warrants with respect to itself to the Company as followsfollows and acknowledges that the Company shall rely on such representations and warranties for, amongst other things, determining the exemptions from registration under the Act available to it: (a) Such The President of Purchaser is Chairman of the Board of the Company and has been a director of the Company for more than three (3) years. Purchaser has the full power and authority capacity to execute and deliver protect its own interests in connection with the transaction contemplated by this Agreement and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased SharesAgreement. (b) The Purchased Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Act. (c) Purchaser recognizes that an investment in the Company involves substantial risks. Purchaser has taken full cognizance of and understands all of the risks related to the purchase of the Shares. Purchaser acknowledges that it has considered and has, to the extent Purchaser believes such discussion necessary, discussed with Purchaser’s professional, legal, financial and tax advisers, the suitability of an investment in the Company for Purchaser’s particular financial and tax situation and has determined that the Shares are being acquired a suitable investment for such him. (d) Purchaser acknowledges that it has had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this Agreement and Purchaser’s investment in the Company. Any questions raised by Purchaser have been answered to the satisfaction of Purchaser. The Company has made available to Purchaser all documents and information that Purchaser has requested relating to an investment in the Company. The Purchaser has reviewed and is familiar with the Company’s periodic and current reports filed with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and the Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed since such date, and the risk factors set forth in such documents. (e) Purchaser is purchasing the Shares for its own account account, for investment only, and not with a view to, or for resale in connection with, any distribution thereof. Purchaser does not have any present intention of, distribution thereof in violation of selling or otherwise transferring the 1933 Act, Shares or any interest therein. Purchaser acknowledges and agrees that the Shares may not be sold, transferred, pledged or otherwise disposed of without registration under the Act and applicable state securities Lawslaws or in accordance with applicable exemptions there from. Purchaser acknowledges and agrees that it is familiar with Rule 144 as promulgated pursuant to the Act and has been advised that transferability of the Shares under Rule 144 is currently not available to Purchaser as a result of the Company’s previous status as a “shell company” and the Company has made no representation to Purchaser as to when Rule 144 may be made available to Purchaser. (cf) Such Purchaser is knowledgeable in financial matters and is able acknowledges that no representations or promises have been made concerning the marketability or value of the Shares. The Company has not agreed with or represented to evaluate Purchaser that the risks and benefits of an investment Shares will be purchased or redeemed from Purchaser at any time in the Purchased Sharesfuture. Such There have been no representations, promises or agreements that the Shares will be registered under the Act at any time in the future or otherwise qualified for sale under applicable securities laws. Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares. (d) Such Purchaser is able he may be required to bear the economic risk of its an investment in the Purchased Shares Company for an indefinite period of time because the Purchased Shares have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Shares being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased Sharestime. (eg) Such Purchaser has had an opportunity to ask questions is duly formed, validly existing and receive answers concerning in good standing as a charitable foundation under the terms and conditions laws of the offering State of the Purchased Shares and has had full access to such other information concerning the Company as has been requestedDelaware. (fh) Purchaser has the power and authority to make, deliver and perform its obligations under this Agreement and to purchase the Shares hereunder and has taken all necessary action to authorize the execution, delivery and performance of its obligations under this Agreement. This Agreement has been duly executed and delivered on behalf of the Purchaser, and assuming due authorization, execution and delivery hereof by the Company, constitutes the a legal, valid and binding obligation of such the Purchaser, enforceable against such the Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the execution, delivery and performance general principles of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Shares other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staffequity. (i) Such The representations and warranties made by Purchaser acknowledges herein are made by Purchaser with the intent that they be relied upon by the certificates for Company in determining the Purchased Shares will contain suitability of Purchaser as a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933purchaser of the Shares. Purchaser undertakes to notify the Company immediately of any change in any representation, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up warranty or other similar agreement that may apply information relating to Purchaser set forth herein or otherwise conveyed to the Purchased Shares as may be specifically agreed Company by the Purchaser. Purchaser hereby agrees that such representations and warranties and any agreement, undertakings and acknowledgments herein shall survive the purchase and sale of the Shares, and Purchaser hereby agrees to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, indemnify the Company, upon surrender each of certificates containing such legendits affiliates and each of its and their respective officers and directors and hold them harmless from and against any and all loss, shalldamages, at its own expense (without the need for liability or expense, including costs and reasonable attorneys’ fees, which they may incur by reason of or in connection with any opinion of counsel for a Purchaser), deliver to the holder misrepresentation or breach of any such securities as to which the requirement for such legend shall have terminatedrepresentation, one warranty or more new certificates evidencing such securities not bearing such legendcovenant of Purchaser set forth herein.

Purchaser Representations and Warranties. Each Purchaser, severally and not jointly, represents and warrants with respect to itself to the Company as follows: (a) Such Purchaser has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased SharesSecurities. (b) The Purchased Shares Securities are being acquired for such Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities Laws. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased SharesSecurities. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased SharesSecurities. (d) Such Purchaser is able to bear the economic risk of its investment in the Purchased Shares Securities for an indefinite period of time because the Purchased Shares Securities have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: (i) understands and acknowledges that the Purchased Shares Securities being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased SharesSecurities. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares Securities and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Shares Securities other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend. (j) Each Purchaser holding 20% or more of the Company’s voting equity securities (as used in Rule 506(d)(1) of the ▇▇▇▇ ▇▇▇) represents that neither (i) such Purchaser, (ii) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of the Company’s voting equity securities (in accordance with Rule 506(d) of the ▇▇▇▇ ▇▇▇) held by such Purchaser is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2) or (d)(3) under the 1933 Act and disclosed reasonably in advance of the Closing in writing in reasonable detail to the Company.

Purchaser Representations and Warranties. Each Purchaser, severally and not jointly, represents and warrants with respect to itself to the Company as follows: (a) Such 5.1 Purchaser has the full legal capacity, power and authority to execute and deliver this Agreement and to perform Purchaser’s obligations hereunder. This Agreement constitutes the legal, 5.2 Purchaser has been provided with the Offering Documents, including the Company’s private placement memorandum which information Purchaser has carefully read and considered. Purchaser, or a Person acting on its behalf, has had a full opportunity to discuss with Company all material aspects of its obligations hereunder investment in the Tokens, including to ask questions and thereunderreceive answers from the management, directors and officers of Company and to purchaseobtain any additional information desired. Purchaser has had all such questions answered to its full satisfaction or has elected to waive such 5.3 Purchaser hereby has sufficient knowledge and experience in business and financial matters, acquire and accept delivery including in respect of the Purchased Shares. (b) The Purchased Shares are being acquired purchase and use of tokens issued for such Purchaser’s own account and not with a view touse in token economies under development, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities Laws. (c) Such Purchaser is knowledgeable in financial matters and is to be able to evaluate the risks and benefits merits of its purchase of the Tokens and is able to bear the risks thereof (including potentially the loss of funds paid by Purchaser for the Purchase Amount). Purchaser further understands and acknowledges that an investment in the Tokens is highly speculative and that Company can give no assurance whatsoever concerning the present or prospective value of the Tokens. Purchaser understands that the price per Token in the Offering has been determined by Company and is not an indication of the value of the Tokens. Purchaser understands that the Tokens purchased hereby may be subject to immediate and substantial dilution. PURCHASER HAS READ AND UNDERSTANDS ALL OF THE RISK FACTORS ATTRIBUTABLE TO COMPANY, ITS BUSINESS AND THE TOKENS AS SET FORTH IN THE OFFERING DOCUMENTS. 5.4 Purchaser has been advised that the Tokens are not being registered under the Securities Act or under any relevant state or foreign securities laws. Purchaser has been advised that the Tokens are being offered and sold pursuant to exemptions from such registration requirements and that Company’s reliance upon such exemptions is predicated in part on the representations that Purchaser makes in the process of subscribing to purchase Tokens including by entering into this Agreement. Purchaser further agrees to comply with all applicable holding and/or distribution compliance periods as may be required by federal, state and foreign securities laws to maintain the applicability of any exemptions from registration requirements thereunder and as described further in the Offering Documents. Purchaser shall not transfer any Token to any other Person (i) until the expiration of any applicable holding or distribution compliance periods, (ii) until registration of the Tokens is obtained under the applicable laws of the jurisdiction in which such Purchaser intends to transfer the Tokens to another Person in that jurisdiction or (iii) upon Company’s receipt of an opinion of counsel acceptable to Company that such registration is not required. Purchaser understands that no Governmental Authority has made any finding or determination as to the fairness of an investment in the Purchased SharesTokens, nor has made any recommendation or endorsement of the Tokens. 5.5 PURCHASER IS ACQUIRING THE TOKENS FOR ITS OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TOWARDS RESALE OR “DISTRIBUTION” (WITHIN THE MEANING OF THE SECURITIES ACT) OF ANY PART OF THE TOKENS. 5.6 Purchaser is either (i) an “accredited investor” (as defined in Regulation D under the Securities Act); or (ii) a non-“U.S. person” (as defined in Regulation S under the Securities Act) that is not acquiring the Tokens for the account or benefit of a “U.S. person” and is acquiring the Tokens in an offshore transaction in accordance with all of the requirements of Regulation S under the Securities Act and in accordance with the laws applicable to Purchaser in the jurisdiction in which such acquisition is made. Such Purchaser has provided, or will provide, Company with any and all documentation that Company may request evidencing the foregoing. Purchaser understands and that it will not be permitted to purchase any Tokens until it has completed Company’s investor verification procedures. Purchaser acknowledges that such investment is a speculative ventureto comply with the applicable laws of several territories, involves a high degree of risk and is subject Company may require purchaser to complete risk of loss. Such Purchaser has carefully considered and has, provide additional information prior to the extent such Purchaser deems necessary, discussed with such accepting Purchaser’s professional legal, tax, accounting subscription for Tokens. 5.7 Purchaser acknowledges and financial advisers understands that (i) there are substantial restrictions on the suitability transfer of its investment the Tokens; (ii) there is currently no private or public market for the Tokens and that the Company can give no assurance that one will develop in the Purchased Shares. future; and (diii) Such that as a consequence of the foregoing, Purchaser is must be able to bear the economic risk risks of its an investment in the Purchased Shares Tokens for an indefinite period of time because time. 5.8 Purchaser represents that to its knowledge Purchaser has not or will not purchase any Tokens hereby with any amounts, directly or indirectly, derived from any activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. 5.9 Purchaser acknowledges being informed and understands that Company will require additional financing in amounts that Company is unable to determine with certainty at this time. Purchaser acknowledges and understands that in the Purchased Shares event Company is unable to raise such additional required financing, the Tokens that Purchaser is purchasing may become worthless. 5.10 Purchaser understands and expressly accepts that other than the Offering Documents, Purchaser has not relied on any representations or warranties made by Company or any other Person, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any presentation, website posting, social media content or any white paper. 5.11 Purchaser acknowledges and agrees that Company shall have no obligation to list or quote the Tokens on any domestic or overseas marketplace or exchange. Company may, in its sole and absolute discretion, determine that the listing or quotation of the Tokens on one or more marketplace(s) or exchange(s) would benefit the continued development of the $STORE ecosystem and increase the utility of the Tokens to the holders thereof, in which case the Company may take action to facilitate such listing or quotation. The Company will not been registered take any such action other than for the purposes stated in the preceding sentence. 5.12 Purchaser has sufficient understanding of technical and computing matters (including those that relate to the Tokens), cryptographic tokens, token storage mechanisms (such as token wallets) and distributed ledger technology to understand this Agreement and to appreciate the risks and implications of purchasing the Tokens. 5.13 Purchaser understands that the Tokens confer only the rights and abilities described above and under applicable law, and the 1933 Act andTokens confer no other rights of any form. 5.14 To Your knowledge, thereforeYour purchase of the Tokens complies with applicable laws and regulations in your jurisdiction, canincluding, but not be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: limited to, (i) understands legal capacity and acknowledges that the Purchased Shares being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with the Company, (ii) recognizes that no public agency has passed upon the accuracy any foreign exchange or adequacy of any information provided regulatory restrictions applicable to such Purchaser purchase and (iii) any governmental or the fairness other consents that may need to be obtained. 5.15 You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of the terms of its investment in the Purchased SharesTokens. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does 5.16 You are not and will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Shares other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges a citizen or resident of a geographic area in which access to or use or the acceptance of delivery of the Tokens is prohibited by applicable law, decree, regulation, treaty or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country 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. You agree that if your country of residence or other circumstances change such that the certificates for above representations are no longer accurate, You will immediately cease using the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSTokens.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend.

Purchaser Representations and Warranties. Each Purchaser, severally and not jointly, hereby represents and warrants with respect to itself to the Company as follows: (a) Such Purchaser has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased SharesSecurities. (b) The Purchased Shares Securities are being acquired for such Purchaser’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities Laws. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased SharesSecurities. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased SharesSecurities. (d) Such Purchaser is able to bear the economic risk of its investment in the Purchased Shares Securities for an indefinite period of time because the Purchased Shares Securities have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser: Purchaser (i) understands and acknowledges that the Purchased Shares Securities being issued to such Purchaser have not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country country, and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Purchaser or the fairness of the terms of its investment in the Purchased SharesSecurities. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Shares Securities and has had full access to such other information concerning the Company as has been requested. (f) This Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Shares Securities other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend. (j) Each Purchaser holding 20% or more of the Company’s voting equity securities (as used in Rule 506(d)(1) of the ▇▇▇▇ ▇▇▇) represents that neither (i) such Purchaser, (ii) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of the Company’s voting equity securities (in accordance with Rule 506(d) of the ▇▇▇▇ ▇▇▇) held by such Purchaser is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2) or (d)(3) under the 1933 Act and disclosed reasonably in advance of the Closing in writing in reasonable detail to the Company.