Common use of Purchaser Representations Clause in Contracts

Purchaser Representations. The Purchaser represents and warrants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as follows: 4.1 The Purchaser is either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable 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. 4.2 The Purchaser has been advised that it is intended that this Agreement will not constitute a security and that the offers and sales of the Tokens have not been registered under any country’s securities laws. The Purchaser is purchasing the Tokens for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. 4.3 That the Purchaser is not: (A) where the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or (C) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, (Collectively, “Excluded Persons”). 4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the Purchaser to the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incomplete.

Purchaser Representations. The Purchaser represents and warrants to the Companyacknowledges that, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as followsthis Agreement: 4.1 (a) The Purchaser is either purchasing the Bonds for its own account for investment and with no present intention of distributing or reselling the Bonds or any interest in the Bonds but without prejudice, however, to its right at all times to sell or otherwise dispose of all but not part of the Bonds in compliance with the Securities Act of 1933, as amended, the regulations promulgated thereunder, applicable state securities laws and regulations and the terms of the Bonds, upon receipt of appropriate investor representations, an individual or entity duly incorporated, validly existing opinion of counsel experienced in securities law matters and satisfactory to the Issuer and in good standing accordance with the applicable terms of the Indenture. (b) The Purchaser understands that the Bonds are a special limited, and not general, obligation of the Issuer, are payable solely from the Basic Rent received under the laws Lease and from the security therefor as described in the Indenture but from no other sources. The Purchaser understands that the Bonds are not secured by any obligation or pledge of any monies received or to be received from taxation or from the State or any political subdivision, taxing district, or municipality thereof (including, without limitation, the Issuer), and that the Bonds will never represent or constitute a general obligation, debt or bonded indebtedness of the Purchaser’s place of incorporationIssuer, the State, any political subdivision or municipality thereof, and that no right will exist to have taxes levied by the Issuer, the State, any political subdivision or municipality thereof, for the payment of principal of, premium, if any, and interest on the Bonds. The Purchaser understands that payment of the Bonds depends upon the general credit of the Company, and upon the security granted in the Indenture for the Company’s obligations under the Lease. (c) The Purchaser is an affiliate of the Company and has full legal capacitybeen afforded the opportunity to discuss the business, power assets and authority financial position of the Company with the officers, employees and auditors of the Company; and has received such information concerning the Company and its business, assets and financial position, and the Project (as defined in the Lease) as it deems necessary in making its decision to execute purchase the Bonds. (d) The Purchaser is duly and deliver this Agreement legally authorized to purchase the Bonds, has such knowledge and experience in financial and business matters (including the ownership of municipal conduit obligations) as are required for, and is capable of, evaluating the merits and risks of its purchase of the Bonds, is aware of the intended use of proceeds of the Bonds, and understands that interest on the Bonds is not excludable from gross income for federal income tax purposes. (e) The Purchaser understands that neither the Issuer nor any of its officials, counsel, consultants or agents has undertaken to perform furnish any information with respect to the Company or to ascertain the accuracy of any information furnished to the Purchaser with respect to the Company, and the Purchaser has not requested or received any representations from the Issuer with respect to any such information, its obligations hereunderaccuracy or completeness. The Purchaser waives any requirement of due diligence in investigation or inquiry on the part of the Issuer, its officials, counsel, agents and consultants and all claims, actions or causes of action which the Purchaser may have from and after the date hereof against the Issuer, its officials, counsel, agents and consultants growing out of any such action which any of the foregoing took, or could have taken, in connection with the authorization, execution, delivery, and sale of the Bonds to the Purchaser or in connection with any statement or representation by the Company which induced the Purchaser to purchase the Bonds. (f) The Purchaser has received and reviewed copies of the Bond Documents and the Bond Ordinance. (g) This Agreement constitutes a the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. 4.2 (h) The Purchaser has been advised informed by the Company and agrees that it is intended that this Agreement will the Indenture has not constitute a security been qualified under the Trust Indenture Act of 1939, and that the offers Bonds (i) are not being registered or otherwise qualified for sale under (a) the Securities Act of 1933, as amended, or (b) the “Blue Sky” laws and sales regulations of any state, (ii) will not be listed on any stock or other securities exchange, (iii) will not carry a rating from any rating service and (iv) will not be readily marketable. The Purchaser has been informed by the Company and agrees that a legend will be placed on the Bonds certificate or any other documents evidencing ownership of the Tokens Bonds to the effect that they have not been registered under any country’s the Securities Act of 1933, as amended, or the applicable state “Blue Sky” laws and that they may only be transferred in compliance with the Indenture and applicable securities laws. . (i) The Purchaser is purchasing the Tokens for its own account for investmentexecution, not as a nominee or agent, delivery and not with a view to, or for resale in connection with, the distribution thereof, and performance of this Agreement by the Purchaser has no present intention of selling, granting will not constitute a default under any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that agreement by which the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of timebound. 4.3 That (j) The Purchaser acknowledges that its purchase of the Purchaser is not: (A) where Bonds constitutes a transaction in a bond secured by the Purchaser is an individualIndenture which is, among other things, a person who is a citizenpersonal property security agreement, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or (C) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, (Collectively, “Excluded Persons”). 4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the Purchaser to the Company pursuant to this Agreement which the Bonds are true, accurate, complete, offered and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incompletesold as a unit.

Purchaser Representations. The Purchaser Each Purchaser, severally and not jointly, hereby represents and warrants and covenants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, Company as follows: 4.1 (a) The Securities to be purchased by such Purchaser are being purchased for such Purchaser's own account, and not with a view to distribution, assignment or resale to others or to fractionalization in whole or in part. No other person has or will have a direct or indirect beneficial interest in such Securities or any component thereof. (b) The financial situation of such Purchaser is either such that it can afford to bear the economic risk of holding the Securities for an individual or entity duly incorporatedindefinite period, validly existing and such Purchaser can afford to suffer the complete loss of its investment in good standing under the laws Securities. Such Purchaser has (i) knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the Purchaser’s place investment in the Securities and (ii) carefully reviewed the terms and provisions of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement and to perform its the terms, conditions and other provisions of the Warburg/H&F Agreement incorporated herein by reference and has evaluated the restrictions and obligations hereunder. contained herein. (c) This Agreement has been duly authorized, executed and delivered by such Purchaser and, assuming due execution and delivery by each other party hereto, constitutes a valid and binding obligation of the Purchaser, such Purchaser enforceable 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. 4.2 (d) Such Purchaser shall hold the Securities subject to, and shall have voting rights with respect thereto as specified in, the Company's Bye-laws and the Certificate in effect from time to time and shall not assign, sell, hypothecate or otherwise transfer the Securities, the Conversion Shares or the Warrant Shares other than in accordance with applicable law and the provisions with respect thereto in such documents. (e) Such Purchaser covenants and agrees to make available to the Company and the appropriate insurance regulatory governmental authorities all information concerning such Purchaser required to be furnished to such governmental authorities in connection with obtaining requisite approvals, and further covenants and agrees to make all filings, and seek to acquire all consents, required by such governmental authorities. (f) The execution, delivery and performance by such Purchaser has been advised that it is intended that of this Agreement and the consummation of the transactions contemplated hereby do not and will not constitute a security and that the offers and sales of the Tokens have not been registered under any country’s securities laws. The Purchaser is purchasing the Tokens for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. 4.3 That the Purchaser is not: (A) where the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: (i) which is incorporated inassuming compliance with the matters referred to in Section B.1(a) hereof, violate any provision of any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or operates out of, an Excluded Jurisdiction, decree or (ii) which is violate or result in a default under any agreement or other instrument binding upon such Purchaser, except in each case as would not reasonably be expected to have, individually or in the control of one or more individuals who is/are citizen(saggregate, a Material Adverse Effect on such Purchaser. (g) of, domiciled in, residents ofSuch Purchaser has, or physically present / located inwill have prior to the Closing Date, an Excluded Jurisdiction; and/or (C) an individual sufficient cash or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable other sources of immediately available funds to such individual or body corporate from participating in any part enable it to make payment of the transactions contemplated in this Agreement, (Collectively, “Excluded Persons”)purchase price for the Securities as required hereunder and all related fees and expenses. 4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the Purchaser to the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incomplete.

Purchaser Representations. The Purchaser Each Purchaser, severally and not jointly, hereby represents and warrants and covenants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, Company as follows: 4.1 (a) The Securities to be purchased by such Purchaser are being purchased for such Purchaser’s own account, and not with a view to distribution, assignment or resale to others or to fractionalization in whole or in part. No other person has or will have a direct or indirect beneficial interest in such Securities or any component thereof. (b) The financial situation of such Purchaser is either such that it can afford to bear the economic risk of holding the Securities for an individual or entity duly incorporatedindefinite period, validly existing and such Purchaser can afford to suffer the complete loss of its investment in good standing under the laws Securities. Such Purchaser has (i) knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the Purchaser’s place investment in the Securities and (ii) carefully reviewed the terms and provisions of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement and to perform its has evaluated the restrictions and obligations hereunder. contained herein. (c) This Agreement has been duly authorized, executed and delivered by such Purchaser and, assuming due execution and delivery by each other party hereto, constitutes a valid and binding obligation of the Purchaser, such Purchaser enforceable 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. 4.2 (d) Such Purchaser shall hold the Securities subject to, and shall have voting rights with respect thereto as specified in, the Company’s Bye-laws and the Certificate in effect from time to time and shall not assign, sell, hypothecate or otherwise transfer the Securities, the Conversion Shares or the Warrant Shares other than in accordance with applicable law and the provisions with respect thereto in such documents. (e) Such Purchaser covenants and agrees to make available to the Company and the appropriate insurance regulatory governmental authorities all information concerning such Purchaser required to be furnished to such governmental authorities in connection with obtaining requisite approvals, and further covenants and agrees to make all filings, and seek to acquire all consents, required by such governmental authorities. (f) The execution, delivery and performance by such Purchaser has been advised that it is intended that of this Agreement will not constitute a security and that the offers and sales of the Tokens have not been registered under any country’s securities laws. The Purchaser is purchasing the Tokens for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. 4.3 That the Purchaser is not: (A) where the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or (C) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part consummation of the transactions contemplated in this Agreementhereby do not and will not (i) violate any provision of the organizational documents of such Purchaser, (Collectivelyii) assuming compliance with the matters referred to in Section C.1.a, “Excluded Persons”)violate any provision of any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree or (iii) violate or result in a default under any agreement or other instrument binding upon such Purchaser or any of its Subsidiaries, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined below) on such Purchaser. 4.4 The (g) Such Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictionshas, and the documents and information furnished by the Purchaser or will have prior to the Company pursuant Closing Date, sufficient cash or other sources of immediately available funds to this Agreement are true, accurate, complete, enable it to make payment of the purchase price for the Securities as required hereunder and non-misleading in all respects, related fees and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incompleteexpenses.

Purchaser Representations. The Purchaser represents and warrants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as follows: 4.1 The Purchaser is either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable 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. 4.2 The Purchaser has been advised that it is intended that this Agreement will not constitute a security and that the offers and sales of the Tokens have not been registered under any country’s securities laws. The Purchaser is purchasing the Tokens for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. 4.3 That the Purchaser is not: (A) where the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or (C) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, . (Collectively, “Excluded Persons”). 4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the Purchaser to the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incomplete.

Purchaser Representations. (a) The Purchaser represents and warrants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as follows: 4.1 The Purchaser is either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement instrument and to perform its obligations hereunder. This Agreement instrument constitutes a valid and binding obligation of the Purchaser, enforceable 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. 4.2 (b) The Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Purchaser has been advised that it is intended that this Agreement will not constitute a security and that the offers and sales of the Tokens have instrument has not been registered under the Securities Act, or any country’s U.S. state securities lawslaws and, therefore, cannot be transferred unless registered under the Securities Act and applicable U.S. state securities laws or unless an exemption from such registration requirements is available. The Purchaser is purchasing the Tokens this instrument for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, financial and business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. 4.3 That (c) The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is not:capable of evaluating the merits and risks of entering into this TPA and of purchasing Tokens. (Ad) where The Purchaser represents that it has adequate information on which to base its decision to purchase Tokens through this instrument and that the Purchaser has made and will make such investigation as Purchaser deems necessary or appropriate in connection with this TPA and the purchase of Tokens through this TPA. The Purchaser understands that information regarding the Tokens, the Network Launch and the Opu Platform may change from time to time or even become obsolete, that the Company is under no obligation to update any information provided to Purchaser, and that Purchaser is solely responsible for obtaining all such information at such times as Purchaser requires in making Purchaser’s decisions under this TPA. Except for the express representations and warranties of the Company under this instrument, the Company makes no, and the Purchaser is an individualnot relying upon any, representation or warranty, express or implied, of any kind. (e) The Purchaser’s entry into this TPA complies with applicable laws and regulations in the Purchaser’s jurisdiction. (f) The Purchaser understands that the Purchaser bears sole responsibility for any taxes as a person who result of the matters and transactions the subject of this instrument, and any future acquisition, ownership, use, sale or other disposition of Tokens held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the delivery of Tokens to the Purchaser pursuant to Section 1(a) of this instrument) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or the use or ownership of Tokens. (g) The Purchaser is not (i) a citizencitizen or resident of a geographic area in which use of cryptographic tokens is prohibited by applicable law, domiciled indecree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or physically present / located in in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an any jurisdiction(s) stipulated in Annex 3 (each individual, or an “Excluded Jurisdiction”);individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. If the Purchaser’s country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately notify Company. (Bh) where The Purchaser will not use the Purchaser is a body corporateTokens in connection with any activity that violates applicable laws in any relevant jurisdiction, a body corporate: including, but not limited to, use of the Tokens in connection with transactions that violate U.S. federal or state securities or commodity laws. (i) which The Purchaser understands there is incorporated in, no guarantee that a Network Launch and distribution of Tokens will occur at any particular time or operates out of, an Excluded Jurisdiction, or at all. (iij) which is under the The Purchaser will at all times maintain control of one or more individuals who is/the Purchaser’s wallet where any Tokens are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or (C) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, (Collectively, “Excluded Persons”). 4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictionsstored, and the documents and information furnished by Purchaser will not share or disclose the account credentials associated with such wallet with any other party. If the Purchaser to transfers Tokens into another wallet or vault, the Company pursuant to this Agreement are true, accurate, completePurchaser will likewise at all times maintain control of such other wallet or vault, and non-misleading in all respects, and there is no matter, event, circumstance will not share or disclose the account credentials associated with such other wallet or vault with any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incompleteparty.

Purchaser Representations. The Purchaser hereby represents and warrants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as followsCompany that: 4.1 The (a) Such Purchaser is either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement instrument and to perform its obligations hereunder. This Agreement instrument constitutes a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as may be 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. 4.2 The (b) Such Purchaser has been advised that it this instrument is intended that this Agreement will not constitute a security and that the offers and sales of the Tokens this instrument have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws. The . (c) Such Purchaser is purchasing the Tokens this instrument for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (d) Such Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Right and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such Purchaser or to which such Purchaser had access. (e) Such Purchaser understands that the purchase of the Right involves substantial risk. The Such Purchaser has such knowledge and experience in financial, financial and business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the such Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. 4.3 That (f) Such Purchaser agrees to be solely responsible for maintaining the secrecy and integrity of any and all private keys, wallets and cryptographic seed associated with the Network Address, and such Purchaser is not:understands that any loss, corruption, disclosure, or unauthorized access with respect to such private keys, wallets or cryptographic seed could result in the permanent and irrevocable theft or loss of Tokens allocated to such Network Address and for which Purchaser shall be solely responsible. (Ag) where the Such Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located “accredited investor” as defined in an any jurisdiction(sRule 501(a) stipulated in Annex 3 (each an “Excluded Jurisdiction”);of Regulation D promulgated under the Securities Act. (Bh) where Such Purchaser understands that the Tokens and Equity Securities are characterized as “restricted securities” under the Securities Act and Rule 144 promulgated thereunder inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under the Securities Act and applicable regulations thereunder such Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser is a body corporatefamiliar with Rule 144, a body corporate: (i) which is incorporated inas presently in effect, or operates out of, an Excluded Jurisdiction, or (ii) which and understands the resale limitations imposed thereby and by the Securities Act. Such Purchaser understands that the Company is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or (C) an individual or body corporate which is otherwise prohibited or ineligible in no obligation to register any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, (Collectively, “Excluded Persons”)securities sold hereunder. Such Purchaser understands that no public market now exists for any of the securities and that it is uncertain whether a public market will ever exist for the securities. 4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the Purchaser to the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incomplete.

Purchaser Representations. The Purchaser hereby irrevocably represents and warrants to the Company, as of Company the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as followsfollowing: 4.1 (a) The Purchaser is either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement instrument constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by bankruptcy, insolvency or other laws Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. 4.2 (b) THE PURCHASER AGREES AND CERTIFIES THAT THE PURCHASER IS ACQUIRING THE TOKENS FOR ITS OWN PERSONAL USE AND UTILITY, TO PARTICIPATE IN THE GLOBEX NETWORK, AND NOT FOR INVESTMENT OR FINANCIAL PURPOSES. The Purchaser has been advised that it is intended that notwithstanding the foregoing, this Agreement will not constitute may be a security under the Laws of certain jurisdictions and, when issued, the Tokens issuable hereunder may be securities under the Laws of certain jurisdictions, and that the offers and sales pursuant to this Agreement and of the Tokens have not been registered under any country’s securities lawsLaws and, therefore, may not be able to be resold except in compliance with each applicable country’s Laws. Except as specifically stated herein, no other person has a direct or indirect beneficial interest in the Tokens. The Purchaser is purchasing has relied upon its own investigation, legal and other advisors to determine that the Tokens which I am purchasing are not defined as “securities” in accordance with the definitions provided by the Securities Act of 1933 or the Securities Exchange of 1934. (c) The Purchaser therefore further agrees and certifies that it is entering into this Agreement and this Transaction for its own account for investmentaccount, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereofor assignment of this Agreement or the Tokens, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing or assigning the same. By signing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Agreement or any of the Tokens. The Purchaser has not been formed for the specific purpose of entering into this Agreement and acquiring any of the Tokens. (d) The Purchaser understands and acknowledges that no public market now exists for the Tokens, and that the Company has made no assurances that a public market will ever exist for the Tokens. The Purchaser has such knowledge and experience in financial, financial and business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investmententry into this Agreement and acquiring the Tokens, is able to incur a complete loss of such investment the Purchase Amount without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment not receiving the Tokens or any return of the Purchase Amount for an indefinite period of time.. The Purchaser agrees to complete the and submit to the Company the Purchaser Information Form attached hereto as Exhibit A. 4.3 That (e) Because the Tokens are not registered, the Purchaser is not:aware that should the Tokens be hereinafter determined to be a “security” I may be compelled to hold the Tokens indefinitely unless they are registered under the Act and any applicable state securities laws or I must obtain exemptions from such registration. The Purchaser acknowledges that the Company has no obligation to register or qualify this Agreement or the Tokens for resale (Af) where The Purchaser hereby confirms it is familiar with the technology, business environment, regulatory environment and other factors related to and affecting blockchain-based projects and innovations, smart contracts and the issuance and sale of blockchain tokens. The Purchaser hereby further confirms that it has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of entry into this Agreement and acquiring the Tokens and is able to bear the risks thereof. The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to enter into this Agreement and acquire the Tokens. The Purchaser understands that entering into this Agreement and acquiring the Tokens involve risks, all of which the Purchaser is an individualfully and completely assumes, a person who is a citizenincluding, domiciled inbut not limited to, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: risk that (i) which is incorporated inthe Tokens will not conform to the description set forth on Schedule A, or operates out of, an Excluded Jurisdiction, or (ii) which is the technology associated with the Globex Network will not function as intended; (iii) the Globex Network and Network Launch will not be completed; (iv) the Globex Network will fail to attract sufficient interest from key stakeholders; and (v) the Company and/or the Globex Network may be subject to investigation and punitive actions from Governmental Authorities. The Purchaser understands and expressly accepts that the Tokens will be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis, except only to the extent the Purchaser may be entitled to exercise rejection rights under Section 1(b) hereof. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS. (g) THE PURCHASER UNDERSTANDS THAT THE TOKENS, BLOCKCHAIN TECHNOLOGY, THE ETHEREUM PROTOCOL AND ETHER ARE NEW AND UNTESTED TECHNOLOGIES AND THAT FACTORS OUTSIDE THE COMPANY’S CONTROL AND ADVERSE CHANGES IN MARKET AND LEGAL CONDITIONS OR TECHNOLOGY WILL EXCUSE THE COMPANY’S DELIVERY OF TOKENS, SUBJECT ONLY TO PURCHASER’S RIGHTS UNDER SECTION 1(C) AND SECTION 5(B), AS APPLICABLE. THE PURCHASER FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE RISKS INHERENT IN THE TRANSACTION, INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH ON SCHEDULE B. FOR THE AVOIDANCE OF DOUBT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT IN CONNECTION WITH THE PURCHASER'S RIGHTS UNDER SECTION 1(C), SECTION 5(B) AND SECTION 5(C), THE COMPANY SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO LAUNCH THE GLOBEX NETWORK OR CONSUMMATE THE NETWORK LAUNCH. (h) The Purchaser understands that Purchaser bears sole responsibility for any taxes as a result of the control matters and transactions the subject of one this instrument, and any future acquisition, ownership, use, sale or more individuals who is/are citizen(sother disposition of Tokens held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) ofharmless for any claim, domiciled inliability, residents ofassessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance of Tokens to the Purchaser pursuant to Section 1(a) of the instrument) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or physically present / located in, an Excluded Jurisdiction; and/orthe use or ownership of Tokens. (Ci) an individual The Purchaser affirms that no notice is required to be given to any person, court, or body corporate which is otherwise prohibited government or ineligible any agency thereof by it in any wayconnection with the valid execution and delivery of this Agreement and the Tokens. Moreover, whether in full there are no actions, suits, proceedings or investigations, at law or in partequity or by or before any court, under government, administrative agency or arbitrator of any laws applicable to such individual or body corporate from participating in any part nature, that might have an effect on the consummation of the transactions contemplated by this Agreement and that are pending or threatened against, involving, or affecting it. (j) The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or warranties made by the Company or any other Person outside of this Agreement, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any presentation, technical paper, white paper, social media content or website posting. (k) The Tokens do not entitle, and the Purchaser has no expectation whatsoever of the Tokens providing to, the Purchaser or any Member any voting or economic interests (including, without limitation, rights to profits or distributions at any time or from time to time) or any other rights or interests whatsoever except those that are expressly specified on Schedule A. (l) This Agreement does not entitle, and the Purchaser has no expectation whatsoever of this Agreement providing to, the Purchaser or any other Person any voting or economic interests (including, without limitation, rights to profits or distributions at any time or from time to time) or any other rights or interests whatsoever, except those that are expressly specified in this Agreement, (Collectively, “Excluded Persons”). 4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the Purchaser to the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incomplete.

Purchaser Representations. (a) The Purchaser represents and warrants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as follows: 4.1 The Purchaser is either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement instrument and to perform its obligations hereunder. This Agreement instrument constitutes a valid and binding obligation of the Purchaser, enforceable 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. 4.2 (b) The Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Purchaser has been advised that it this instrument is intended that this Agreement will not constitute a security and that the offers and sales of the Tokens have has not been registered under the Securities Act, or any country’s state securities laws, and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Purchaser agrees to comply with applicable securities laws with respect to resales of the Rights or the Tokens, which includes a one-year holding period for resales pursuant to Rule 144 of the Securities Act. The Company may generally limit the transferability of the Rights and Tokens to be delivered pursuant to this Agreement. Purchaser has also been advised that this Agreement may be considered a hybrid instrument as such term is defined in the Commodities Exchange Act. The Purchaser further represents that it has received the Private Placement Memorandum dated [________] (the “PPM”) and it has been provided the opportunity to ask the Company questions, and where applicable, has received answers from the Company regarding the Rights pursuant to the Agreements generally and this Agreement and has reviewed and understands the disclosures provided in connection with the Agreement, including the risk factors set forth in the section of the PPM titled “Risk Factors”. The Purchaser is purchasing the Tokens this instrument for its own account for investmentaccount, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, financial and business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investmentpurchase, is able to incur a complete loss of such investment purchase without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment purchase for an indefinite period of time. 4.3 That (c) The Purchaser acknowledges its understanding that neither this Agreement nor PhunCoins are legal tender or are backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation (“SIPC”) protections, and therefore, accounts and value balances are not subject to FDIC or SIPC protections. (d) The Purchaser is not a resident of the state of New York nor a resident of any country in which the ownership of the Rights or the Tokens is prohibited. (e) If the Purchaser is not: not a United States person (Aas defined by Section 7701(a)(30) where of the Internal Revenue Code of 1986, as amended), the Purchaser is an individualhereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Rights and the Tokens, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: including (i) which is incorporated inthe legal requirements within its jurisdiction for the purchase of the Rights and the Tokens, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or (C) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws foreign exchange restrictions applicable to such individual Rights or body corporate from participating in Token purchase, (iii) any part governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the transactions contemplated in this AgreementRights or the Tokens. The Purchaser’s subscription and payment for, (Collectivelyand continued ownership of, “Excluded Persons”)the Rights or the Tokens will not violate any applicable securities or other laws of the Purchaser’s jurisdiction. 4.4 (f) The Purchaser complies with all anti-money laundering hereby has sufficient knowledge and anti-terrorism financing requirements experience in all applicable jurisdictions, business and financial matters to be able to evaluate the documents risks and information furnished by merits of its purchase of the Purchaser to the Company Rights pursuant to this Agreement are trueand of the Tokens and is able to bear the risks thereof. The Purchaser is aware of Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Rights pursuant to this Agreement. The Purchaser understands that the Tokens involve risks, accurateall of which the Purchaser fully and completely assumes, completeincluding, but not limited to, the risk that (i) the technology associated with the System will not function as intended; (ii) the System and non-misleading in all respectsSystem Launch will not be completed; (iii) the System will fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the System may be subject to investigation and punitive actions from Governmental Authorities. The Purchaser understands and expressly accepts that the Tokens will be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis. The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or warranties made by the Company outside of this instrument, and there is including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY RIGHTS OR TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE RIGHTS OR THE TOKENS. (g) The Purchaser understands that it has no matter, event, circumstance right against the Company or any other information which has arisen which would make Person except in the event of the Company’s breach of this instrument or intentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS INSTRUMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS INSTRUMENT. NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS INSTRUMENT. (h) The Purchaser understands that it bears sole responsibility for any documents taxes as a result of the matters and information provided misleading transactions the subject of this instrument, and any future acquisition, ownership, use, sale or incompleteother disposition of the Rights or Tokens held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance of the Rights or the Tokens to the Purchaser associated with or arising from the Purchaser’s purchase of the Rights and the Tokens hereunder, or the use or ownership of the Rights and the Tokens). (i) The Purchaser hereby represents that neither it nor any fact of its Rule 506(d) Related Parties is a “bad actor” within the meaning of Rule 506(d) of Regulation D under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d). (j) The Purchaser has sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand the Tokens, including their risks, uses and limitations and terms in this Agreement and to appreciate the risks and implications of purchasing the Rights pursuant to this Agreement. The Purchaser represents that it has obtained sufficient information about the omission Tokens to make an informed decision to purchase the Rights pursuant to the Agreement, and has read and understood the terms in this Agreement. The Purchaser is responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism the Purchaser uses to receive and hold Tokens it receives from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If the Purchaser’s private key(s) or other access credentials are lost, the Purchaser acknowledges that it may lose access to its Tokens. The Company is not responsible for any such losses. (k) The Purchaser agrees to be bound by any affirmation, assent or agreement that it transmits to the Company or the Company’s affiliates by computer or other electronic devise, including internet, telephonic and wireless devices, including, but not limited to, any consent it gives to receive communications from the Company or any of which would make the Company’s affiliates solely through electronic transmission. The Purchaser agrees that when it clicks on an “I Agree,” “I Consent,” or other similarly worded button or entry field with its mouse, keystroke or other device, the Purchaser’s agreement or consent will be legally binding and enforceable against it and will be the legal equivalent of its handwritten signature on an agreement that is printed on paper. The Purchaser agrees that the Company and any documents of the Company’s affiliates may send the Purchaser electronic copies of any and information provided misleading or incompleteall communications associated with its purchase of Tokens.

Purchaser Representations. (a) The Purchaser represents and warrants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as follows: 4.1 The Purchaser is either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement instrument and to perform its obligations hereunder. This Agreement instrument constitutes a valid and binding obligation of the Purchaser, enforceable 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. 4.2 (b) The Purchaser is an accredited Purchaser as such term is defined in Rule 501 of Regulation D under the Securities Act. The Purchaser has been advised that it this instrument is intended that this Agreement will not constitute a security and that the offers and sales of the Tokens have has not been registered under the Securities Act, or any country’s state securities lawslaws and, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Purchaser is purchasing the Tokens this security instrument for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, financial and business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. 4.3 That the Purchaser is not: (Ac) where the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or (C) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, (Collectively, “Excluded Persons”). 4.4 The Purchaser complies with has no intent to use or consume any or all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and Tokens on the documents and information furnished by corresponding blockchain network for the Tokens after Network Launch. The Purchaser enters into this security instrument purely to realize profits that accrue from purchasing Tokens at the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incompleteDiscount Price.

Purchaser Representations. (a) The Purchaser represents and warrants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as follows: 4.1 The Purchaser is either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement instrument and to perform its obligations hereunder. This Agreement instrument constitutes a valid and binding obligation of the Purchaser, enforceable 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. 4.2 (b) The Purchaser has been advised that it this instrument is intended that this Agreement will not constitute a security and that the offers and sales of the Tokens this instrument have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws. The Purchaser is purchasing the Tokens this instrument for its own account for investmentconsumption, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, financial and business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investmentcontribution, is able to incur a complete loss of such investment contribution without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment token acquisition for an indefinite period of time. 4.3 That (c) The Purchaser enters into this SAFT with the Purchaser is not: (A) where the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: predominant expectation that (i) which is incorporated inhe, she or operates out ofit, an Excluded Jurisdictionas the case may be, or will profit upon the successful development and Network Launch arising from the efforts of the Company and its employees to develop and market the Network, the Network Launch and related sale of the Tokens; and (ii) the Company will make actual delivery of the tokens to the Purchaser upon the required vesting date. (d) The Purchaser hereby has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of this SAFT and of the Tokens and is able to bear the risks thereof. The Purchaser is aware of Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire this SAFT. The Purchaser understands that the Tokens involve risks, all of which is under the control Purchaser fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the Network will not function as intended; (ii) the Network and Network Launch will not be completed; (iii) the Network will fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the Network may be subject to investigation and punitive actions from Governmental Authorities. The Purchaser understands and expressly accepts that the Tokens will be created and delivered to the Purchaser at the sole risk of one the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis. The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or more individuals who is/are citizen(s) ofwarranties made by the Company outside of this instrument, domiciled inincluding, residents ofbut not limited to, conversations of any kind, whether through oral or electronic communication, or physically present / located inany white paper. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, an Excluded Jurisdiction; and/orTHE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS. (Ce) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, (Collectively, “Excluded Persons”). 4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the understands that Purchaser to has no right against the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make Person except in the event of the Company’s breach of this instrument or intentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS INSTRUMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS INSTRUMENT. NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS INSTRUMENT. (f) The Purchaser understands that Purchaser bears sole responsibility for any documents taxes as a result of the matters and information provided misleading transactions the subject of this instrument, and any future acquisition, ownership, use, sale or incompleteother disposition of Tokens held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance of Tokens to the Purchaser pursuant to Section 1(a) of the instrument) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or any fact the use or information the omission ownership of which would make any documents and information provided misleading or incompleteTokens.

Purchaser Representations. The Purchaser represents hereby represents, warrants and warrants covenants to the Company, Seller that as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as followsrelated Closing Date: 4.1 (a) The Purchaser is either an individual or entity duly incorporatedorganized, validly existing and in good standing under the laws of the Purchaser’s place its jurisdiction of incorporationorganization, and has all licenses necessary to carry on its business now being conducted and is licensed, qualified and in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification; no demand for such qualification has been made upon the Purchaser by any state having jurisdiction and in any event the Purchaser is or will be in compliance with the laws of any such state to the extent necessary to enforce each Mortgage Loan. (b) The Purchaser had the full power and authority and legal capacity, right to acquire the Mortgage Loans that it acquired. The Purchaser has the full power and authority to execute and deliver this Agreement hold each Mortgage Loan, to sell each Mortgage Loan and to perform its obligations hereunderexecute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. This Agreement The Purchaser has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as limited by subject to applicable bankruptcy, insolvency or reorganization, receivership, conservatorship, insolvency, moratorium and other laws of general application relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of banks and to the general principles of equity. 4.2 The Purchaser has been advised that it equity (whether such enforceability is intended that this Agreement will not constitute considered in a security and that the offers and sales of the Tokens have not been registered under any country’s securities laws. The Purchaser is purchasing the Tokens for its own account for investment, not as a nominee proceeding in equity or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. 4.3 That the Purchaser is not: (A) where the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”at law); (Bc) where the The Purchaser is a body corporatedoes not believe, a body corporate: (i) which is incorporated innor does it have any reason or cause to believe, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/orthat it cannot perform each and every covenant contained in this Agreement; (Cd) an individual The Purchaser has not dealt with any broker or body corporate which is otherwise prohibited agent or ineligible anyone else who might be entitled to a fee or commission in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part connection with this transaction. (e) The consummation of the transactions contemplated in this Agreement, (Collectively, “Excluded Persons”). 4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the Purchaser to the Company pursuant to this Agreement are true, accurate, complete, and non-misleading is in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission ordinary course of which would make any documents and information provided misleading or incompletebusiness of the Purchaser.

Purchaser Representations. (a) The Purchaser represents and warrants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as follows: 4.1 The Purchaser is either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement Instrument and to perform its obligations hereunder. This Agreement Instrument constitutes a valid and binding obligation of the Purchaser, enforceable 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. 4.2 (b) The Purchaser is an Accredited Investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Purchaser has been advised that it this Instrument is intended that this Agreement will not constitute a security and that the offers and sales of the Tokens have has not been registered under the Securities Act, or any country’s state securities lawslaws and, therefore, cannot be resold, unless registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Purchaser is purchasing the Tokens this security instrument for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, financial and business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investment, including the Tokens, and is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. 4.3 That (c) The Purchaser has no set plan to and may or may not use or consume any or all of the Tokens on the corresponding blockchain network for the Tokens after the Network Launch. The Purchaser is not:enters into this security instrument purely to realize profits that accrue from purchasing Tokens based on the Bonus Arrangement. (Ad) where The Purchaser enters into this SAFT with the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: anticipation that (i) which is incorporated inhe, she or operates out ofit, an Excluded Jurisdictionas the case may be, or will profit upon the successful development of the Network and the Network Launch arising from the efforts of the Company and its employees; and (ii) the Company will make actual delivery of the Tokens to the Purchaser upon the Network Launch or a reasonable time thereafter based on the Bonus Arrangement. (e) The Purchaser is aware of Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire this SAFT. The Purchaser understands that the Tokens involve risks, all of which is under the control Purchaser fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the Company will not function as intended; (ii) the Network Launch will not be completed; (iii) the Network Launch will fail to attract sufficient interest from key stakeholders; (iv) the Tokens may experience significant price volatility which could result in significant price gains or losses for the Company; and (iv) the Company may be subject to investigation and legal and administrative actions from governmental authorities. The Purchaser understands and expressly accepts that the Tokens will be created and delivered to the Purchaser at the sole risk of one the Purchaser on an “AS IS” and “CONTINUOUS DEVELOPMENT” basis. The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or more individuals who is/are citizen(s) ofwarranties made by the Company outside of this Instrument, domiciled inincluding, residents ofbut not limited to, conversations of any kind, whether through oral or electronic communication, or physically present / located inany white paper. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, an Excluded Jurisdiction; and/orTHE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS. (Cf) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, (Collectively, “Excluded Persons”). 4.4 The Purchaser complies with all anti-money laundering and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished by the understands that Purchaser to has no right against the Company pursuant to this Agreement are true, accurate, complete, and non-misleading in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading Person, except in the event of the Company’s breach of this Instrument or incompleteintentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS INSTRUMENT, or any fact or information the omission of which would make any documents and information provided misleading or incompleteWHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS INSTRUMENT. NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR SIMILAR DAMAGES.

Purchaser Representations. (a) The Purchaser represents and warrants to the Company, as of the date hereof up to and including the date of the delivery of the Purchased Tokens on the date of Network Launch, as follows: 4.1 The Purchaser is either an individual or entity duly incorporated, validly existing and in good standing under the laws of the Purchaser’s place of incorporation, and has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable 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. 4.2 (b) The Purchaser is not a “U.S. person” as such term is defined in Rule 902 of Regulation S under the Securities Act. The Purchaser has been advised that it is intended that this Agreement will not constitute is a security and that the offers and sales of the Tokens have has not been registered under the Securities Act, or any country’s state securities lawslaws and, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Purchaser is purchasing the Tokens this security instrument for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial, financial and business and technology matters (including but not limited to blockchain technology and other considerations relating thereto) that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition condition, and is able to bear the economic risk of such investment for an indefinite period of time. The Purchaser further represents that it has been provided the opportunity to ask the Token Issuer questions, and where applicable, has received answers from the Token Issuer, regarding this Agreement and the offering of this Agreement. 4.3 That (c) The Purchaser is not a resident of the state of New York. (d) The Purchaser incorporates and restates in this Agreement by reference all representations and warranties made by the Purchaser is not:in the Purchase Agreement. The Purchaser further represents that it has read the Purchase Agreement, understands and agrees to be bound by its terms, and has been provided the opportunity to ask the Token Issuer questions, and where applicable, has received answers from the Token Issuer, regarding the Purchase Agreement. (Ae) where The representations and warranties of the Purchaser is an individual, a person who is a citizen, domiciled in, resident of, or physically present / located in an any jurisdiction(s) stipulated in Annex 3 (each an “Excluded Jurisdiction”); (B) where the Purchaser is a body corporate, a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; and/or (C) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated set forth in this AgreementDDA, (Collectivelyincluding those incorporated and restated by reference, “Excluded Persons”). 4.4 The Purchaser complies with all anti-money laundering shall be deemed repeated and anti-terrorism financing requirements in all applicable jurisdictions, and the documents and information furnished reaffirmed by the Purchaser to the Company Token Issuer as of each date the Token Issuer issues Tokens to the Purchaser pursuant to this Agreement. If at any time prior to the termination of this DDA, the representations and warranties set forth in this DDA, including those incorporated and restated by reference, cease to be true in any material respect, the Purchaser shall promptly so notify the Token Issuer in writing. (f) The Puchaser’s signature on the Signature Page of the Purchase Agreement are true, accurate, complete, constitutes delivery and non-misleading in all respects, execution of both the DDA and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incompletePurchase Agreement.