Common use of Recipient Representations Clause in Contracts

Recipient Representations. Recipient hereby makes the following certifications and representations with respect to the Shares listed above: (a) Recipient 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 acquire the Shares. Recipient is acquiring these Shares for investment for Recipient’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (b) Recipient acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Recipient’s investment intent as expressed herein. Recipient understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Recipient further acknowledges and understands that the Company is under no obligation to register the Shares. Recipient understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under Applicable Laws. (c) Recipient is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, ninety days thereafter (or such longer period as any market stand-off agreement may require) the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144. (d) In the event that the Company does not qualify under Rule 701 at the time of issuance of the Shares, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144. (e) Recipient further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Recipient understands that no assurances can be given that any such other registration exemption will be available in such event.

Recipient Representations. Recipient hereby makes the following certifications and representations with respect to the Shares listed above: (a) The Recipient has full legal capacity, power and authority to execute and deliver this SAFT and to perform its obligations hereunder. This SAFT constitutes valid and binding obligation of the Recipient, 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. (b) The Recipient has been advised of the technological nature of the COB Tokens and that the COB Token has not been registered under any country’s regulations and, therefore, cannot be resold except in compliance with the applicable country’s laws. The Recipient is acquiring COB Token for its own account for sponsorship, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Recipient has no present intention of selling, granting any participation in, or otherwise distributing the same. (c) The Recipient enters into this SAFT with the predominant expectation that (i) he, she or it, as the case may be, will benefit from the successful development and Platform Launch arising from the efforts of the Company and its employees to develop and market the Platform, the Platform Launch and related sale of the COB Tokens; and (ii) the Company will make actual delivery of COB Tokens to the Recipient upon the schedule set forth in Section 1. (d) The Recipient has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its execution of this SAFT and acquisition of the COB Tokens and is able to bear the risks thereof. The Recipient 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 acquire the Sharesexecute this SAFT. Recipient is acquiring these Shares for investment for Recipient’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (b) Recipient acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Recipient’s investment intent as expressed herein. The Recipient understands that the Shares must Tokens involve risks, all of which the Recipient fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the Platform will not function as intended; (ii) the Platform and Platform Launch will not be held indefinitely unless they are subsequently registered under completed; (iii) the Securities Act or an exemption Platform will fail to attract sufficient interest from such registration is availablekey stakeholders; and (iv) the Company and/or the Platform may be subject to investigation and punitive actions from Governmental Authorities. The Recipient further acknowledges understands and understands expressly accepts that the Company is under no obligation COB Tokens will be created and delivered to register the SharesRecipient at the sole risk of the Recipient on an “AS IS” and “UNDER DEVELOPMENT” basis. The Recipient understands and expressly accepts that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered Recipient has not relied on any representations or such registration is not required in the opinion of counsel satisfactory to warranties made by the Company and outside of this SAFT, including, but not limited to, conversations of any other legend required under Applicable Laws. (c) Recipient is familiar with the provisions of Rule 701 and Rule 144kind, each promulgated under the Securities Actwhether through oral or electronic communication. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, whichTHE RECIPIENT 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, in substanceBY WAY OF TECHNICAL ADVICE OR OTHERWISE, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, ninety days thereafter (or such longer period as any market stand-off agreement may require) the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144. (d) In the event that the Company does not qualify under Rule 701 at the time of issuance of the Shares, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144RELATED TO THE USE OF COB TOKENS. (e) The Recipient further understands that Recipient has no right against the Company or any other Person except in the event all of the applicable requirements Company’s breach of Rule 701 this SAFT or 144 are not satisfiedintentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS SAFT, registration under the Securities ActWHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, compliance with Regulation ATORT OR OTHERWISE, or some other registration exemption will be required; and thatSHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS SAFT. NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, notwithstanding the fact that Rules 144 and 701 are not exclusiveINDIRECT, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or salesINCIDENTAL, and that such persons and their respective brokers who participate in such transactions do so at their own risk. SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS SAFT. (f) The Recipient understands that no assurances can be given Recipient bears sole responsibility for any taxes as a result of the matters and transactions the subject of this SAFT, and any future acquisition, ownership, use, sale or other disposition of COB Tokens held by the Recipient. To the extent permitted by law, the Recipient 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 distribution of COB Tokens to the Recipient) associated with or arising from the Recipient’s acquisition of COB Tokens hereunder, or the use or ownership of COB Tokens. (g) The Recipient has been complying with the applicable anti-money laundering statutes and the rules and regulations thereunder and any such other registration exemption related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively the “Anti-Money Laundering Laws”), and represents that he/she/it will be available not engage in such eventany money laundering or terrorist financing activity as defined under the Anti-Money Laundering Laws through his/her/its participation in the contribution to the Company and the distribution of the COB Tokens.