Common use of Purchase Entirely for Own Account Clause in Contracts

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This The Investor understands that the Company is making this Agreement is made with such the Investor in reliance upon such the Investor’s 's representation to the Company, which by such the Investor’s 's execution of this Agreement such the Investor hereby confirms, that the Investor is outside the United States when receiving and executing this Agreement and is acquiring the Shares to be received by such Investor and as principal for the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such the Investor further represents that such the Investor does not 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 any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such the Investor’s representation representations to the Company, which by such the Investor’s execution of this Agreement such the Investor hereby confirms, that the Shares to be received acquired by such the Investor and the Conversion Shares (collectively, the “Securities”) hereunder will be acquired for investment for such the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, except as permitted by applicable federal or state securities laws. By executing this Agreement, such the Investor further represents that such the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations participation rights to such person or to any third person, with respect to any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such the Investor’s 's representation to the Company, which by such the Investor’s 's execution of this Agreement such the Investor hereby confirms, that the Shares Class A Common Stock to be received by such the Investor and (the Conversion Shares (collectively, the “"Securities”") will be acquired for investment for such the Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the samesame in violation of applicable securities laws. By executing this Agreement, such the Investor further represents that such the Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such the Investor’s representation to the Company, which by such the Investor’s execution of this Agreement such the Investor hereby confirms, that the Shares Common Stock to be received by such the Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the samesame in violation of applicable securities laws. By executing this Agreement, such the Investor further represents that such the Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made by the Company with such the Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received purchased by such Investor and the Conversion Common Stock issuable upon conversion of the Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such the Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Series C Preferred Stock to be received by such Investor and the Conversion Shares Common Stock issuable upon conversion thereof (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares to be received purchased by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the samesame (subject to the disposition of the Investor's property being at all times within its control). By executing this Agreement, such the Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations participation to such person or to any third person, with respect to any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such the Investor’s representation to the Company, which by such the Investor’s execution of this Agreement such the Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Issued Shares (for the purposes of this Section 3, collectively, the “Securities”) will be acquired for investment for such the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such the Investor further represents that such Investor it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations participation to such person or to any third person, with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares Series A Preferred Stock to be received by such Investor and the Conversion Shares issuable upon conversion thereof (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such the Investor’s 's representation to the Company, which by such the Investor’s 's execution of this Agreement such the Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) Securities will be acquired for investment for such the Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the samesame except as contemplated by the Merger Agreement (as defined in the Investor's Rights Agreement). By executing this Agreement, such the Investor further represents that such the Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Series A Preferred Stock to be received by such Investor and the Conversion Shares issuable upon conversion thereof (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This The Investor understands that the Company is making this Agreement is made with such the Investor in reliance upon such the Investor’s representation to the Company, which by such the Investor’s execution of this Agreement such the Investor hereby confirms, that the Investor is outside the United States when receiving and executing this Agreement and is acquiring the Shares to be received by such Investor and as principal for the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such the Investor further represents that such the Investor does not 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 any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own accountaccount (or the account of their respective affiliates), not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of any applicable law, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the samesame to any other person. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations participation to such person or to any third person, with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such --------------------------------- each Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares to be received purchased by such Investor and the Conversion Shares (collectively, the “Securities”) Class B Common Stock issuable upon conversion thereof will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such each Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, person with respect to any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is made with --------------------------------- such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Common Stock to be received by such Investor and (sometimes referred to in this Section 3 as the Conversion Shares (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, person with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation representations to the Company, which by such Investor’s execution of this Agreement such the Investor hereby confirms, that the portion of the Shares to be received acquired by such Investor and the Conversion Shares (collectively, the “Securities”) hereunder will be acquired for investment for such the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations participation rights to such person or to any third person, with respect to any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is The Transaction Documents are made with such each Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement the Transaction Documents, such Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) Securities will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreementthe Transaction Documents, such each Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person Person to sell, transfer or grant participations participation to such person Person or to any third person, with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that such Investor’s Shares, and if applicable, the Shares to be received by such Investor Warrant and the Conversion Warrant Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, person with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation 's representations to the Company, which by such Investor’s 's execution of this Agreement such the Investor hereby confirms, that the portion of the Shares to be received acquired by such Investor and the Conversion Shares (collectively, the “Securities”) hereunder will be acquired for investment for such the Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations participation rights to such person or to any third person, with respect to any of the Securities.Shares. 3.3

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that such Investor’s Shares, the Shares to be received by such Investor Warrant, and the Conversion Warrant Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, person with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Bridge Notes, the Series Y Shares to be received by such Investor and the Conversion Shares (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor Notes, the Warrants and any capital stock issuable upon exercise of the Conversion Shares Warrants (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or participation in any of the Securities to any third person, with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such --------------------------------- each Investor in reliance upon such each Investor’s 's representation to the Company, which by such each Investor’s 's execution of this Agreement such Agreement, Investor hereby confirms, that the Shares Common Stock to be received by such Investor and the Conversion Shares (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such each Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation representations to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the portion of the Shares to be received acquired by such Investor and the Conversion Shares (collectively, the “Securities”) hereunder will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations participation rights to such person or to any third person, with respect to any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is made with --------------------------------- such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Common Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the SecuritiesCommon Shares.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such the Investor’s representation to the Company, which by such the Investor’s execution of this Agreement such the Investor hereby confirms, that the Shares to be received by such Investor Issued Shares, and the Conversion Shares (for the purposes of this Section 3, collectively, the “Securities”) will be acquired for investment for such the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such the Investor further represents that such Investor it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations participation to such person or to any third person, with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor the Investors in reliance upon such Investor’s representation 's representations to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares Series 1 Preferred Stock and Warrant to be received by such Investor and the Conversion Shares (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own accountaccount in the ordinary course of business, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention intention, agreements or understandings, directly or indirectly, of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor it does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) Securities will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereofthereof in violation of the Act or any applicable federal or state securities laws, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities. Such Investor is acquiring the Securities hereunder in the ordinary course of its business.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor Notes and any capital stock issuable upon conversion of the Conversion Shares Notes (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or participation in any of the Securities to any third person, with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s its execution of this Agreement such Investor it hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectivelySecurities, the “Securities”) will be acquired for investment for such Investor’s its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that . Except for transfers to affiliated funds under common control (a) such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By same and (b) by executing this Agreement, such Investor further represents that such Investor it does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such the Investor’s 's representation to the Company, which by such the Investor’s 's execution of this Agreement such Agreement, the Investor hereby confirms, that the Shares Securities to be received acquired by such the Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such the Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such the Investor further represents that such the Investor does not presently have any contract, undertaking, agreement or arrangement with any person Person to sell, transfer or grant participations to such person Person or to any third personPerson, with respect to any of the Securities. The Investor has not been formed for the specific purpose of acquiring the Securities.

Purchase Entirely for Own Account. (i) This Agreement is made with such Investor the Investors in reliance upon such Investor’s each Investors's representation to the Company, which by such Investor’s each Investors's execution of this Agreement such Agreement, each Investor hereby confirms, that the Shares Securities to be received acquired by such Investor and the Conversion Shares (collectively, the “Securities”) Investors will be acquired for investment for such each Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such each Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor the Investors further represents represent that such each Investor 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 any of the Securities. Each Investor represents that it has full power and authority to enter into this Agreement.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) Preferred Stock will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, except as described herein, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such that, except as set forth herein, Investor does not presently have any contract, undertaking, agreement Agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the SecuritiesPreferred Stock. Investor represents that he has full power and authority to enter into this Agreement.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Series A-1 Preferred Stock to be received by such Investor and the Conversion Shares Common Stock issuable upon conversion thereof (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Securities to be received by such Investor and the Conversion Shares (collectively, the “Securities”) Common Stock issuable upon conversion or exercise thereof will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the SecuritiesSecurities other than the redemption feature of the Series B Preferred Stock.

Purchase Entirely for Own Account. This Agreement is made with such each Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Securities to be received by such Investor and the Conversion Shares (collectively, the “Securities”) Common Stock issuable upon conversion or exercise thereof will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such each Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Common Stock to be received by such Investor and the Conversion Shares (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Common Stock to be received by such Investor and (sometimes referred to in this Section 3 as the Conversion Shares (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, person with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such the Investor’s representation to the Company, which by such the Investor’s execution of this Agreement such the Investor hereby confirms, that the Shares to be received by such Investor Investor’s Shares, the Warrant and the Conversion Warrant Shares (collectively, the “Securities”) will be acquired for investment for such the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such the Investor further represents that such the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, person with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares Common Stock to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such each Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, except as permitted by applicable federal or state securities laws. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s its execution of this Agreement such hereof Investor hereby confirms, that the Shares Notes to be received by such Investor the Investor, the Preferred Stock, and the Conversion Shares Common Stock issuable upon conversion of the Preferred Stock (collectively, the “"Securities”") will be acquired for investment for such Investor’s its own account, account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor it does not have any contract, undertaking, agreement agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such the Investor’s representation to the Company, which by such the Investor’s execution of this Agreement such the Investor hereby confirms, that the Shares Class A Common Stock to be received by such the Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the samesame in violation of applicable securities laws. By executing this Agreement, such the Investor further represents that such the Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s investor's execution of this Agreement such Investor investor hereby confirms, that the Shares Securities to be received purchased by such Investor and pursuant to the Conversion Shares (collectively, the “Securities”) terms hereof will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. By executing this Agreement, and such Investor further represents that such Investor (i) has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this AgreementSecurities acquired by such Investor, such Investor further represents that such Investor does not have any and (ii) has no contract, undertaking, agreement or arrangement with any person Person to sellsell or transfer, transfer or grant participations any participation to such person Person or to any third personPerson, with respect to any of the SecuritiesSecurities to be acquired by such investor.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Series B Preferred Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is made with such the Investor in reliance upon such the Investor’s 's representation to the Company, which by such the Investor’s 's execution of this his Agreement such the Investor hereby confirms, that the Shares to be received Common Stock purchased by such Investor and the Conversion Shares (collectively, the “Securities”) hereunder will be acquired for investment for such the Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such the Investor further represents that such Investor does not 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 any of the SecuritiesCommon Stock.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Agreement, Investor hereby confirms, that the Revised Promissory Note, Shares and Class B Warrants (collectively the "Securities") to be received acquired by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired solely for investment and for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, selling or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any third person, with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor the Company in reliance upon such the Investor’s representation to the Company, which by such the Investor’s execution of this Agreement such the Investor hereby confirms, that the Shares Class A Units to be received by such the Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such the Investor further represents that such the Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Series E Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such each Investor in reliance upon such Investor’s 's representation to the CompanyHoldings, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares Series A Preferred Stock to be received by such Investor and the Conversion Shares Holdings Common Stock issuable upon conversion thereof (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Each Investor further represents that such Investor does not 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 any of the Securities. Each Investor represents that it has full power and authority to enter into this Agreement.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Series F Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such each Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Preferred Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) hereunder will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such each Investor purchasing Preferred Shares hereunder further represents that such Investor does not 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 any of the Securities.with

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon upon, among other things, such Investor’s representation to the CompanyNote Obligors, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) Notes will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing distributing, the sameNotes. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the SecuritiesNotes.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which which, by such Investor’s execution of this Agreement such Agreement, Investor hereby confirms, that the Shares Securities (including the Founders Tokens issuable upon exercise of the Warrants) to be received acquired by such Investor and the Conversion Shares (collectively, the “Securities”) pursuant to this Agreement will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not presently have any contract, undertaking, agreement or arrangement with any person Person to sell, transfer or grant participations to such person Person or to any third person, Person with respect to any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Securities to be received by such Investor and the Conversion Shares (collectively, the “Securities”) hereunder will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor purchasing Securities hereunder further represents that such Investor does not 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 any of the Securities, or any portion thereof. Each Investor that is an entity represents that it has full power and authority to enter into this Agreement.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares Warrants to be received by such Investor and the Conversion Warrant Shares issuable upon exercise of such Warrants (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation 's representations to the Company, which by such Investor’s 's execution of this Agreement such the Investor hereby confirms, that the portion of the Shares to be received acquired by such Investor and the Conversion Shares (collectively, the “Securities”) hereunder will be acquired for investment for such the Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations participation rights to such person or to any third person, with respect to any of the SecuritiesShares.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance in part upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such the Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such the Investor hereby confirms, that the Preferred Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such the Investor’s 's own accountaccount (or the account of its affiliates), not as a nominee or agent, and not with a view to the resale or distribution of any part thereofthereof in violation of any applicable law, and that such the Investor has no present intention of selling, granting any participation in, in or otherwise distributing the samesame to any other person. By executing this Agreement, such Investor further represents that such the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations participation to such person or to any third person, with respect to any of the SecuritiesPreferred Shares.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) Common Stock issuable upon conversion thereof will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, person with respect to any of the SecuritiesShares and the Common Stock issuable upon conversion thereof.

Purchase Entirely for Own Account. This Agreement is made with such each Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Preferred Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) hereunder will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such each Investor purchasing Preferred Shares hereunder further represents that such Investor does not 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 any of the SecuritiesPreferred Shares, or any portion thereof. Each Investor that is an entity represents that it has full power and authority to enter into this Agreement.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that that, except as set forth herein, the Shares Common Stock to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that that, except as set forth herein, such Investor does not 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 any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s representation to the Company, which by such Investor’s execution of this Agreement such Investor hereby confirms, that the Shares to be received by such Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Investor’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, except as permitted by applicable federal or state securities laws. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the SecuritiesShares.

Purchase Entirely for Own Account. This The Investor understands that the Company is making this Agreement is made with such the Investor in reliance upon such the Investor’s 's representation to the Company, which by such the Investor’s 's execution of this Agreement such the Investor hereby confirms, that the Purchase Shares to be received by such the Investor and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such the Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such the Investor further represents that such the Investor does not 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 any of the SecuritiesPurchase Shares.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such the Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Series D Preferred Stock to be received by such Investor and the Conversion Shares Stock (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person Person to sell, transfer or grant participations to such person Person or to any third personPerson, with respect to any of the Securities.

Purchase Entirely for Own Account. This Agreement is made with such Investor in reliance upon such Investor’s 's representation to the Company, which by such Investor’s 's execution of this Agreement such Investor hereby confirms, that the Shares Common Stock to be received by such Investor and the Conversion Shares Common Stock issuable upon conversion thereof (collectively, the “"Securities”") will be acquired for investment for such Investor’s 's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, in or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not 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 any of the Securities.