Common use of Purchaser Representations Clause in Contracts

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

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

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

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

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

Purchaser Representations. Purchaser hereby represents and warrants to the Insider Providers that: (a) PurchaserPurchaser is a corporation duly organized, validly existing and in making good standing under the decision to purchase the Purchased Shares and receive the Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any laws of the Company’s officers, directors, partners or employees or any other representatives or agents, other than the representations made by the Insider in Section 5 State of this AgreementDelaware. (b) Purchaser has all requisite corporate power and authority necessary to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (c) This Agreement has been validly authorized, duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the other party hereto, is constitutes a valid and binding agreement obligation of Purchaser, enforceable against it in accordance with its terms, subject to except as limited by the general principles application of equity bankruptcy, moratorium and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. generally and as limited by the availability of specific performance and the application of equitable principles. (d) The execution, execution and delivery and performance by Purchaser of this Agreement Agreement, the performance by Purchaser of its obligations hereunder, and the consummation by Purchaser does of the transactions contemplated hereby do not and will not (i) conflict with or violate the provisions of Purchaser’s certificate of incorporation or bylaws, (ii) with such exceptions as, individually and in the aggregate, have not had and are not reasonably likely to have, a material adverse effect on the ability of Purchaser to perform its obligations hereunder, conflict with, violate or cause a breach of, constitute a default under, or result in a violation or breach of, result in the acceleration of any rights under, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, any contract which Purchaser is subject, (iii) violate or breach the terms of, or cause any default under, any Law to which Purchaser is subject, (iv) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Entity, or (v) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) any agreement, contract or instrument to which the Purchaser is a party which would prevent the Purchaser from performing its obligations hereunder or through (iiiv) any law, statute, rule or regulation to which the Purchaser is subject. (c) The Purchaser acknowledges that an investment in the Company involves certain significant risks and that it has had the opportunity to review of this Agreement and the transactions contemplated by this Agreement with the Purchaser’s own legal counsel and investment and tax advisors. The Purchaser has considered the suitability of an investment in the Company in light of its own circumstances and financial condition and is able to bear the risks associated with an investment in the Company. clause (d) The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and has such knowledge, skill and experience in business, financial and investment matters that it is capable of evaluating the merits and risks of an investment in the Company). (e) The Founder Shares have not been registered under the Securities Act, or any state securities act, and are being issued on the basis of exemptions from registration under the Securities Act and applicable state securities acts. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the Purchaser’s representations and warranties set forth herein. The Purchaser acknowledges and hereby agrees that such Founder Shares will not be transferable under any circumstances unless registered in accordance with federal and state securities laws or an available exemption under such laws. Accordingly, the Purchaser hereby acknowledges that there can be no assurance that the Purchaser will be able to liquidate its investment in the Founder Shares. (f) The Purchaser has been given the opportunity (i) to ask questions of and receive answers from the Company and its designated representatives concerning the Company, L▇▇▇▇▇▇ and the business and financial condition of the Company and L▇▇▇▇▇▇ as it has deemed necessary or advisable to evaluate the merits and risks of an investment in the Company and (ii) to obtain any additional information that is necessary to assist the Purchaser in evaluating the advisability of an investment in the Company. The Purchaser confirms that the Company has not (1) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Company or (2) made any representation to the Purchaser regarding the legality of an investment in the Company under applicable legal investment or similar laws or regulations. (g) The Purchaser is investing in the Company for its own account for investment purposes, not as nominees or agents for other persons or entities and not with a view to, or for offer or sale in connection with, any distribution thereof. The Purchaser does not have a present intention to sell any of the Purchased Shares or Founder Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of such shares to or through any person or entity.