Common use of No Disqualification Event Clause in Contracts

No Disqualification Event. (i) None of CÜR Media, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of CÜR Media’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with CÜR Media in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (vii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). CÜR Media has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. CÜR Media has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). (ii) CÜR Media is not aware of any person, other than any Issuer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Preferred Stock Units, Unit Shares and Unit Warrants. (iii) CÜR Media will promptly notify the Buyers in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

No Disqualification Event. (i) None of CÜR MediaCompany, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of CÜR Mediathe Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with CÜR Media the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (vii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). CÜR Media The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. CÜR Media The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). (ii) CÜR Media The Company is not aware of any person, other than any Issuer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Preferred Stock Units, Unit Shares and Unit Warrants. (iii) CÜR Media The Company will promptly notify the Buyers in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

No Disqualification Event. (i) None of CÜR Media, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company CÜR Media participating in the New Note Offering, any beneficial owner of 20% or more of CÜR Media’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with CÜR Media in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (vii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). CÜR Media has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. CÜR Media has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). (ii) CÜR Media is not aware of any person, other than any Issuer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Preferred Stock Units, Unit Shares and Unit WarrantsSecurities. (iii) CÜR Media will promptly notify the Buyers Buyer in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

No Disqualification Event. (i) None of CÜR MediaCompany, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of CÜR Mediathe Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with CÜR Media the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (vii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). CÜR Media The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. CÜR Media The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). (ii) CÜR Media The Company is not aware of any person, other than any Issuer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Preferred Stock Units, Unit Shares and Unit WarrantsSecurities. (iii) CÜR Media The Company will promptly notify the Buyers Buyer in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

No Disqualification Event. (i) None of CÜR MediaCompany, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of CÜR Mediathe Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with CÜR Media the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (vii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). CÜR Media The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. CÜR Media The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent a copy of any disclosures provided thereunder. (ii) CÜR Media The Company is not aware of any person, other than any Issuer Covered Person or Placement Agent Covered Person, defined as directors, executive officers, general partners, manager members or other officers of the Placement Agent (the “Placement Agent Covered Person”) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any the Preferred Stock Units, Unit Shares and Unit WarrantsSecurities. (iii) CÜR Media The Company will promptly notify the Buyers Placement Agent in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

No Disqualification Event. (i) None of CÜR MediaCompany, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the New Note Offering, any beneficial owner of 20% or more of CÜR Mediathe Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with CÜR Media the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to (vii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). CÜR Media The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. CÜR Media The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). (ii) CÜR Media The Company is not aware of any person, other than any Issuer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Preferred Stock Units, Unit Shares and Unit WarrantsSecurities. (iii) CÜR Media The Company will promptly notify the Buyers Buyer in writing of (A) any Disqualification Event relating to any Issuer Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.