Common use of Regulation S Representations, Warranties and Covenants Clause in Contracts

Regulation S Representations, Warranties and Covenants. The Majority Shareholder represents and warrants to, and covenants with, UFOG as follows: (1) The Majority Shareholder is not a U.S. person and is not acquiring the shares of common stock of UFOG for the account or for the benefit of any U.S. person and is not a U.S. person who purchased the shares of common stock in a transaction that did not require registration under the Act. (2) The Majority Shareholder agrees to resell such common stock only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration. (3) The Majority Shareholder agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Act. (4) The Majority Shareholder consents to the certificate for the shares of common stock of UFOG to contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration, and that hedging transactions involving the shares of common stock may not be conducted unless in compliance with the Act. (5) The Majority Shareholder acknowledges that UFOG has agreed to refuse to register any transfer of the shares of common stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration. (6) The Majority Shareholder covenants and represents and warrants in favor of UFOG that all of the representations and warranties set forth herein shall be true and correct at the time of Closing as if made on that date.

Regulation S Representations, Warranties and Covenants. The Majority Shareholder Buyer represents and warrants to, and covenants with, UFOG the Company and Bontems, as follows: (1) The Majority Shareholder Buyer is not a U.S. person and is not acquiring the shares of common stock of UFOG for the account or for the benefit of any U.S. person and is not a U.S. person who purchased the shares of common stock in a transaction that did not require registration under the Securities Act. (2) The Majority Shareholder Buyer agrees to resell such common stock only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. (3) The Majority Shareholder Buyer agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act. (4) The Majority Shareholder Buyer consents to the certificate for the shares of common stock of UFOG to contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, and that hedging transactions involving the shares of common stock may not be conducted unless in compliance with the Securities Act. (5) The Majority Shareholder Buyer acknowledges that UFOG the Company has agreed to refuse to register any transfer of the shares of common stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. (6) The Majority Shareholder Buyer covenants and represents and warrants in favor of UFOG the Company that all of the representations and warranties set forth herein shall be true and correct at the time of Closing as if made on that date.