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

Regulation S Representations, Warranties and Covenants. Each of the Duratech Shareholders represents and warrants to, and covenants with, UpSnap as follows: (1) None of the Duratech Shareholders is (A) a U.S. person (B) acquiring the New Shares for the account or for the benefit of any U.S. person and (C) 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) Each of the Duratech Shareholders agrees to resell any of the New Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the Securities Act. (3) Each of the Duratech Shareholders agree not to engage in hedging transactions with regard to the New Shares owned by it unless such transactions are in compliance with the Securities Act. (4) Each of the Duratech Shareholders consents to the placement of a legend on the certificate representing each of the New Shares received by them which legend shall state that a transfer or sale of any of the New Shares is prohibited unless such transfer or sale is effected pursuant to a registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act, and that any hedging transactions involving the New Shares may not be conducted unless such hedging transactions are made in compliance with the Securities Act. (5) Each of the Duratech Shareholders acknowledges that UpSnap shall refuse to register any New Shares if the transfer or sale of such New Shares were not made pursuant to a registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. (6) Each of the Duratech Shareholders covenants, represents and warrants in favor of UpSnap 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. Each of the Duratech Shareholders The Ren Shareholder represents and warrants to, and covenants with, UpSnap FitMedia as follows: (1) None of the Duratech Shareholders The Ren Shareholder is (A) not a U.S. person (B) and is not acquiring the New Shares shares of common stock of FitMedia for the account or for the benefit of any U.S. person and (C) 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) Each of the Duratech Shareholders The Ren Shareholder agrees to resell any of the New Shares 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 under the Securities Actregistration. (3) Each of the Duratech Shareholders agree The Ren Shareholder agrees not to engage in hedging transactions with regard to the New Shares owned by it such securities unless such transactions are in compliance with the Securities Act. (4) Each of the Duratech Shareholders The Ren Shareholder consents to the placement certificate for the shares of common stock of FitMedia to contain a legend on to the certificate representing each of the New Shares received by them which legend shall state effect that a transfer or sale of any of the New Shares is prohibited unless such transfer or sale is effected except pursuant to a registration under the Securities Act Act, or pursuant to an available exemption from registration under the Securities Actregistration, and that any hedging transactions involving the New Shares shares of common stock may not be conducted unless such hedging transactions are made in compliance with the Securities Act. (5) Each of the Duratech Shareholders The Ren Shareholder acknowledges that UpSnap shall FitMedia has agreed to refuse to register any New Shares if transfer of the transfer or sale shares of such New Shares were common stock not made pursuant to a registration under the Securities Act Act, or pursuant to an available exemption from registration under the Securities Actregistration. (6) Each of the Duratech Shareholders covenants, The Ren Shareholder covenants and represents and warrants in favor of UpSnap FitMedia 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. Each of the Duratech Shareholders The Purchaser represents and warrants to, and covenants with, UpSnap Seller as follows: (1) None of the Duratech Shareholders The Purchaser is (A) not a U.S. person (B) and is not acquiring the New Shares shares of common stock of K-Care for the account or for the benefit of any U.S. person and (C) 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) Each of the Duratech Shareholders The Purchaser agrees to resell any of the New Shares 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 under the Securities Actregistration. (3) Each of the Duratech Shareholders agree The Purchaser agrees not to engage in hedging transactions with regard to the New Shares owned by it such securities unless such transactions are in compliance with the Securities Act. (4) Each of the Duratech Shareholders The Purchaser consents to the placement certificate for the shares of common stock of K-Care to contain a legend on to the certificate representing each of the New Shares received by them which legend shall state effect that a transfer or sale of any of the New Shares is prohibited unless such transfer or sale is effected except in accordance with the provisions of Regulation S, pursuant to a registration under the Securities Act Act, or pursuant to an available exemption from registration under the Securities Actregistration, and that any hedging transactions involving the New Shares shares of common stock may not be conducted unless such hedging transactions are made in compliance with the Securities Act. (5) Each of the Duratech Shareholders The Purchaser acknowledges that UpSnap shall K-Care will refuse to register any New Shares if transfer of the transfer or sale shares of such New Shares were common stock not made in accordance with the provisions of Regulation S, pursuant to a registration under the Securities Act Act, or pursuant to an available exemption from registration under the Securities Actregistration. (6) Each of the Duratech Shareholders covenants, The Purchaser covenants and represents and warrants in favor of UpSnap the Seller 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.