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

Regulation S Representations, Warranties and Covenants. The Wide Broad Shareholders represent and warrant to, and covenant with, MUBM as follows: (1) The Wide Broad Shareholder is not a U.S. person and is not acquiring the shares of common stock of MUBM for the account or for the benefit of any U.S. person and are 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 Wide Broad 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 Wide Broad Shareholder agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Act. (4) The Wide Broad Shareholder consents to the certificate for the shares of common stock of MUBM 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 Wide Broad Shareholder acknowledges that MUBM 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 Wide Broad Shareholder covenants and represents and warrants in favor of MUBM 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 Wide Broad Shareholders represent Purchaser represents and warrant warrants to, and covenant covenants with, MUBM Seller as follows: (1) The Wide Broad Shareholder Purchaser is not a U.S. person and is not acquiring the shares of common stock of MUBM FTME for the account or for the benefit of any U.S. person and are 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 Wide Broad Shareholder Purchaser 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 Wide Broad Shareholder Purchaser agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Act. (4) The Wide Broad Shareholder Purchaser consents to the certificate for the shares of common stock of MUBM FTME 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 Wide Broad Shareholder Purchaser acknowledges that MUBM Fitmedia 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 Wide Broad Shareholder Purchaser covenants and represents and warrants in favor of MUBM 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. The Wide Broad Shareholders represent and warrant to, and covenant with, MUBM CHFY as follows: (1i) The Wide Broad Shareholder is Shareholders are not a U.S. person and is are not acquiring the shares of common stock of MUBM Securities for the account or for the benefit of any U.S. person and are not a U.S. person who purchased the shares of common stock Securities in a transaction that did not require required registration under the Act. (2ii) The Wide Broad Shareholder agrees Shareholders agree to resell such common stock the Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration. (3iii) The Wide Broad Shareholder agrees Shareholders agree not to engage in hedging transactions with regard to such securities the Securities unless in compliance with the Act. (4iv) The Wide Broad Shareholder consents Shareholders consent to the certificate for or note representing the shares of common stock of MUBM Securities 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 Securities of common stock CHFY may not be conducted unless in compliance with the Act. (5v) The Wide Broad Shareholder acknowledges Shareholders acknowledge that MUBM CHFY has agreed to refuse to register any transfer of the shares of common stock Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration. (6vi) The Wide Broad Shareholder covenants Shareholders covenant and represents represent and warrants warrant in favor of MUBM CHFY 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 Wide Broad Shareholders represent and warrant to, and covenant with, MUBM CWTD as follows: (1) The Wide Broad Shareholder is Shareholders are not a U.S. person and is are not acquiring the shares of common stock Stock of MUBM CWTD for the account or for the benefit of any U.S. person and are 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 Wide Broad Shareholder agrees Shareholders agree to resell such common stock 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 Wide Broad Shareholder agrees Shareholders agree not to engage in hedging transactions with regard to such securities Stock unless in compliance with the Act. (4) The Wide Broad Shareholder consents Shareholders consent to the certificate for the shares of common stock Common Stock of MUBM CWTD 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 Common Stock of CWTD may not be conducted unless in compliance with the Act. (5) The Wide Broad Shareholder acknowledges Shareholders acknowledge that MUBM CWTD has agreed to refuse to register any transfer of the shares of common stock Common Stock of CWTD 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 Wide Broad Shareholder covenants Shareholders covenant and represents represent and warrants warrant in favor of MUBM CWTD 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.