INVESTMENT COMPANY.
THE COMPANY IS NOT, AND UPON THE CLOSING WILL
NOT BE, AN "INVESTMENT COMPANY," A COMPANY CONTROLLED BY AN "INVESTMENT
COMPANY," OR AN "AFFILIATED PERSON" OF, OR "PROMOTER" OR "PRINCIPAL UNDERWRITER"
FOR, AN "INVESTMENT COMPANY," AS SUCH TERMS ARE DEFINED IN THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED.
II.
PRIVACY OF CUSTOMER INFORMATION.
EACH OF THE COMPANY AND ITS
SUBSIDIARIES HAS A PRIVACY POLICY (THE "PRIVACY POLICY") REGARDING THE
COLLECTION AND USE OF INFORMATION FROM CUSTOMERS AND OTHER PARTIES ("CUSTOMER
INFORMATION"), COPIES OF WHICH HAVE BEEN PROVIDED TO THE PURCHASERS.
NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES USES ANY OF THE CUSTOMER INFORMATION IN
AN UNLAWFUL MANNER, OR IN A MANNER VIOLATIVE OF THE PRIVACY POLICY OR THE
PRIVACY RIGHTS OF ITS CUSTOMERS.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS COLLECTED ANY CUSTOMER INFORMATION THROUGH ITS WEBSITE IN AN
UNLAWFUL MANNER OR IN VIOLATION OF ITS PRIVACY POLICY.
EACH OF THE COMPANY AND
ITS SUBSIDIARIES HAS ADEQUATE SECURITY MEASURES IN PLACE TO PROTECT THE CUSTOMER
INFORMATION FROM ILLEGAL USE BY THIRD PARTIES OR USE BY THIRD PARTIES IN A
MANNER VIOLATIVE OF THE RIGHTS OF PRIVACY OF ITS CUSTOMERS.
NO THIRD PARTY HAS
OBTAINED UNAUTHORIZED ACCESS TO THE CUSTOMER INFORMATION.
THE CONSUMMATION OF
THE TRANSACTIONS AND THE TRANSFER OF THE CUSTOMER INFORMATION WILL NOT VIOLATE
THE PRIVACY POLICY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AS IT CURRENTLY
EXISTS OR AS IT EXISTED AT ANY TIME DURING WHICH ANY OF THE CUSTOMER INFORMATION
WAS COLLECTED OR OBTAINED, OR ANY RIGHTS OF CONSUMERS RELATING THERETO.
23
JJ.
ACQUISITION AGREEMENT.
THE COMPANY HAS DELIVERED OR MADE
AVAILABLE TO THE PURCHASERS, TRUE, COMPLETE AND CORRECT COPIES OF THE SHARE
PURCHASE AGREEMENT DATED SEPTEMBER 13, 2005, BY AND AMONG THE COMPANY AND THE
SHAREHOLDERS LISTED THEREIN RELATING TO THE ACQUISITION OF ALL OF THE ISSUED AND
OUTSTANDING SHARES OF BIOSIL LIMITED AND NAGOR LIMITED, RESPECTIVELY (THE "SHARE
PURCHASE AGREEMENT").
4.
COVENANTS.
A.
REASONABLE BEST EFFORTS.
EACH PARTY SHALL USE ITS REASONABLE
BEST EFFORTS TO TIMELY SATISFY EACH OF THE CONDITIONS TO BE SATISFIED BY IT AS
PROVIDED IN SECTIONS 6 AND 7 OF THIS AGREEMENT.
B.
FORM D AND BLUE SKY.
THE COMPANY AGREES TO TIMELY FILE A FORM D
WITH RESPECT TO THE SECURITIES AS REQUIRED UNDER REGULATION D AND TO PROVIDE A
COPY THEREOF TO EACH PURCHASER PROMPTLY AFTER SUCH FILING.
THE COMPANY SHALL,
ON OR BEFORE THE CLOSING DATE, TAKE SUCH ACTION AS THE COMPANY SHALL REASONABLY
DETERMINE IS NECESSARY IN ORDER TO OBTAIN AN EXEMPTION FOR, OR TO QUALIFY THE
SECURITIES FOR, SALE TO THE PURCHASERS AT THE CLOSING PURSUANT TO THIS AGREEMENT
UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF THE STATES OF THE UNITED
STATES, AND SHALL PROVIDE EVIDENCE OF ANY SUCH ACTION SO TAKEN TO THE PURCHASERS
ON OR PRIOR TO THE CLOSING DATE.
THE COMPANY SHALL MAKE ALL FILINGS AND REPORTS
RELATING TO THE OFFER AND SALE OF THE SECURITIES REQUIRED UNDER APPLICABLE
SECURITIES OR "BLUE SKY" LAWS