SHALL DEVOTE SUFFICIENT TIME, ATTENTION, AND ABILITY TO THE
BUSINESS OF THE COMPANY, AND TO ANY ASSOCIATED COMPANY, AS IS REASONABLY
NECESSARY FOR THE PROPER PERFORMANCE OF THE SERVICES PURSUANT TO THIS
AGREEMENT.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO REQUIRE THE CONTRACTOR
TO DEVOTE ITS EXCLUSIVE TIME, ATTENTION AND ABILITY TO THE BUSINESS OF THE
COMPANY.
DURING THE TERM OF THIS AGREEMENT, THE CONTRACTOR SHALL, AND SHALL
CAUSE EACH OF ITS AGENTS ASSIGNED TO PERFORMANCE OF THE SERVICES ON BEHALF OF
THE CONTRACTOR, TO:
(A)
AT ALL TIMES PERFORM THE SERVICES FAITHFULLY, DILIGENTLY, TO THE BEST OF
ITS ABILITIES AND IN THE BEST INTERESTS OF THE COMPANY;
(B)
DEVOTE SUCH OF ITS TIME, LABOUR AND ATTENTION TO THE BUSINESS OF THE
COMPANY AS IS NECESSARY FOR THE PROPER PERFORMANCE OF THE SERVICES HEREUNDER;
AND
(C)
REFRAIN FROM ACTING IN ANY MANNER CONTRARY TO THE BEST INTERESTS OF THE
COMPANY OR CONTRARY TO THE DUTIES OF THE CONTRACTOR AS CONTEMPLATED HEREIN.
6.2
OTHER ACTIVITIES.
THE CONTRACTOR SHALL NOT BE PRECLUDED
FROM ACTING IN A FUNCTION SIMILAR TO THAT CONTEMPLATED UNDER THIS AGREEMENT FOR
ANY OTHER PERSON, FIRM OR COMPANY.
ARTICLE VII
PRIVATE PLACEMENT OF COMPENSATION SHARES
7.1
DOCUMENTS REQUIRED FROM CONTRACTOR.
THE CONTRACTOR
SHALL
COMPLETE, SIGN AND RETURN TO THE COMPANY AS SOON AS POSSIBLE, ON REQUEST BY THE
COMPANY, SUCH ADDITIONAL
7
DOCUMENTS, NOTICES AND UNDERTAKINGS AS MAY BE REQUIRED BY REGULATORY AUTHORITIES
AND APPLICABLE LAW.
7.2
ACKNOWLEDGEMENTS OF CONTRACTOR
THE CONTRACTOR
ACKNOWLEDGES AND AGREES THAT:
(A)
THE CONTRACTOR AGREES AND ACKNOWLEDGES THAT NONE OF THE
COMPENSATION SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OF THE UNITED STATES,
AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR,
DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT OF 1933), EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND
IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(B)
THE CONTRACTOR HAS NOT ACQUIRED THE COMPENSATION SHARES AS A
RESULT OF, AND WILL NOT ITSELF ENGAGE IN, ANY "DIRECTED SELLING EFFORTS" (AS
DEFINED IN REGULATION S UNDER THE 1933 ACT) IN THE UNITED STATES IN RESPECT OF
ANY OF THE SECURITIES WHICH WOULD INCLUDE ANY ACTIVITIES UNDERTAKEN FOR THE
PURPOSE OF, OR THAT COULD REASONABLY BE EXPECTED TO HAVE THE EFFECT OF,
CONDITIONING THE MARKET IN THE UNITED STATES FOR THE RESALE OF ANY OF THE
COMPENSATION SHARES; PROVIDED, HOWEVER, THAT THE CONTRACTOR MAY SELL OR
OTHERWISE DISPOSE OF ANY OF THE COMPENSATION SHARES PURSUANT TO REGISTRATION
THEREOF UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNDER AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS;
(C)
THE COMPENSATION SHARES WILL BE SUBJECT