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THE SHARES (AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933. ACCORDINGLY, THE SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR TO "U.S. PERSONS," AS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT OF
1933, UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR 1933 OR
ARE EXEMPT FROM SUCH REGISTRATION.
OFFSHORE CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENT
Selfcare, Inc./ Berkeley Investment Group Ltd.
October 10, 1996
THIS OFFSHORE CONVERTIBLE SECURITIES SUBSCRIPTION AGREEMENT (hereinafter
the "Agreement") has been executed by the undersigned in connection with the
sale of certain shares of A Series Convertible Preferred Stock (hereinafter the
"Preferred Shares"), convertible into shares of common stock (hereinafter the
"Common Shares" and, collectively with the Preferred Shares, the "Shares") of
Selfcare, Inc. (SLF), ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, a corporation
organized under the laws of Delaware (hereinafter "Seller") to Berkeley
Investment Group Ltd., located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
Bahamas, a corporation organized under the laws of the Bahamas (hereinafter
"Buyer"). Seller and Buyer (hereinafter collectively the "parties") each hereby
represents, warrants and agrees as follows:
1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE
(i) Buyer hereby subscribes for One Thousand (1,000) Preferred Shares, at a
purchase price of One Thousand Dollars ($1,000) U.S. per share, said Preferred
Shares convertible into Common Shares in accordance with the terms set forth in
this Agreement and in the Certificate of Designations attached as Exhibit A to
this Agreement, for an aggregate purchase price of One Million Dollars
($1,000,000) payable in United States Dollars.
(ii) Buyer shall pay the purchase price by delivering same day funds in
United States Dollars to an escrow agent or as otherwise agreed between the
parties, to be delivered to the order of Seller at the time of delivery of the
Preferred Shares.
(iii) This Agreement has been executed in connection with an offering (the
"Offering") by Seller of Preferred Shares convertible into shares of common
stock pursuant to Regulation S ("Regulation S") promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). Buyer will be notified of the
date of the completion of the Offering.
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2. BUYER'S REPRESENTATIONS AND COVENANTS
Buyer hereby represents and warrants to Seller as follows:
(i) Buyer is not a "U.S. Person" as defined by Rule 902 of Regulation S,
and, if Buyer is not a natural person, was not organized under the laws of any
U.S. jurisdiction, and was not formed for the purpose of investing in securities
not registered under the Securities Act;
(ii) Buyer is not a dealer, as that term is defined in Section 2(12) of the
Securities Act, and Buyer is not a distributor or an affiliate of a distributor,
as those terms are defined in Regulation S;
(iii) At the time the buy order for this transaction was originated, Buyer
was outside the United States;
(iv) No offer to purchase the Preferred Shares was made in the United
States;
(v) Buyer is either (a) purchasing the Preferred Shares for its own account
for investment purposes and not with a view to, or for sale in connection with,
a distribution of the Shares in the United States or for the account(s) of any
U.S. person, or (b) acting as agent for a principal and is making the
representations, warranties and covenants contained herein on behalf of such
principal;
(vi) All subsequent offers and sales of the Shares will be made (a) outside
the United States in compliance with Regulation S, (b) pursuant to registration
of the Shares under the Securities Act, or (c) pursuant to an exemption from
such registration. Buyer understands the conditions of the exemption from
registration afforded by Section 4(l) of the Securities Act and acknowledges
that there can be no assurance that it will be able to rely on such exemption.
In any case, Buyer will not dispose of the Shares, or any portion thereof or
interest therein, to U.S. Persons or within the United States until after the
end of the forty (40) day period commencing on the date of completion of the
Offering (the "Restricted Period") and unless the intended disposition does not
violate the Securities Act or the rules and regulations thereunder, and the
provisions of any applicable jurisdiction's securities laws and any rules and
regulations thereunder;
(vii) Buyer has no existing short position with respect to the common stock
of Seller and agrees not to enter into any short sales or other hedging
transactions with respect to the common stock of Seller at any time after the
execution of this Agreement by Buyer and prior to the date on which the
Preferred Shares become convertible. Buyer further agrees that, at all times
after the execution of this Agreement by Buyer and prior to the date on which
the Preferred Shares becomes convertible, it will keep its purchase of the
Shares confidential, except as required by law and except as necessary in the
ordinary course of Buyer's business;
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(viii) Buyer understands that the Preferred Shares have not been registered
under the Securities Act and are being offered and sold to it under Regulation
S, which provides an exemption from registration otherwise required by the
Securities Act, and that Seller is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings of
Buyer set forth herein in order to determine the applicability of such
provisions. Accordingly, Buyer agrees to fully indemnify, defend and hold
harmless Seller, its management and its affiliates, employees and agents from
any and all claims, actions and causes of action whatsoever which may result
from a breach of the representations, warranties, agreements, acknowledgments
and understandings of Buyer set forth in this Agreement;
(ix) Any offering documents received by Buyer include statements to the
effect that the Shares have not been registered under the Securities Act and
such securities may not be offered or sold in the United States or to U.S.
Persons during the Restricted Period; Buyer acknowledges receipt and review of
the following offering documents: (a) a copy of this Agreement, (b) a
Certificate of Designation of Preferred Stock, (c) Seller's final prospectus
dated ▇▇▇▇▇▇ ▇, ▇▇▇▇, (▇) Seller's Form 10-QSB for the quarterly period ending
June 30, 1996, and (e) a Supplemental Offering Memorandum dated October 2, 1996;
(x) Buyer, in making the decision to purchase the Preferred Shares
subscribed for, has relied upon independent investigations made by it and has
not relied on any information or representations made by third parties;
(xi) In the event of resale of the Shares during the Restricted Period,
Buyer shall provide a written confirmation or other written notice to any
distributor, dealer, or person receiving a selling concession, fee, or other
remuneration in respect of the Shares stating that such purchaser is subject to
the same restrictions on offers and sales that apply to the undersigned, and
shall require that any such purchaser shall provide such written confirmation or
other notice upon resale during the Restricted Period;
(xii) Buyer has not taken any action that would cause Seller to be subject
to any claim for commission or other fee or remuneration by any broker, finder,
or other person and Buyer hereby indemnifies Seller and its directors, officers
and affiliates against any such claim caused by the actions of Buyer or any of
its employees or agents;
(xiii) Buyer acknowledges that the purchase of the Shares is a speculative
investment involving a high degree of risk and any estimates and predictions
that may have been made by the Company merely represent predictions of future
events which may or may not occur and are based on assumptions which may or may
not occur. As a consequence, such predictions may not be relied upon to indicate
the actual results which might be attained. Buyer has carefully read the
Supplemental Offering Memorandum and understands and has evaluated the risks of
a purchase of the Shares. Such risks are set forth in the section entitled "Risk
Factors" of the Company's final prospectus dated August 6, 1996, and are updated
in the Supplemental Offering Memorandum dated October 2, 1996; and
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(xiv) Buyer represents and warrants that if Buyer is executing this
Agreement in a representative or fiduciary capacity, Buyer has full power and
authority to execute and deliver this Agreement on behalf of the subscribing
corporation, partnership, trust or other entity for whom Buyer is executing this
Agreement, and such corporation, partnership, trust or other entity has full
right and power to enter into and perform this Agreement.
3. SELLER'S REPRESENTATIONS AND COVENANTS
Seller represents and warrants to Buyer as follows:
(i) Each of Seller and its subsidiaries, if any, have been duly
incorporated and are validly existing and in good standing under the laws of
their respective jurisdictions of incorporation. Seller is a "Domestic Issuer"
and a "Reporting Issuer," as such terms are as defined by Rule 902 of Regulation
S. Seller has registered its common stock pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is in full
compliance with all reporting requirements of either Section 13(a) or 15(d) of
the Exchange Act, and Seller's common stock trades on the American Stock
Exchange;
(ii) Seller has furnished Buyer with copies of Seller's Form 10-QSB for the
quarterly period ending June 30, 1996, the final prospectus dated August 6,
1996, and the Supplemental Offering Memorandum dated October 2, 1996. The
aforementioned documents do not, as of the respective date of each, include an
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements in said documents, in light of the circumstances
under which they were made, not misleading;
(iii) Seller has not offered the Shares to any person in the United States,
any identifiable group of U.S. citizens abroad, or to any U.S. Person in
violation of the Securities Act;
(iv) At the time the buy order was originated, Seller reasonably believed
Buyer was outside the United States and was not a U.S. Person;
(v) Seller and/or its agents reasonably believe that the sale of Preferred
Shares has not been prearranged with a buyer in the United States;
(vi) Seller has not conducted any "directed selling efforts" with respect
to the Preferred Shares;
(vii) The Shares when issued and delivered will be duly and validly
authorized and issued, fully-paid and nonassessable and will not subject the
holders thereof to personal liability by reason of being such holders. There are
no preemptive rights of any shareholder of Seller with respect to the Shares;
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(viii) This Agreement has been duly authorized, validly executed and
delivered on behalf of Seller and is a valid and binding agreement in accordance
with its terms, subject to general principles of equity and to bankruptcy or
other laws affecting the enforcement of creditors' rights generally;
(ix) The execution and delivery of this Agreement and the consummation of
the issuance of the Shares and the transactions contemplated by this Agreement
do not and will not conflict with or result in a breach by Seller, or any of its
subsidiaries, if any, of any of the terms or provisions of, or constitute a
default under, the Certificate of Incorporation or bylaws of Seller or any of
its subsidiaries, if any, or any indenture, mortgage, deed of trust or other
material agreement or instrument to which Seller or any of its subsidiaries, if
any, is a party or by which it or any of its subsidiaries, if any, any of their
respective properties or assets are bound, or any existing applicable decree,
judgment or order of any court, Federal or State regulatory body, administrative
agency or other governmental body having jurisdiction over Seller or any of its
subsidiaries, if any, or any of their respective properties or assets;
(x) No authorization, approval or consent of any governmental body is
legally required for the issuance and sale of the Shares as contemplated by this
Agreement;
(xi) Seller will issue one or more certificates representing the Preferred
Shares in the name of Buyer in such denominations to be specified by Buyer prior
to closing. Upon conversion of the Preferred Shares, Seller will issue one or
more certificates representing the Common Shares in the name of Buyer without a
restrictive legend and in such denominations to be specified by Buyer prior to
conversion. Seller further warrants that no instructions other than these
instructions, and instructions for a "stop transfer" until the end of the
Restricted Period, have been given to the transfer agent and also warrants that
the Shares shall otherwise be freely transferable by the Buyer on the books and
records of Seller subject to compliance with Federal and State securities laws.
Seller will notify the transfer agent of the date of completion of the Offering
and of the date of expiration of the Restricted Period. Nothing in this section
shall affect in any way Buyer's obligations and agreement to comply with all
applicable securities laws upon resale of the Shares;
(xii) Seller has taken and will take no action that will affect in any way
the running of the Restricted Period or the ability of Buyer to resell the
Shares in accordance with Regulation S;
(xiii) Seller will comply, provided that Buyer's representations herein are
true and correct and Buyer complies with its obligations under this Agreement,
with all applicable securities laws and regulations with respect to the sale of
the Shares, including but not limited to the filing of all reports required to
be filed in connection with the sale of the Preferred Shares pursuant to the
Securities Exchange Act of 1934 with the Securities and Exchange Commission or
any stock exchange or NASDAQ or any other relevant regulatory authority;
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(xiv) Seller agrees that it will not issue a press release or other
communication to the public containing Buyer's name or other identifying
information without Buyer's written consent unless required by law or the
requirements of the American Stock Exchange to do so; and
(xv) Seller agrees to fully indemnify, defend and hold harmless Buyer, its
management and its affiliates, employees and agents from any and all claims,
actions and causes of action whatsoever which may result from a breach of the
representations, warranties, agreements, acknowledgments and understandings of
Seller set forth herein.
4. REGISTRATION
If upon conversion of the Preferred Shares effected by Buyer pursuant to
the terms of this Agreement and the Certificate of Designation following the
expiration of the Restricted Period, Seller fails to issue certificates for
Common Shares issuable upon such conversion to Buyer bearing no restrictive
legend for any reason other than Seller's reasonable good faith belief that the
representations and warranties made by Buyer in this Agreement were untrue when
made or other than because a legend is appropriate because of a change m
Regulation S, or the written interpretation thereof by the Securities and
Exchange Commission, occurring after the date hereof, then Seller shall be
required, at the written request of the Buyer m prior to the second anniversary
of this Agreement and at Seller's expense, to effect the registration of the
Common Shares issued upon such conversion of the Preferred Shares under the
Securities Act and relevant Blue Sky laws as promptly as is practicable. Upon
receipt of such written notice, Seller shall have the option to (i) register all
Common Shares issuable to Buyer upon conversion of the Preferred Shares, in
which case Seller shall cause the registration statement therefor (which may
include shares of common stock issued or to be issued to other shareholders) to
remain effective for the life of the Preferred Shares, or (ii) register only the
number of Common Shares already issued to Buyer, in which case Seller shall
cause the registration statement therefor to remain effective for sixty (60)
days following the effective date of such registration statement. Seller and the
Buyer shall cooperate in good faith in connection with the furnishing of
information required for such registration and the taking of such other actions
as may be legally or commercially necessary in order to effect such
registration. Seller shall file a registration statement within 40 days of
Buyer's demand therefor and shall use its reasonable best efforts to cause such
registration statement to become effective as soon as practicable thereafter and
in any event within 90 days of the date of the initial filing thereof. Such
efforts shall include, but not be limited to, promptly responding to all
comments received from the staff of the Securities and Exchange Commission
("SEC") and promptly preparing and filing amendments to such registration
statement which are responsive to the comments received from the staff of the
SEC. Once declared effective by the SEC, Seller shall cause such registration
statement to remain effective for the period of time noted above or, if shorter,
until the sale by Buyer of its Common Shares registered thereby. In the event
that Buyer has complied with its obligations hereunder but Seller has not
effected the registration of the Common Shares issuable upon the conversion of
the Preferred Shares under the Act and relevant Blue Sky Laws within ninety (90)
days after the date of filing of the
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registration statement, Seller shall pay to Buyer by wire transfer, as
liquidated damages for such failure and not, as a penalty, an amount in cash
equal to $100,000; provided, however, that the aggregate amount payable to Buyer
hereunder shall be reduced so that the aggregate amounts payable to Buyer and to
other buyers in the Offering shall not exceed $400,000. Such payment shall be
made to Buyer immediately upon expiration of the 90-day period referenced in the
preceding sentence if the registration of the Common Shares is not effected by
such date; provided, however, that the payment of such liquidated damages shall
not relieve Seller from its obligations to register the Common Shares pursuant
to this Section 4. Seller's obligations under this Section 4 shall terminate
with respect to any Common Shares when and if Seller notifies Buyer that it will
remove any restrictive legend (i.e., a legend restricting transfer) on the
certificates representing such Shares and instructs the transfer agent to do so.
5. CONVERSION
Buyer shall have the right to convert the Preferred Shares into Common
Shares as follows:
(i) The Preferred Shares shall become convertible, without the payment of
any additional consideration therefor, over a 180-day period from the date
hereof in accordance with the following schedule:
No. of Shares Date on Which First Convertible
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20% (the "First Installment") December 14, 1996
40% (the "Second Installment") January 13, 1997
60% (the "Third Installment") February 12, 1997
80% (the "Fourth Installment") March 14, 1997
100% (the "Fifth Installment") April 13, 1997
(ii) The Preferred Shares shall be convertible into that number of Common
Shares as is determined by dividing the sum of (A) the Purchase Price and (B)
any dividends on the Preferred Shares which are accrued but unpaid as of the
date of conversion, by the Conversion Price (determined as hereinafter provided)
in effect on the date of conversion. The "Conversion Price" shall be equal to
eighty-five and one-half percent (85.5%) of the average closing bid price of a
Common Share on the American Stock Exchange (or, in the event that such security
is not traded on the American Stock Exchange, such other national or regional
securities exchange or automated quotation system upon which such security is
listed and principally traded or, if no such price is available, the average per
share market value of such security as determined by a nationally recognized
investment banking firm or other nationally recognized financial adviser
retained by Seller for such purpose) during the five (5) trading days
immediately preceding the date the Conversion Notice (as defined in Section
5(iii) hereof), is received by Seller (such price or market value, the "Closing
Price"); PROVIDED, HOWEVER, that if the Conversion Price is equal to or greater
than $20.00, then the Conversion Price shall be $20.00 and if the Conversion
Price is equal to or less than $12.00, then the
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Conversion Price shall be equal to the Closing Price; PROVIDED, FURTHER, that
whenever the Conversion Price is less than $8.75, then the Conversion Price
shall be deemed to be $8.75.
(iii) Before Buyer shall be entitled to convert any Preferred Shares into
Common Shares, Buyer shall surrender the certificate or certificates therefor,
duly endorsed, at the office of Seller or of any transfer agent for the
Preferred Shares, and shall give written notice, which may be provided by
facsimile (the "Conversion Notice"), to Seller at such office that Buyer elects
to convert the same and shall state therein the name or names, including of any
of its nominees, in which Buyer wishes the certificate or certificates for
Common Shares to be issued, together with the applicable federal taxpayer
identification number, if any. Such notice shall specify which Installment or
Installments (as defined in Section 5(i) hereof, or portions thereof, are to be
converted. Seller shall, within five (5) business days after Seller's receipt of
the Conversion Notice (the "Deadline"), provided that Seller has received the
certificate or certificates therefor, duly endorsed, at the office of Seller or
of any transfer agent for the Preferred Shares prior to the Deadline, issue and
deliver at such office to Buyer, or to its nominee or nominees, a certificate or
certificates for the number of Common Shares to which Buyer shall be entitled,
together with a certificate or certificates representing any remaining Preferred
Shares which have not yet been converted. Upon the conversion of any Preferred
Shares, such shares shall be restored to the status of authorized but unissued
shares and may be reissued by Seller at any time.
(iv) In the event of (A) any declaration by Seller of a record date for its
common stock for the purpose of determining the holders thereof who are entitled
to receive any dividend (other than a stock dividend payable in shares of common
stock or a cash dividend which is the same as cash dividends paid in previous
quarters) or other distribution, or (B) any capital reorganization of Seller,
any reclassification or recapitalization of the capital stock of Seller, any
merger or consolidation of Seller, and any transfer of all or substantially all
of the assets of Seller to any other corporation, or any other entity or person,
or any voluntary or involuntary dissolution, liquidation or winding up of
Seller, Seller shall mail to Buyer at least 20 days prior to the record date
specified therein, a notice specifying (1) the date on which any such record is
to be declared for the purpose of such dividend or distribution and a
description of such dividend or distribution, (2) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up is expected to become effective, and (3) the time, if
any, that is to be fixed, as to when the holders of record of Common Shares (or
other securities) shall be entitled to exchange their Common Shares (or other
securities) for securities or other property deliverable upon such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up. In the event of any merger or consolidation of
Seller, or any transfer of all or substantially all of the assets of Seller to
any other corporation, or any other entity or person, Buyer shall,
notwithstanding anything herein to the contrary, from and after the consummation
of such merger, consolidation or transfer, no longer be entitled to convert its
Preferred Shares into Common Shares and shall be entitled to receive only that
amount of consideration which Buyer would have received had it converted its
Preferred Shares into Common Shares immediately prior to such merger,
consolidation or transfer.
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(v) Seller shall reserve and keep available out of its authorized but
unissued Common Shares such number of Common Shares as shall from time to time
be sufficient to effect conversion of the Preferred Shares.
(vi) Buyer hereby acknowledges and agrees that all certificates
representing Preferred Shares, prior to the date which is forty (40) days after
the issuance date of such Preferred Shares, shall bear the following legend:
The shares of the Issuer represented by this certificate have been
issued pursuant to Regulation S promulgated under the Securities Act
of 1933, as amended ("Act"), and have not been registered under the
Act. These shares may not be offered or sold within the United States
or to or for the account of a "U.S. Person" (as that term is defined
in Regulation S) until after the fortieth (40th) day following
completion of the Regulation S offering of the Issuer pursuant to
which these shares have been issued and only in compliance with the
Act. The Issuer will notify the transfer agent of the date of
completion of such offering.
(vii) Buyer further acknowledges and agrees that, prior to April 14, 1997,
all certificates representing Preferred Shares shall contain a legend stating
that the Preferred Shares represented by such certificates are convertible, and
the specifics with respect thereto.
(viii) Seller shall use its best efforts to issue and deliver to Buyer a
certificate or certificates for the number of Common Shares 'to which Buyer
shall be entitled within seven (7) business days after Buyer has fulfilled all
conditions required for conversion as set forth in this Agreement (the
"Deadline"). Seller understands that a delay in the issuance of the Common
Shares beyond the Deadline could result in economic loss to Buyer. As
compensation to Buyer for such loss, and not as a penalty, Seller agrees to pay
liquidated damages to Buyer for late issuance of Common Shares upon conversion
in the amount of one percent (1%) of the requested conversion amount, per day,
beginning on the eighth (8th) business day from the date of receipt by Seller of
a duly executed notice of conversion, provided that the original Preferred
Shares to be converted have been delivered to Seller within such time period,
all in accordance with this Agreement, the Preferred Shares and the requirements
of Seller's transfer agent. Said liquidated damages shall accrue each day
through the date the Common Shares are issued to Buyer upon conversion, and
shall be paid by wire transfer to an account designated by Buyer upon the
earlier to occur of (i) issuance of the Shares to Buyer, or (ii) each monthly
anniversary of the receipt by Seller of such Buyer's notice of conversion.
Nothing herein shall waive Seller's obligations to deliver Common Shares upon
conversion of the Preferred Shares or limit Buyer's right to pursue actual
damages for Seller's failure to issue and deliver Common Shares to Buyer in
accordance with the terms of this Agreement and the Preferred Shares.
(ix) Seller agrees that, in addition to any other remedies which may be
available to Buyer, in the event Seller fails for any reason to effect delivery
to Buyer of certificates
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representing Common Shares by the Deadline, Buyer may revoke the notice of
conversion by delivering a notice of such effect to Seller, whereupon Seller and
Buyer shall each be restored to their respective positions immediately prior to
delivery of such notice of conversion.
6. THIRD PARTY BENEFICIARY. The parties acknowledge and agree that Shoreline
Pacific, the Institutional Division of Financial West Group ("Shoreline
Pacific"), shall be deemed a third party beneficiary of Seller's agreements and
representations set forth in this Agreement, entitled to enforce the terms
thereof; provided, however, that Shoreline Pacific's rights hereunder (i) shall
not be greater than the rights Buyer then has, and (ii) shall be subject to the
same defenses and counterclaims as Seller then has against Buyer.
7. CLOSING. Preferred Share certificates shall be delivered to Buyer and the
funds therefor shall be delivered to Seller on October 15, 1996 or at such time
to be mutually agreed.
8. CONDITIONS TO CLOSING
(i) Buyer understands that Seller's obligation to sell the Preferred Shares
is conditioned upon delivery into escrow or otherwise as agreed between Buyer
and Seller by Buyer of the amount set forth in Section 1 hereof, and to the sale
of a minimum of $5,000,000 of Preferred Shares to the undersigned or other
accredited buyers.
(ii) Seller understands that Buyer's obligation to purchase the Preferred
Shares is conditioned upon the sale of a minimum of $5,000,000 of Preferred
Shares to the undersigned or other accredited buyers.
(iii) Seller understands that Buyer's obligation to purchase the Preferred
Shares is conditioned upon delivery of certificate(s) representing the Preferred
Shares as described herein, filing of the Certificate of Designations
substantially in the form of Exhibit A to this Agreement, and provision of an
opinion of counsel confirming the matters set out in Section 3(i), (vii),
(viii), and, to the best of counsel's knowledge, (ix) above.
9. MISCELLANEOUS.
(i) This Agreement shall be governed by and interpreted in accordance with
the laws of the Commonwealth of Massachusetts, without reference to choice of
law principles. Facsimile signatures of this Agreement shall be binding on all
parties hereto. All terms used herein that are defined in Regulation S under the
Securities Act shall have the meanings set forth therein.
(ii) This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Agreement was duly executed on the date first
written above.
Official Signatory of Buyer:
Berkeley Investment Group Ltd.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Director
Official Signatory of Seller:
Selfcare, Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Secretary
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