ON OR PRIOR TO THE
CLOSING DATE.
WITHIN TEN (10) DAYS AFTER THE CLOSING DATE, THE COMPANY SHALL
FILE A CURRENT REPORT ON FORM 8-K CONCERNING THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND ATTACH THIS AGREEMENT AS AN EXHIBIT THERETO.
(C)
REPORTING STATUS.
SO LONG AS ANY PURCHASER BENEFICIALLY OWNS ANY
OF THE SECURITIES, THE COMPANY SHALL TIMELY FILE ALL REPORTS REQUIRED TO BE
FILED WITH THE SEC, AND FURNISH SUCH OTHER DOCUMENTS REQUIRED TO BE FURNISHED BY
THE SEC, PURSUANT TO THE EXCHANGE ACT, AND THE COMPANY SHALL NOT TERMINATE ITS
STATUS AS AN ISSUER REQUIRED TO FILE REPORTS UNDER THE EXCHANGE ACT EVEN IF THE
EXCHANGE ACT OR THE RULES AND REGULATIONS THEREUNDER WOULD PERMIT SUCH
TERMINATION.
(D)
USE OF PROCEEDS.
THE COMPANY SHALL USE THE PROCEEDS FROM THE SALE
OF THE SECURITIES AS SET FORTH IN SCHEDULE 4(D).
(E)
MASTER STUDY.
IF THE COMPANY, AT ANY TIME DURING THE THIRTY (30)
MONTHS FOLLOWING THE CLOSING DATE (THE "MASTER STUDY TERM"), EFFECTS OR AGREES
TO EFFECT ANY SALE OF THE COMPANY TO ANY PERSON OR ENTITY BY MEANS OF A
CONSOLIDATION, MERGER, SALE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS OR ANY
SIMILAR TRANSACTION OR SERIES OF RELATED TRANSACTIONS, THEN THE COMPANY OR THE
SUCCESSOR ENTITY SHALL IMMEDIATELY PRIOR TO THE CONSUMMATION THEREOF PAY TO
MEDTRONIC IN IMMEDIATELY AVAILABLE FUNDS THE SUM OF TWO MILLION FIVE HUNDRED
THOUSAND DOLLARS ($2,500,000), UNLESS THE SUCCESSOR ENTITY AGREES BY WRITTEN
INSTRUMENT REASONABLY SATISFACTORY TO MEDTRONIC TO PROVIDE, FOR THE DURATION OF
THE MASTER STUDY TERM, SUPPORT FOR THE MICROVOLT T-WAVE ALTERNANS TESTING FOR
RISK STRATIFICATION OF POST MI PATIENTS CLINICAL STUDY IN SUBSTANTIALLY THE SAME
MANNER AND AT THE SAME LEVEL AS PROVIDED BY THE COMPANY PRIOR TO THE
CONSUMMATION OF SUCH TRANSACTION.
SUCH SUPPORT SHALL INCLUDE CONTINUED
TECHNICAL SUPPORT, CLINICIAN TRAINING AND SUPPLY OF COMPANY PRODUCTS AT PRICES
AND ON TERMS CONSISTENT WITH THE HEARTWAVE PRICE SCHEDULE PROVIDED TO MEDTRONIC
WITH RESPECT TO SUCH STUDY PRIOR TO THE DATE HEREOF.
(F)
EXPENSES.
THE COMPANY SHALL PAY TO BELMONT CAPITAL ("BELMONT
CAPITAL") AT THE CLOSING UP TO $10,000 FOR THE REASONABLE OUT-OF-POCKET EXPENSES
INCURRED BY BELMONT CAPITAL AND ITS ADVISORS IN CONNECTION WITH THE NEGOTIATION,
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER AGREEMENTS TO BE EXECUTED
IN CONNECTION HEREWITH ("EXPENSE PAYMENT"); PROVIDED, HOWEVER, THAT BELMONT
CAPITAL SHALL BE PERMITTED TO DEDUCT THE EXPENSE PAYMENT FROM THE PURCHASE PRICE
PAYABLE BY BELMONT CAPITAL HEREUNDER.
THE COMPANY SHALL PAY TO LEGAL COUNSEL TO
MEDTRONIC AT THE CLOSING THIRTY THOUSAND DOLLARS ($30,000) FOR FEES AND EXPENSES
ASSOCIATED WITH MEDTRONIC'S INVESTMENT IN, AND OTHER PROPOSED TRANSACTIONS WITH,
THE COMPANY.
IF ANY ACTION AT LAW OR IN EQUITY IS NECESSARY TO ENFORCE OR
INTERPRET THE TERMS OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO
REASONABLE ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS IN ADDITION TO ANY
OTHER RELIEF TO WHICH SUCH PARTY MAY BE ENTITLED.
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(G)
BOARD OBSERVATION RIGHTS.
(I)
FOR SO LONG AS THE PURCHASERS OTHER THAN MEDTRONIC