OF THE STATES OF THE UNITED STATES FOLLOWING THE
CLOSING DATE.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL IN NO EVENT BE
OBLIGATED TO QUALIFY TO DO BUSINESS IN ANY JURISDICTION WHERE IT IS NOT NOW SO
QUALIFIED OR TO TAKE ANY ACTION THAT WOULD SUBJECT IT TO SERVICE OF PROCESS IN
SUITS, OTHER THAN THOSE ARISING OUT OF THE OFFERING OR SALE OF THE SECURITIES,
OR TO TAXATION AS DOING BUSINESS IN ANY JURISDICTION WHERE IT IS NOT NOW
SUBJECT.
C.
REPORTING STATUS.
UNTIL THE LATER OF (I) THE DATE AS OF WHICH
THE INVESTORS (AS THAT TERM IS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) MAY
SELL ALL OF THE CONVERSION SHARES AND THE WARRANT SHARES WITHOUT RESTRICTION
PURSUANT TO RULE 144(K) PROMULGATED UNDER THE 1933 ACT (OR SUCCESSOR THERETO),
AND (II) THE DATE ON WHICH NO NOTES OR WARRANTS REMAIN OUTSTANDING (THE
"REPORTING PERIOD"), THE COMPANY SHALL TIMELY FILE ALL REPORTS REQUIRED TO BE
FILED WITH THE SEC PURSUANT TO THE 1934 ACT, AND THE COMPANY SHALL NOT TERMINATE
ITS STATUS AS AN ISSUER REQUIRED TO FILE REPORTS UNDER THE 1934 ACT EVEN IF THE
1934 ACT OR THE RULES AND REGULATIONS THEREUNDER WOULD OTHERWISE PERMIT SUCH
TERMINATION.
D.
USE OF PROCEEDS.
THE COMPANY WILL USE (X) THE U.S. DOLLAR
EQUIVALENT OF £15,000,000 OF THE PROCEEDS FROM THE SALE OF THE NOTES AND THE
WARRANTS (I) TO FUND THE COMPANY'S ACQUISITIONS OF BIOSIL LIMITED AND NAGOR
LIMITED PURSUANT TO THE SHARE PURCHASE AGREEMENT AND (II) TO PAY EXPENSES AND
COMMISSIONS RELATED TO THE SALE OF THE NOTES AND THE WARRANTS AND (Y) THE
BALANCE OF THE PROCEEDS FOR GENERAL CORPORATE PURPOSES INCLUDING WORKING
CAPITAL, IN EACH CASE AS MORE SPECIFICALLY DESCRIBED AND IN THE AMOUNTS
INDICATED IN SCHEDULE 4(D).
24
E.
FINANCIAL INFORMATION.
THE COMPANY AGREES TO DELIVER THE
FOLLOWING TO EACH INVESTOR (AS THAT TERM IS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT) DURING THE REPORTING PERIOD: (I) WITHIN ONE (1) DAY AFTER THE FILING
THEREOF WITH THE SEC, A COPY OF ITS ANNUAL REPORTS ON FORM 10-KSB, ITS QUARTERLY
REPORTS ON FORM 10-QSB, ANY CURRENT REPORTS ON FORM 8-K AND ANY REGISTRATION
STATEMENTS (OTHER THAN ON FORM S-8) OR AMENDMENTS OR SUPPLEMENTS FILED PURSUANT
TO THE 1933 ACT, UNLESS THE FOREGOING ARE FILED WITH THE SEC THROUGH THE SEC'S
ELECTRONIC DATA GATHERING ANALYSIS AND RETRIEVAL SYSTEM ("EDGAR") AND ARE
IMMEDIATELY AVAILABLE TO THE PUBLIC THROUGH EDGAR; (II) ON THE SAME DAY AS THE
RELEASE THEREOF, FACSIMILE COPIES OF ALL PRESS RELEASES ISSUED BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES, EXCEPT TO THE EXTENT SUCH RELEASE IS AVAILABLE THROUGH
BLOOMBERG FINANCIAL MARKETS (OR ANY SUCCESSOR THERETO) CONTEMPORANEOUSLY WITH
SUCH ISSUANCE; AND (III) COPIES OF ANY NOTICES AND OTHER INFORMATION MADE
AVAILABLE OR GIVEN TO THE STOCKHOLDERS OF THE COMPANY GENERALLY,
CONTEMPORANEOUSLY WITH THE MAKING AVAILABLE OR GIVING THEREOF TO THE
STOCKHOLDERS, UNLESS THE FOREGOING ARE FILED WITH THE SEC THROUGH EDGAR AND ARE
IMMEDIATELY AVAILABLE TO THE PUBLIC THROUGH EDGAR ON THE SAME DATE GIVEN OR MADE