FIRST AMENDMENT TO MERGER AGREEMENT
This FIRST AMENDMENT TO MERGER AGREEMENT (this "Amendment") is dated
September 20, 2000 by and among LightPath Technologies, Inc. (the "Parent"), LPI
Two Merger Corporation, (the "Merger Sub"), and Geltech, Inc., (the "Company").
RECITALS:
WHEREAS, the Parent, the Merger Sub and the Company have previously entered
into that certain Merger Agreement dated as of August 9, 2000 (the "Merger
Agreement"); and
WHEREAS, the Parent, the Merger Sub and the Company desire to amend certain
provisions of the Merger Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties to this Amendment hereby agree as
follows:
1. DELETION OF SECTION 1.5(E). The text of Section 1.5(e) of the Merger
Agreement hereby deleted in its entirety and, in its place, the phrase
"[intentionally omitted]" is hereby inserted.
2. ADDITION OF ARTICLE 9. A new Article, Article 9, hereby added to the
Merger Agreement as follows:
ARTICLE 9
REGISTRATION OBLIGATIONS
9.1 SHELF REGISTRATION. Within 30 days following the Effective Time, the
Parent shall prepare and file under the Securities Act of 1933, as amended (the
"Securities Act"), a "shelf" registration statement (the "Registration
Statement") covering all the Share Consideration issued pursuant to this
Agreement for an offering to be made on a continuous basis pursuant to Rule 415.
The Registration Statement shall be on Form S-3 or if the Parent is ineligible
therefore, Form S-2 or S-1, or any successor form of any such registration form,
promulgated by the Securities and Exchange Commission (the "SEC"). The Parent
shall use its commercially reasonable best efforts to keep the Registration
Statement continuously effective under the Securities Act until the date which
is two years after the date that such Registration Statement has been declared
effective by the SEC or such earlier date when all Share Consideration covered
by such Registration Statement has been sold or may be sold without volume
restrictions pursuant to Rule 144 as determined by the counsel to the Parent
pursuant to a written opinion letter, addressed to the Parent's transfer agent
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and addressed to the shareholder covered by such opinion to such effect (the
"Effectiveness Period"); provided, that the Parent shall not be deemed to have
used its commercially reasonable best efforts to keep the Registration Statement
effective during the Effectiveness Period if it voluntarily takes any action
that would result in the holders of Share Consideration not being able to sell
the Share Consideration covered by such Registration Statement during the
Effectiveness Period, unless such action is required under applicable law or the
Parent has filed a post-effective amendment to the Registration Statement and
the SEC has not declared it effective.
9.2 REGISTRATION PROCEDURES. In connection with the Parent's registration
obligations hereunder, the Parent shall:
(a) Use its commercially reasonable best efforts to cause the
Registration Statement to become effective and remain effective as provided
herein; provided, that not less than five (5) trading days prior to the filing
of the Registration Statement or any related prospectus or any amendment or
supplement thereto (including any document that would be incorporated or deemed
to be incorporated therein by reference), the Parent shall, if reasonably
practicable (i) furnish or make available to the holders of Share Consideration
copies of all such documents proposed to be filed, which documents (other than
those incorporated or deemed to be incorporated by reference) will be subject to
the review of such holders of Share Consideration (ii) cause its officers and
directors, counsel and independent certified public accountants to respond to
such inquiries as shall be necessary, in the reasonable opinion of holders of
Share Consideration, to conduct a reasonable investigation within the meaning of
the Securities Act. If, following review of the Registration Statement or any
amendment thereto prior to filing, a holder of Share Consideration shall
determine not to be named in such Registration Statement or amendment and shall
so notify the Parent within three (3) trading days from receipt thereof, then
the Parent shall delete the name of any such holder therein.
(b) (i) Prepare and file with the SEC such amendments, including
post-effective amendments, to the Registration Statement as may be necessary to
keep the Registration Statement continuously effective as to the applicable
securities for the Effectiveness Period and prepare and file with the SEC such
additional Registration Statements in order to register for resale under the
Securities Act all of the Share Consideration issued pursuant to this Agreement;
(ii) cause the related prospectus to be amended or supplemented by any required
prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424 (or any similar provisions then in force) promulgated under the
Securities Act; (iii) respond as promptly as reasonably practicable to any
comments received from the SEC with respect to the Registration Statement or any
amendment thereto and reasonably promptly provide the holders of Share
Consideration true and complete copies of all correspondence from and to the SEC
relating to the Registration Statement; and (iv) comply in all material respects
with the provisions of the Securities Act and the Exchange Act with respect to
the disposition of all Share Consideration covered by the Registration Statement
during the applicable period in accordance with the intended methods of
disposition by the holders of Share Consideration thereof set forth in the
Registration Statement as so amended or in such prospectus as so supplemented.
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(c) Notify the holders of Share Consideration to be sold (or any
counsel to the holders of Share Consideration as shall have been provided in
writing to the Parent, it being acknowledged that Gray, Harris and Robinson,
Professional Association, shall serve as counsel to the holders of Share
Consideration until the Parent shall be provided written notice to the contrary)
immediately and (if requested by any such person) confirm such notice in writing
no later than one (1) trading day following the day (i)(A) when a prospectus or
any prospectus supplement or post-effective amendment to the Registration
Statement is proposed to be filed; (B) when the SEC notifies the Parent whether
there will be a "review" of such Registration Statement and whenever the SEC
comments in writing on such Registration Statement and (C) with respect to the
Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the SEC or any other Federal or state
governmental authority for amendments or supplements to the Registration
Statement or prospectus or for additional information; (iii) of the issuance by
the SEC of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Share Consideration or the initiation of
any proceedings for that purpose; (iv) if at any time any of the representations
and warranties of the Parent contained in any agreement contemplated hereby
ceases to be true and correct in all material respects; (v) of the receipt by
the Parent of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Share Consideration
for sale in any jurisdiction, or the initiation or threatening of any proceeding
for such purpose; and (vi) of the occurrence of any event that makes any
statement made in the Registration Statement or prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to the Registration Statement,
prospectus or other documents so that, in the case of the Registration Statement
or the prospectus, as the case may be, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(d) Use its commercially reasonable best efforts to avoid the issuance
of, or, if issued, obtain the withdrawal of (i) any order suspending the
effectiveness of the Registration Statement or (ii) any suspension of the
qualification (or exemption from qualification) of any of the Share
Consideration for sale in any jurisdiction, at the earliest practicable moment.
(e) Furnish to each holder of Share Consideration, without charge, at
least one conformed copy of each Registration Statement and each amendment
thereto, including financial statements and schedules, all documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such person (including those previously furnished or
incorporated by reference) reasonably promptly after the filing of such
documents with the SEC.
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(f) Promptly deliver to each holder of Share Consideration, without
charge, as many copies of the prospectus or prospectuses (including each form of
prospectus) and each amendment or supplement thereto as such persons may
reasonably request; and the Parent hereby consents to the use of such prospectus
and each amendment or supplement thereto by each of the selling holders of Share
Consideration and any underwriters in connection with the offering and sale of
the securities covered by such prospectus and any amendment or supplement
thereto.
(g) Prior to any public offering of Share Consideration, use its
commercially reasonable best efforts to register or qualify or cooperate with
the selling holders of such securities for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any holder
requests in writing, to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period and to do any and
all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Share Consideration covered by a
registration statement; provided, that the Parent shall not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action that would subject it to general service of
process in any such jurisdiction where it is not then so subject or subject the
Parent to any material tax in any such jurisdiction where it is not then so
subject.
(h) Upon the occurrence of any event contemplated by Section
9.1(c)(vi), as promptly as practicable, prepare a supplement or amendment,
including a post-effective amendment, to the Registration Statement or a
supplement to the related prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither the Registration Statement nor such
prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
(i) Use its commercially reasonable best efforts to cause all Share
Consideration covered by such Registration Statement to be eligible for trading
on The NASDAQ National Market or any such other exchange or market on which the
Parent Class A Common Stock may be generally listed or traded.
(j) Comply in all material respects with all applicable rules and
regulations of the SEC and make generally available to its security holders
earning statements satisfying the provisions of Section 11(a) of the Securities
Act and Rule 158 not later than 45 days after the end of any 12-month period (or
90 days after the end of any 12-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the Parent after the
effective date of the Registration Statement, which statement shall cover said
12-month period, or such shorter periods as is consistent with the requirements
of Rule 158.
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(k) The Parent may require each selling holder of Share Consideration
to furnish to the Parent such information regarding the distribution of such
Share Consideration as is required by law to be disclosed in the Registration
Statement and the Parent may exclude from such registration the securities of
any such holder who unreasonably fails to furnish such information within a
reasonable time after receiving such request.
(l) If the Registration Statement refers to any holder of Share
Consideration by name or otherwise as the holder of any securities of the
Parent, then such holder shall have the right to require (if such reference to
such holder of Share Consideration by name or otherwise is not required by the
Securities Act or any similar Federal statute then in force), by written notice
to the Parent, the deletion of the reference to such holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.
(m) In the event the Registration Statement, as filed with the SEC, is
granted a "no review" and the Registration Statement is not declared effective
within 30 days from the Effective Time (the "First-Deadline"), the Parent shall
pay to the holders of Share Consideration on a pro rata basis an aggregate
amount of $42,307 for each calendar week beyond the First Deadline, payable
within three business days of the end of each such week until the Registration
Statement is declared effective. In the event the Registration Statement, as
filed with the SEC, is reviewed by the SEC and the Registration Statement is not
declared effective within 90 days from the Effective Time (the "Second
Deadline"), the Parent shall pay to the holders of Share Consideration on a pro
rata basis an aggregate amount of $42,307 for each calendar week beyond the
Second Deadline, payable within three business days of the end of each such week
until the Registration Statement is declared effective. Any such amounts will be
remitted by the Company to counsel for the holders of Share Consideration, which
counsel shall act as disbursing agent and shall disburse such amounts in
accordance with the instructions of such holders.
9.3 INDEMNIFICATION.
(a) To the extent permitted by law, the Parent will indemnify and hold
harmless each holder of Share Consideration and each person, if any, who
controls such holder of Share Consideration, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Parent of the Act, the 1934 Act, any state securities law or
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any rule or regulation promulgated under the Act, the 1934 Act or any state
securities law to the extent such violation or alleged violation involves action
or inaction required of the Company in connection with any the Company's
registration of securities as contemplated by this Article 9; and the Parent
will pay to each such holder of Share Consideration, underwriter or controlling
person, as incurred, any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this subsection 9.3(a) shall not apply to: (x) amounts paid in settlement of
any such loss, claim, damage, liability, or action if such settlement is
effected without the consent of the Parent (which consent shall not be
unreasonably withheld); and (y) any such loss, claim, damage, liability, or
action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such holder of
Share Consideration, underwriter or controlling person.
(b) To the extent permitted by law, each selling holder of Share
Consideration will indemnify and hold harmless the Parent, each of its
directors, each of its officers who has signed the Registration Statement, each
person, if any, who controls the Parent within the meaning of the Act, any
underwriter, any other holder of Share Consideration selling securities in such
Registration Statement and any controlling person of any such underwriter or
other holder of Share Consideration, against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons may become
subject, under the Act, the 1934 Act or other federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the extent (and
only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such holder of Share
Consideration expressly for use in connection with such registration; and each
such holder of Share Consideration will pay, as incurred, any legal or other
expenses reasonably incurred by any person entitled to be indemnified pursuant
to this subsection 9.3(b), in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this subsection 1.9(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the holder of Share
Consideration, which consent shall not be unreasonably withheld; provided, that,
in no event shall any indemnity under this subsection 1.9(b) exceed the net
proceeds from the offering received by such holder of Share Consideration less
the amount of damages that such holder of Share Consideration has otherwise been
required to pay by reason of such Violation.
(c) Promptly after receipt by an indemnified party under this Section
9.3 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 9.3, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
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the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel in
addition to local counsel, with the reasonable fees and expenses to be paid by
the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 9.3, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 9.3.
(d) If the indemnification provided for in this Section 9.3 is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission. Notwithstanding
the foregoing, no holder of Share Consideration shall be obligated to make
contributions hereunder other than with respect to Violations for which such
holder of Share Consideration would have been required to provide indemnity
pursuant to Section 9.3(b) had indemnification been available thereunder or that
in the aggregate exceeds the amount for which such holder of Share Consideration
would have been liable pursuant to Section 9.3(b) had indemnification been
available thereunder. In no event shall a person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) be entitled
to contribution from any person or entity who was not guilty of fraudulent
misrepresentation.
(e) The obligations of the Parent and holders of Share Consideration
under this Section 9.3 shall survive the completion of any offering of Share
Consideration issued pursuant to this Agreement in a Registration Statement
under Section 9.1 and otherwise.
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9.4 REGISTRATION EXPENSES. All fees and expenses incident to the
performance of or compliance with this Agreement by the Parent shall be borne by
the Parent whether or not the Registration Statement is filed or becomes
effective and whether or not any Share Consideration is sold pursuant to the
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Nasdaq National Market and each other securities
exchange or market on which Share Consideration is required hereunder to be
listed and (B) in compliance with state securities or Blue Sky laws), (ii)
printing expenses (including, without limitation, expenses of printing stock
certificates and prospectuses), (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Parent, (v) Securities
Act liability insurance, if the Parent so desires such insurance, and (vi) fees
and expenses of all other Persons retained by the Parent in connection with the
consummation of the transactions contemplated by this Agreement. In addition,
the Parent shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit, and the fees and expenses incurred in connection with the
listing of the Share Consideration on any securities exchange as required
hereunder.
9.5 PIGGYBACK REGISTRATIONS. If at any time the Parent shall determine to
prepare and file with the SEC a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of
its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with stock option or
other employee benefit plans, then the Parent shall send to each holder of Share
Consideration issued pursuant to this Agreement written notice of such
determination and, if within ten (10) trading days after receipt of such notice,
any such holder shall so request in writing, the Parent shall (subject to the
provisions of Section 9.7) include in such registration statement all or any
part of the Share Consideration such holder requests to be registered.
9.6 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making
available to the holders of Share Consideration the benefits of Rule 144
promulgated under the Act and any other rule or regulation of the SEC that may
at any time permit a holder of Share Consideration to sell securities of the
Parent to the public without registration or pursuant to a registration on Form
S-3, the Parent agrees to:
(a) make and keep current public information available, as those terms
are understood and defined in SEC Rule 144, at all times;
(b) take such action, including the voluntary registration of its
Common Stock under Section 12 of the 1934 Act, as is necessary to enable the
holders of Share Consideration to utilize Form S-3 for the sale of their
securities, such action to be taken as soon as practicable after the end of the
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fiscal year in which the first registration statement filed by the Parent for
the offering of its securities to the general public is declared effective;
(c) file with the SEC in a timely manner all reports and other
documents required of the Parent under the Act and the 1934 Act; and
(d) furnish to any holder of Share Consideration, so long as the
holder owns not less than 500 shares of Parent Class A Common Stock constituting
Share Consideration issued Pursuant to this Agreement, forthwith upon request
(i) a written statement by the Parent that it has complied with the current
information requirements of SEC Rule 144, and the reporting requirements under
the 1934 Act, or that it qualifies as a registrant whose securities may be
resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of
the most recent annual or quarterly report of the Parent filed with the SEC and
such other reports and documents so filed by the Parent, and (iii) such other
information as may be reasonably requested in availing any holder of Share
Consideration of any rule or regulation of the SEC which permits the selling of
any such securities.
9.7 UNDERWRITING REQUIREMENTS. In connection with any offering involving an
underwriting of shares of the Parent's capital stock, the Parent shall not be
required to include any of the Share Consideration in such underwriting unless
the holders of Share Consideration requesting inclusion therein accept the terms
of the underwriting agreement, and then only in such quantity as the
underwriters determine in their sole discretion will not jeopardize the success
of the offering. If the total amount of securities requested by Parent
shareholders to be included in such offering exceeds the amount of securities to
be sold other than by the Parent that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Parent shall
be required to include in the offering only that number of such securities,
which the underwriters determine in their sole discretion will not jeopardize
the success of the offering. The securities so included shall be apportioned (a)
first, to the holders of piggyback registration rights (including the holders of
Share Consideration requesting inclusion therein pursuant to rights granted
hereunder) selling securities pro rata according to the total amount their
securities requested to be included therein and (b) second, to the extent
determined by the underwriters to be compatible with the offering, to other
shareholders.
9.8 ASSIGNABILITY. In the event a holder of Share Consideration assigns at
least 50% of the Share Consideration obtained by such holder pursuant to this
Agreement to a third person other than pursuant to a registration statement or
Rule 144, the rights set forth in this Article 9 shall be assigned to such third
person. In the event the holder of Share Consideration obtained by such holder
pursuant to this Agreement assigns less than 50% of the Share Consideration to a
third person no rights set forth in this Article 9 shall be assignable to such
third person.
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3. ADDITION OF SECTION 6.3(D)(XI). A new Section 6.3(d)(xi) is hereby added
to the Merger Agreement as follows:
(xi) The issuance of Parent Class A Common Stock to the holders of
Company Common Stock, as contemplated by this Agreement, is a transaction
exempt from the registration requirements of the Securities Act of 1933, as
amended, (the "1933 Act") pursuant to Rule 506 of Regulation D promulgated
thereunder or Section 4(2) of the 1933 Act.
4. MISCELLANEOUS. This Amendment (together with all other documents and
instruments referred to herein): (a) constitutes the entire agreement, and
supersedes all other prior agreements and undertakings, both written and oral,
among the parties, with respect to the subject matter hereof; (b) shall not be
assigned by operation of law or otherwise, except that the Parent and the Merger
Sub may assign all or any portion of their rights under this Amendment to any
wholly owned subsidiary, but no such assignment shall relieve the Parent and the
Merger Sub of their obligations hereunder, and except that this Amendment may be
assigned by operation of law to any corporation with or into which the Parent
may be merged; and (c) shall be governed in all respects, including validity,
interpretation and effect, by the internal laws of the State of Delaware,
without giving effect to any principles of conflict of laws or choice of law;
provided, however, that the Merger Agreement shall remain in full force and
effect (as amended hereby) and the Letter of Intent (as such term is defined in
the Merger Agreement) shall remain in full force and effect notwithstanding the
execution and delivery of this Amendment and nothing in this Amendment shall
supersede any of the provisions of the Letter of Intent. The parties hereby
acknowledge and confirm that the Merger Agreement is in full force and effect in
accordance with its terms, except (and solely) to the extent specifically
amended by this Amendment. This Amendment may be executed in two or more
counterparts which together shall constitute a single agreement.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Parent, the Merger Sub and the Company have
caused this Amendment to be executed on the date first written above by their
respective officers thereunder duly authorized.
LIGHTPATH TECHNOLOGIES, INC.
By: /s/ Donald E. Lawson
-------------------------------------
Name: Donald E. Lawson
Title: President and Chief Executive
Officer
LPI TWO MERGER CORPORATION
By: /s/ Donald E. Lawson
-------------------------------------
Name: Donald E. Lawson
Title: President
GELTECH, INC.
By: /s/ William F. Aikman
-------------------------------------
Name: William F. Aikman
Title: Chairman
By: /s/ Jean-Luc Nogues
-------------------------------------
Name: Jean-Luc Nogues
Title: Chief Operating Officer
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