Common use of Registration Statements Clause in Contracts

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool shall file with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, to have the Form S-4 declared effective by the SEC as promptly as practicable. Biopool shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include 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; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use in the Proxy Statement/Prospectus. Source agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of information provided by Source for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include 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. Biopool will advise Source, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Biopool Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool shall file 8.2.1 Centerprise has filed the Registration Statements with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool Centerprise shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of Centerprise Common Stock. Centerprise and each of the Companies shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by Centerprise and each of the Companies, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made, not misleading; provided, however, that . Each of the foregoing shall not apply Companies agrees promptly to advise Centerprise if at any time during the period in which a prospectus relating to the extent that offering of the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning each of the Companies becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 Centerprise agrees that it will provide to the Companies and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Companies and their counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Companies' counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Companies or their counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and the Companies' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Companies and their counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to the Companies' counsel; provided, at that, Centerprise has provided to the time it is filed Companies or becomes effectivetheir counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Companies' counsel. 8.2.3 Centerprise will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make advise the statements therein, in light Stockholder Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise the Form S-4 has become effective or any supplement or amendment has been filed, Stockholder Representative of the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of any Company, Centerprise will furnish to such Company a reasonable number of copies of the Biopool Common Stock issuable in connection final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool shall file 8.2.1 Centerprise has filed the Registration Statements with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool Centerprise shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of Centerprise Common Stock. Centerprise and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by Centerprise and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made, not misleading; provided, however, that . The Company agrees promptly to advise Centerprise if at any time during the foregoing shall not apply period in which a prospectus relating to the extent that offering or the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company or the Company Subsidiaries becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 Centerprise agrees that it will provide to the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to the Company's counsel; provided, at that, Centerprise has provided to the time it is filed Company or becomes effectiveits counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by 36 computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. 8.2.3 Centerprise will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make advise the statements therein, in light Partner Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise the Form S-4 has become effective or any supplement or amendment has been filed, Partner Representative of the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Biopool Common Stock issuable in connection Company, Centerprise will furnish to the Company a reasonable number of copies of the final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable a after the date hereof the Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source Statements and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool CenterPoint shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, Seller, the Company and the Partners shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint Seller, the Partners and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made. Seller, not misleading; provided, however, that the foregoing shall not apply Company and the Partners agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the extent that offering or the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company, the Company Subsidiaries, Seller or the Partners becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 CenterPoint agrees that it will provide to Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller, and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to Seller's counsel; provided, at -------- that, CenterPoint has provided to Seller or its counsel reasonable advance ---- notice of such proposed changes; provided, further, that such changes are -------- ------- highlighted by computer generated marks indicating the time it is filed or becomes effective, additions and deletions made from the prior draft reviewed by Seller's counsel. 8.2.3 CenterPoint will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make advise the statements therein, in light Partner Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise the Form S-4 has become effective or any supplement or amendment has been filed, Partner Representative of the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of Seller, CenterPoint will furnish to Seller a reasonable number of copies of the Biopool Common Stock issuable in connection final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable a after the date hereof the Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source Statements and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool CenterPoint shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, the Company and the Stockholders shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made, not misleading; provided, however, that . The Company and the foregoing shall not apply Stockholders agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the extent that offering of the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company, the Company Subsidiaries or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion." 8.2.2 CenterPoint agrees that it will provide to the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to the Company's counsel; provided, at that, CenterPoint has provided to the time it is filed Company or becomes effectiveits counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. CenterPoint will not include 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 advise each Stockholder Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise each Stockholder Representative of the Form S-4 has become effective or any supplement or amendment has been filed, the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of any Stockholder, CenterPoint will furnish to such Stockholder a reasonable number of copies of the Biopool Common Stock issuable in connection final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool shall file 8.2.1 Centerprise has filed the Registration Statements with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool Centerprise shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of Centerprise Common Stock. Centerprise and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by Centerprise and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made, not misleading; provided, however, that . The Company agrees promptly to advise Centerprise if at any time during the foregoing shall not apply period in which a prospectus relating to the extent that offering of the Merger is required to be delivered under the Securities Act any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company or the Company Subsidiaries becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 Centerprise agrees that it will provide to the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to the Company's counsel; provided, at that, Centerprise has provided to the time it is filed Company or becomes effectiveits counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. 8.2.3 Centerprise will not include 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 advise each Stockholder Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise each Stockholder Representative of the Form S-4 has become effective or any supplement or amendment has been filed, the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Biopool Common Stock issuable in connection Company, Centerprise will furnish to the Company a reasonable number of copies of the final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool shall file 8.2.1 Centerprise has filed the Registration Statements with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool Centerprise shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of Centerprise Common Stock. Centerprise and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by Centerprise and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made, not misleading; provided, however, that . The Company agrees promptly to advise Centerprise if at any time during the foregoing shall not apply period in which a prospectus relating to the extent that offering or the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company or the Company Subsidiaries becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 Centerprise agrees that it will provide to the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to the Company's counsel; provided, at that, Centerprise has provided to the time it is filed Company or becomes effectiveits counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. 8.2.3 Centerprise will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make advise the statements therein, in light Stockholder Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise the Form S-4 has become effective or any supplement or amendment has been filed, Stockholder Representative of the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Biopool Common Stock issuable in connection Company, Centerprise will furnish to the Company a reasonable number of copies of the final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool shall file with the SEC as soon as practicable a Each Shelf Registration Statement shall be on Form S-4 (S-3 or, if Form S-3 is not then available to the "Company, on Form S-4") S-1 or such other form of registration statement as is then available to effect a registration for the offer and sale of the applicable Registrable Securities. If permitted under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which such Shelf Registration Statement shall also serve be one that is automatically effective upon filing and, if such registration is not automatically effective, the Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the joint proxy statement with respect filing thereof, but no later than the earlier of (a) the 75th calendar day following the filing date thereof if the SEC notifies the Company that it will “review” such Shelf Registration Statement and (b) the 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Each Holder shall provide all information reasonably requested by the Company (which request shall be made no later than five Business Days prior to the meetings anticipated filing date of the shareholders of Source and of Biopool such Shelf Registration Statement) in connection with the Merger filing of such Shelf Registration Statement (including, but not limited to, information regarding such Holder, the "Proxy Statement/Prospectus"applicable Registrable Securities held by such Holder and the intended method of disposition of such Registrable Securities). Not less than three Business Days prior to filing of such Shelf Registration Statement, the Company shall furnish via email to each Holder copies of all such documents proposed to be filed (other than any document that is incorporated or deemed to be incorporated by reference therein) for review by the Holders. The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form Company shall reflect in all material respects each such document when so filed with the applicable provisions SEC such comments provided by the Holders as the Holders may reasonably and promptly propose no later than two Business Days after such Holder has been furnished with copies of the Securities Act, the Exchange Act and the rules and regulations thereundersuch documents. Biopool The Company shall use all commercially reasonable effortsefforts to cause such Shelf Registration Statement to remain effective, and Source will cooperate with Biopoolto be supplemented and amended to the extent available and necessary to ensure that such Shelf Registration Statement is available or, to have if not available, that another registration statement is available, for the Form S-4 declared effective resale of all the applicable Registrable Securities by the SEC Holders until such time as promptly as practicable. Biopool shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include 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 misleadingthere are no longer any such Registrable Securities; provided, however, that the foregoing Company shall not apply be required to supplement or amend any registration statement to reflect the extent that transfer of any such untrue statement Registrable Securities to a new or existing Holder except upon request of a material fact or omission to state a material fact was made by Biopool in reliance upon the Representative and in conformity with written information concerning Source furnished to Biopool by Source specifically for use any event not more than four times in the Proxy Statement/Prospectus. Source agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment any consecutive 12 months (excluding supplements or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of information provided by Source for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include 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. Biopool will advise Source, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Biopool Common Stock issuable amendments in connection with an Underwritten Offering). In the Merger for offering or sale in event the Company files any jurisdictionShelf Registration Statement on Form S-1, or any request by the SEC for amendment of Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement into a registration statement on Form S-3 as soon as practicable after Form S-3 is available to the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool shall file 8.2.1 Centerprise has filed the Registration Statements with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool Centerprise shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of Centerprise Common Stock. Centerprise and the Seller shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by Centerprise and the Seller, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made, not misleading; provided, however, that . The Seller agrees promptly to advise Centerprise if at any time during the foregoing shall not apply period in which a prospectus relating to the extent that offering or the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company, the Seller, or the Company Subsidiaries becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 Centerprise agrees that it will provide to the Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Seller and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Seller or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and the Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Seller and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to the Seller's counsel; provided, at that, Centerprise has provided to the time it is filed Seller or becomes effectiveits counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Seller's counsel. 8.2.3 Centerprise will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make advise the statements therein, in light Member Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise the Form S-4 has become effective or any supplement or amendment has been filed, Member Representative of the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Biopool Common Stock issuable in connection Seller, Centerprise will furnish to the Seller a reasonable number of copies of the final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable a after the date hereof the Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source Statements and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool CenterPoint shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, the Company and the Stockholders shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, the Stockholders and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made, not misleading; provided, however, that . The Company and the foregoing shall not apply Stockholders agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the extent that offering or the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company, the Company Subsidiaries or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 CenterPoint agrees that it will provide to the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to the Company's counsel; provided, at that, -------- ---- CenterPoint has provided to the time it is filed Company or becomes effectiveits counsel reasonable advance notice of such proposed changes; provided, further, that such changes are -------- ------- highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. 8.2.3 CenterPoint will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make advise the statements therein, in light Stockholder Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise the Form S-4 has become effective or any supplement or amendment has been filed, Stockholder Representative of the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Biopool Common Stock issuable in connection Company, CenterPoint will furnish to the Company a reasonable number of copies of the final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable a after the date hereof the Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source Statements and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool CenterPoint shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, Seller, the Company and the Members shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint Seller, the Members and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made. Seller, not misleading; provided, however, that the foregoing shall not apply Company and the Members agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the extent that offering or the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company, the Company Subsidiaries, Seller or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 CenterPoint agrees that it will provide to Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to Seller's counsel; provided, at that, CenterPoint has provided to Seller or its counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the time it is filed or becomes effective, additions and deletions made from the prior draft reviewed by Seller's counsel. 8.2.3 CenterPoint will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make advise the statements therein, in light Member Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise the Form S-4 has become effective or any supplement or amendment has been filed, Member Representative of the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of Seller, CenterPoint will furnish to Seller a reasonable number of copies of the Biopool Common Stock issuable in connection final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool shall file 8.2.1 Centerprise has filed the Registration Statements with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool Centerprise shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of Centerprise Common Stock. Centerprise and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by Centerprise and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made, not misleading; provided, however, that . The Company agree promptly to advise Centerprise if at any time during the foregoing shall not apply period in which a prospectus relating to the extent that offering or the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company or the Company Subsidiaries becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 Centerprise agrees that it will provide to the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to the Company's counsel; provided, at that, Centerprise has provided to the time it is filed Company or becomes effectiveits counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. 8.2.3 Centerprise will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make advise the statements therein, in light Stockholder Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise the Form S-4 has become effective or any supplement or amendment has been filed, Stockholder Representative of the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of the Biopool Common Stock issuable in connection Company Centerprise will furnish to the Company a reasonable number of copies of the final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool VIII.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable a after the date hereof the Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source Statements and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool CenterPoint shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, Management, the Company and the Members shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, Management, the Members and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made. Management, not misleading; provided, however, that the foregoing shall not apply Company and the Members agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the extent that offering or the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company, the Company Subsidiaries, Management or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. VIII.2.2 CenterPoint agrees that it will provide to Management and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Management and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by Management's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Management and the Company or their counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and Management's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Management and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to Management's counsel; provided, at that, CenterPoint has provided to -------- ---- Management or its counsel reasonable advance notice of such proposed changes; provided, further, that such -------- ------- changes are highlighted by computer generated marks indicating the time it is filed or becomes effective, additions and deletions made from the prior draft reviewed by Management's counsel. VIII.2.3 CenterPoint will not include 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 advise such Member Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise the Form S-4 has become effective or any supplement or amendment has been filed, Member Representative of the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of any Member, CenterPoint will furnish to such Member a reasonable number of copies of the Biopool Common Stock issuable in connection final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable a after the date hereof the Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source Statements and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool CenterPoint shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, Seller, the Company and the Members shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint, Seller, the Members and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made. Seller, not misleading; provided, however, that the foregoing shall not apply Company and the Members agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the extent that offering or the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company, the Company Subsidiaries, Seller or the Members becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.1 CenterPoint agrees that it will provide to Seller and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless Seller and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by Seller's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by Seller or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and Seller's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, Seller and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include 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. Biopool will advise Source, promptly after it receives notice thereof, of from the time when the Form S-4 has become effective or any supplement most recently filed Registration Statements or amendment thereof) are transmitted to Seller's counsel; provided, that, CenterPoint has been filedprovided to Seller or its counsel -------- ---- reasonable advance notice of such proposed changes; provided, further, that -------- ------- such changes are highlighted by computer generated marks indicating the issuance of any stop order, additions and deletions made from the suspension of the qualification of the Biopool Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request prior draft reviewed by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationSeller's counsel.

Registration Statements. Biopool and Source shall cooperate and promptly prepare and Biopool 8.2.1 Subject to the reasonable discretion of CenterPoint as advised by the lead Underwriter, CenterPoint shall file with the SEC as soon as is reasonably practicable a after the date hereof the Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Biopool Common Stock issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Source Statements and of Biopool in connection with the Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Biopool shall use all reasonable efforts, and Source will cooperate with Biopool, efforts to have the Form S-4 Registration Statements declared effective by the SEC as promptly as practicable. Biopool CenterPoint shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Biopool agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of Biopool and Source, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact also take any action required to be stated therein taken under applicable state "blue sky" or necessary securities laws in connection with the issuance of CenterPoint Common Stock. CenterPoint, the Company and the Signing Stockholders shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. All information provided and to be provided by CenterPoint and the Company, respectively, for use in the Registration Statements shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the statements therein, date thereof and in light of the circumstances under which they were given or made, not misleading; provided, however, that . The Company and the foregoing shall not apply Signing Stockholders agree promptly to advise CenterPoint if at any time during the period in which a prospectus relating to the extent that offering of the Merger is required to be delivered under the Securities Act, any such untrue statement of a material fact or omission to state a material fact was made by Biopool in reliance upon and in conformity with written information concerning Source furnished to Biopool by Source specifically for use contained in the Proxy Statement/Prospectus. Source prospectus concerning the Company, the Company Subsidiaries or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. 8.2.2 CenterPoint agrees that it will provide to the Company and its counsel copies of drafts of the Registration Statements (and any amendments thereto) containing material changes to the information provided therein as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statements (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review the revised information contained therein (which changes shall be highlighted by it computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel) and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for inclusion the objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five (5) business days immediately preceding the date scheduled for the filing of the Registration Statements and any amendment thereto, the Company and its counsel shall be obligated to respond to proposed changes electronically transmitted to them within two (2) hours from the time the proposed changes (in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time case of the respective meetings initial filing of shareholders the Registration Statements, from the last circulated draft of Biopool and Source, orthe Registration Statements; and, in the case of information provided by Source for inclusion in any subsequent filing of the Form S-4 Registration Statements or any amendment thereof, from the most recently filed Registration Statements or supplement theretoamendment thereof) are transmitted to the Company's counsel; provided, at that, CenterPoint has provided to the time it is filed Company or becomes effectiveits counsel reasonable advance notice of such proposed changes; provided, further, that such changes are highlighted by computer generated marks indicating the additions and deletions made from the prior draft reviewed by the Company's counsel. 8.2.3 CenterPoint will not include 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 advise each Stockholder Representative of the circumstances under which they were made, not misleading. Biopool will advise Source, promptly after it receives notice thereof, effectiveness of the time when Registration Statements, advise each Stockholder Representative of the Form S-4 has become effective or any supplement or amendment has been filed, the issuance entry of any stop order, order suspending the suspension effectiveness of the qualification Registration Statements or the initiation of any proceeding for that purpose, and, if such stop order shall be entered, use its best efforts promptly to obtain the lifting or removal thereof. Upon the written request of any Stockholder, CenterPoint will furnish to such Stockholder a reasonable number of copies of the Biopool Common Stock issuable in connection final prospectus associated with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationIPO.