AMENDMENT TO SHARE PURCHASE AGREEMENT
This AMENDMENT TO SHARE PURCHASE AGREEMENT (the Amendment), dated as of June 3, 2019, is entered into between GENEPOC INC., a corporation incorporated under the laws of Canada (Seller), MERIDIAN BIOSCIENCE CANADA INC., a corporation incorporated under the laws of British Columbia (Buyer), THE SHAREHOLDERS OF SELLER (the Shareholders), APRÈS-DEMAIN HOLDING SA, in its capacity of Shareholders Representative, and MERIDIAN BIOSCIENCE, INC.
WHEREAS on April 29, 2019, a share purchase agreement (the Purchase Agreement) was entered into between the Seller, the Buyer, the Shareholders solely for the purpose of Section 8.01 thereof, Après-Demain Holding SA solely in its capacity of Shareholders Representative, and Meridian Bioscience, Inc., solely for the purpose of Sections 2.06, 2.07 and 8.02 thereof, pursuant to which Buyer agreed to purchase, on the Closing Date (as such term is defined in the Purchase Agreement) and the Seller agreed to sell, all of shares held by Seller in the share capital of Genepoc Canada Inc. as of the Closing Date;
WHEREAS Schedule 2 to the Purchase Agreement provides, among other things, a description of the GI Panel Assay including the description of the assay specifications relating to the GI Bacterial Panel under development by the Seller;
WHEREAS on or about May 15, 2019, the Seller and the Buyer reached an agreement about removing the Lari subspecies from the GI Panel Assay;
WHEREAS on or about May 30, 2019, the Seller and the Buyer reached an agreement on a revised version of the sample calculation of the Closing Working Capital, as well as on a revised amount for the Target Working Capital; and
WHEREAS the parties hereto therefore wish to amend the Purchase Agreement as of and from the date hereof in order to reflect the above mentioned agreements.
NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties hereto agree as follows:
In this Amendment, all defined terms shall have the meanings ascribed thereto in the Purchase Agreement, unless otherwise defined herein.