CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]
AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT
This AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT dated as of December 21, 2020, is entered into between APRÈS-DEMAIN DIAGNOSTICS INC. (formerly known as 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), APRÈS-DEMAIN SA (formerly known as APRÈS-DEMAIN HOLDING SA), in its capacity of Shareholders Representative, and MERIDIAN BIOSCIENCE, INC.
WHEREAS on April 29, 2019, a share purchase agreement (as amended by the Amendments No. 1 and No. 2 dated respectively June 3, 2019 and September 29, 2020, the Purchase Agreement) was entered into between the Seller, Meridian Bioscience Canada Inc. (a predecessor by amalgamation of Buyer), the Shareholders solely for the purpose of Sections 5.03, 8.01 and 10.05 thereof, Après-Demain SA (formerly known as 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 Meridian Bioscience Canada Inc. (a predecessor by amalgamation of 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 the shares held by Seller in the share capital of Genepoc Canada Inc. (defined in the Purchase Agreement as the Company) as of the Closing Date;
WHEREAS Meridian Bioscience Canada Inc. (a predecessor by amalgamation of Buyer) and the Company amalgamated on June 3, 2019, to continue as the Buyer;
WHEREAS by Section 10.05 of the Purchase Agreement, Après-Demain SA was appointed as Shareholders Representative whereby it can act as agent, proxy and attorney-in-fact for each Shareholder in order, among other matters, (b) to execute and deliver on behalf of such Shareholder any amendment or waiver hereto, (c) to take all other actions to be taken by or on behalf of such Shareholder in connection herewith;
WHEREAS by Section 10.10 of the Purchase Agreement, the Purchase Agreement may only be amended, modified or supplemented by an agreement in writing signed by Buyer, Seller and Shareholders Representative;
WHEREAS Schedule 2 to the Purchase Agreement provides, among other things, a description of the RI Panel Assay including the description of the assay specifications relating to the RI Viral Panel under development by the Seller;
WHEREAS the Seller and the Buyer have reached an agreement to revise the RI Viral Panel as described on Schedule 2 to the Purchase Agreement in order to remove the SARS-COV-2 from the targets; and
WHEREAS the parties hereto therefore wish to amend the Purchase Agreement as of and from the date hereof in order to reflect, amongst others, the above mentioned agreements as well as other changes arising therefrom or related thereto.
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: