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. [***]
| || |
|US$20,000,000 || ||June 3, 2019|
MERIDIAN BIOSCIENCE CANADA INC., a legal person governed by the laws of British Columbia and having its principal place of business at 100-360 rue Franquet, Québec (Québec), G1P 4N3, herein acting and represented by [***], its duly authorized representative for the purposes hereof as he so declares;
(hereinafter the Obligor)
GENEPOC INC., a legal person governed by the Canada Business Corporations Act and having its registered office at 100-360 rue Franquet, Québec (Québec), G1P 4N3, herein acting and represented by [***], its duly authorized representative for the purposes hereof as [***] so declares;
(hereinafter the Holder)
(the Obligor and the Holder are hereinafter collectively referred to as the Parties)
This Note (as defined below) is being issued in accordance with section 2.02 (b) (ii) of the Share Purchase Agreement amongst inter alios the Obligor, the Holder and Meridian Bioscience, Inc. dated April 29, 2019 (the Purchase Agreement). Capitalized terms used but not otherwise defined in this Note have the same meanings ascribed to them in the Purchase Agreement.
FOR VALUE RECEIVED, the Obligor, hereby promises to pay to or to the order of the Holder, on each Maturity Date (as defined below), the sum indicated in Schedule A hereto which as of the date hereof amounts to twenty million dollars (US$20,000,000) in lawful money of the United States of America (such note amount appearing in Schedule A as amended from time to time by the Holder and the Obligor being hereinafter referred to as the Note Amount), in immediately available funds, in accordance with the terms of this promissory note (as same may be amended, supplemented, restated or replaced from time to time, the Note). The Parties hereby agree that Schedule A shall, as the case may be, updated by the Obligor and Holder from time to time to reflect the balance of the Note Amount to reflect any adjustment pursuant to the Purchase Agreement and such update shall account for an amendment of this Note accordingly.