Asset Purchase Agreement dated June 14, 2022 by and among Revo Squared LLC, the Principal Member (as defined therein), Zomedica Inc. and Zomedica Corp

A.

Seller is in the business of developing, manufacturing, marketing, distributing and selling diagnostic imaging products and services for use in animal health, including its SuperView, Sonoview Color, Sonoview Mini/Mini Plus and Microview product offerings (collectively, the “Business”).

B.

The Principal Member owns the majority of the outstanding membership interests of Seller, and will benefit financially from the transactions contemplated by this Agreement.

C.

Buyer is a wholly-owned subsidiary of Buyer Parent.

D.

Seller wishes to sell, transfer, convey and assign to Buyer, and the Buyer Parties wish for Buyer to acquire and assume, the substantially all of the assets comprising or pertaining to the Business, upon the terms and subject to the conditions set forth herein.

(a)

All Inventory;

(b)

all supplies and equipment, wherever located, used or held for use in manufacturing, testing, storing or handling of the Business products;

(c)

all computers, servers, supplies, equipment and other fixed assets of the Business, wherever located, including the items listed on Schedule 2.1(c);

(d)

all accounts receivable of Seller (the “Accounts Receivable”);

(e)

all supplier and customer lists and pricing information relating to the Business;

(f)

all Contracts (including purchase orders) to which Seller is a party to the extent specifically related to the Business or any Transferred Employee, including those Contracts listed on Schedule 2.1(f) (the “Assumed Contracts”);

(g)

all Business Intellectual Property Rights, including Software, Source Code, domain names, telephone and facsimile numbers, email addresses and the other Intellectual Property Rights used in the Business, as set forth on Schedule 2.1(g), and the goodwill associated therewith;

(h)

all Permits related to the Business;

(i)

all prepaid items, backlogs, advances and deposits of the Business to third parties, including but not limited to those set forth on Schedule 2.1(i) to be delivered at Closing (the “Prepaid Items”);

(j)

all of Seller’s claims, causes of action, defenses and rights of offset or counterclaim against third parties relating to any Acquired Asset or any Assumed Liability, including unliquidated rights under manufacturers’ or vendors’ warranties;

(k)

all books and records relating to the Business, including all accounting records, quality records, product designs, design history files, manufacturing drawings and all technical, sales and promotional literature;

(l)

all insurance benefits to the extent relating to claims arising out of events that occurred prior to Closing (if any) and associated with the Acquired Assets, including such rights and proceeds receivable or hereafter received under any insurance policy written prior to the Closing;

(m)

all right, title and interest of Seller in any real property and improvements, including those leasehold interests set forth on Schedule (m) (the “Leased Real Property”); and

(n)

all goodwill associated with the Business and the Acquired Assets.

(a)

all Cash and all of Seller’s bank accounts, including those bank accounts used for the Business;

(b)

all minute books, corporate seals, organizational documents, stock registers and such other books and records of Seller as pertain to ownership, organization or existence of Seller, and all Tax Returns and the Seller’s general ledger, accounting records, and original accounting date (including all accounting software and data);

(c)

all shares or other equity interests or securities, or equivalents thereof, in any entity;

(d)

all personnel files for former employees of Seller who are not Transferred Employees and the Seller’s personnel records and any other records that the Seller is required by law to retain in its possession for all employees of Seller;

(e)

all Benefit Plans, all documentation and materials related thereto, and all assets attributable thereto;

(f)

all rights of Seller under the Transaction Documents;

(g)

all insurance policies of Seller and rights thereunder, including rights as beneficiary or owner, and insurance claims for which the Seller may seek recovery under any of its existing policies, not including those insurance benefits set forth in Section 2.1(l);

(h)

any right to receive mail and other communications addressed to the Seller (subject to the Seller’s obligation to forward to Buyer any mail, communications or other notices relating to the Acquired Assets);

(i)

all contracts with insurers for insurance coverage of the Seller, including any premium refunds, insurance proceeds (not including proceeds related to insurance benefits set forth in Section 2.1(l)) or credits; and

(j)

those personal effects and other assets specifically described on Schedule 2.2(j).

(a)

Prior to the Closing Date, Buyer and Seller will agree upon a written statement (the “Estimated Closing Statement”) setting forth the calculation of a good faith estimate of the Closing Date Purchase Price (the “Estimated Closing Date Purchase Price”), including all components thereof. At the Closing, Buyer will pay in cash:

(i)

the Closing Indebtedness payable to the holders of Closing Indebtedness designated in the payoff letters delivered to Buyer pursuant to Section 2.8(a)(iv);

(ii)

the Escrow Amount to the Escrow Agent, which shall be held by the Escrow Agent and released to the proper Party or Parties upon the terms and conditions set forth in the Escrow Agreement; and

(iii)

to Seller, the Closing Date Purchase Price, by wire transfer of immediately available funds, pursuant to instructions delivered to Buyer no less than three business days prior to the Closing Date.

(b)

At the Closing, Buyer Parent shall issue to Seller a common stock purchase warrant, in substantially the form attached hereto as Exhibit C (the “Warrant”), to purchase Ten Million (10,000,000) shares (the “Warrant Shares”) of common shares, no par value per share, of Buyer Parent (the “Buyer Parent Common Shares”). The Warrant and the Warrant Shares are collectively referred to herein as the “Buyer Securities.” The Warrant shall be exercisable at any time between the Closing Date and the tenth (10th) anniversary of the date of the Closing Date and shall have an exercise price equal to the closing price per share of the Buyer Parent Common Shares, as reported on the NYSE American stock exchange, either on the trading day immediate prior to the Closing Date (if the Closing occurs prior to the close of trading on the NYSE American stock exchange on the Closing Date) or on the Closing Date (if the Closing occurs after the closing of trading on the NYSE American stock exchange on the Closing Date).

(a)

As soon as reasonably practicable, but no later than 90 days after the Closing Date, Buyer will prepare and deliver to Seller a statement (the “Proposed Final Closing Statement”) consisting of a proposed calculation in reasonable detail of the Closing Date Purchase Price, including all components thereof (the “Proposed Final Closing Date Purchase Price”).

(b)

If Seller disputes any amounts as shown on the Proposed Final Closing Statement, Seller shall deliver to Buyer within thirty (30) days after receipt of the Proposed Final Closing Statement a notice (the “Dispute Notice”) setting forth Seller’s calculation of such amounts and describing in reasonable detail the basis for the determination of such different amounts. If Seller does not deliver a Dispute Notice to Buyer within such thirty (30) day period, the Proposed Final Closing Statement prepared and delivered by Buyer shall be deemed to be the final closing statement (the “Final Closing Statement”). The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Seller has given the Dispute Notice. If the Parties resolve such differences, the Proposed Final Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Buyer and Seller do not reach a final resolution on the Final Closing Statement within thirty (30) days after Seller has given the Dispute Notice, unless Buyer and Seller mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Buyer, Seller and the Neutral Accountant (which Buyer and Seller agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Buyer and Seller shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Buyer, Seller and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Final Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Buyer and Seller and determine the amounts to be set forth on the Final Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on an independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive, non-appealable and binding upon the Parties, absent fraud or manifest error, and shall be considered an arbitral award for all purposes. The fees and expenses of the Neutral Accountant will be borne in the same proportion as the aggregate dollar amount of the Disputed Items that are unsuccessfully disputed by each Party (as finally determined by the Neutral Accountant) bears to the aggregate dollar amount of all of the Disputed Items submitted to the Neutral Accountant. Nothing in this Section 2.5(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of the Disputed Items; or (ii) resolve any such differences by making an adjustment to the Final Closing Statement that is outside of the range defined by amounts as finally proposed by Buyer and Seller.

(c)

If the Closing Date Purchase Price as finally determined in accordance with Section 2.5(b) (the “Final Closing Date Purchase Price”) exceeds the Estimated Closing Date Purchase Price, then (i) Buyer shall, promptly, but no later than five (5) business days after the final determination thereof, pay such excess amount to Seller by wire transfer of immediately available funds to an account designated by Seller and (ii) Buyer and Seller shall promptly, but no later than five (5) business days after such final determination, deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release the balance of the Adjustment Escrow Amount to Seller.

(d)

If the Closing Date Purchase Price as finally determined in accordance with Section 2.5(b) is less than the Estimated Closing Date Purchase Price, then Buyer and Seller shall promptly, but no later than five (5) business days after such final determination, deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to pay from the Adjustment Escrow Amount the amount of such shortfall to Buyer, and any balance of the Adjustment Escrow Amount remaining after such payment to Buyer, to Seller. If such shortfall is greater than the Adjustment Escrow Amount, then Seller shall, promptly, but no later than five (5) business days after the final determination of the Final Closing Date Purchase Price, pay the remaining balance to Buyer by wire transfer of immediately available funds to an account designated by Buyer.

(e)

Any payments made pursuant to this Section 2.5(b) shall be treated as an adjustment to the Closing Date Purchase Price by the Parties, except as otherwise required by any Legal Requirement.

(a)

At the Closing, Seller will deliver or cause to be delivered to Buyer the following:

(i)

the Bill of Sale, duly executed by Seller;

(ii)

the consents, waivers, approvals, Orders and authorizations listed on Schedule 2.8(a)(ii), each in form and substance reasonably acceptable to Buyer;

(iii)

an officer certificate, attaching (i) the Articles of Organization of Seller, certified by the Georgia Secretary of State as of a recent date prior to the Closing Date, and (ii) resolutions of Seller approved by its managers and its members authorizing the execution and delivery of, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party;

(iv)

a certificate executed by an officer of Seller to the effect that the conditions specified in Section 6.2(a)-(d) have been satisfied;

(v)

Payoff letters directing payment of all the Closing Indebtedness;

(vi)

evidence satisfactory to Buyer in its sole discretion that all Liens encumbering the Acquired Assets have been or will be terminated (other than Permitted Liens);

(vii)

the Estimated Closing Statement, duly executed by Seller;

(viii)

the Escrow Agreement, duly executed by Seller;

(ix)

the Seller Non-competition Agreements, duly executed by Seller and the Principal Member;

(x)

Articles of Amendment to be filed with the Georgia Secretary of State on the Closing Date, amending Seller’s Articles of Organization to change Seller’s name to a name easily distinguishable from “Revo Squared LLC” in form and substance consistent with applicable Legal Requirements and acceptable to Buyer;

(xi)

Employment offer letters or agreements and non-solicitation and noncompetition agreements of each Key Employee and any other Employees designated by Buyer, in each case on terms and conditions satisfactory to Buyer in its sole discretion and, with respect to the Key Employees, in substantially the forms attached hereto as Exhibit D (the “Employment Agreements”), duly executed by such Key Employees and Employees;

(xii)

the IP Assignments, duly executed by Seller;

(xiii)

the form of Invention and Intellectual Property Assignment Agreement attached as Schedule 2.8(a)(xiii), executed by each current and former employee and contractor of Seller or its Affiliates (the “Invention Assignment Contracts”) who has contributed to the conception, reduction to practice, creation, authorship or development of any Business Intellectual Property Rights, pursuant to which such party (i) assigns to Seller its/his/her right, title and interest in and to such Business Intellectual Property Rights relating to or in the scope of such Person's employment by or engagement with Seller or its Affiliate as set forth in the Invention Assignment Contracts, and (ii) waives (subject to limitations of applicable Legal Requirements) any unassignable rights such as moral rights that he, she or it may possess in the Business Intellectual Property Rights as set forth in the Invention Assignment Contracts;

(xiv)

with respect to the Leased Real Property, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (“Assignment and Assumption of Lease”) and duly executed by Seller; and

(xv)

any other certificates, documents or instruments reasonably required by Buyer to be delivered at Closing pursuant to this Agreement.

(b)

At the Closing, the Buyer Parties will deliver or cause to be delivered the following:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(a)

Calculation. Subject to Buyer’s right to off-set the Earnout Payments as set forth in this Agreement, Buyer will pay to Seller up to an aggregate of $4,000,000 in one or more payments (the “Earnout Payments”) based on the achievement of milestones related to future Net Sales from Revo Squared Products, as set forth below:

(i)

If, from and after the Closing Date, Buyer’s Net Sales actually received from the sale of Revo Squared Products exceed $5,000,000 during any calendar year ending on or prior to December 31, 2027 (the period from the Closing Date to December 31, 2027 being referred to herein as the “Earnout Period”), Buyer will pay Seller a $2,000,000 Earnout Payment after the first such occurrence only; and

(ii)

If, from and after the Closing Date, Buyer’s Net Sales actually received from the sale of Revo Squared Products exceed $10,000,000 during any calendar year ending on or prior to December 31, 2027, Buyer will pay Seller a $2,000,000 Earnout Payment after the first such occurrence only.

(b)

Buyer shall make the initial calculation of its Net Sales from Revo Squared Products for each calendar year during the Earnout Period based upon the audited consolidated financial statements of Buyer Parent and Buyer’s reasonable allocations and calculations with respect to any items not specifically set forth in such audited consolidated financial statements, and will deliver to Seller a written statement outlining Buyer’s calculation of Net Sales of Revo Squared Products for a particular calendar year as soon as practicable following the end of the applicable calendar year, and in any event not later than April 15 following the end of the applicable calendar year. If Seller does not dispute such calculation within twenty (20) days after Seller’s receipt of such calculation, then such calculation shall be deemed final and Buyer shall deliver payment of the Earn-Out Payments within ten (10) days after the date said calculation shall be deemed final. If Seller disputes such calculation, Seller shall deliver written notice of such dispute to Buyer within twenty (20) days after Seller’s receipt of such calculation. Buyer and Seller shall provide each other with access to any information reasonably necessary to calculate the Net Sales of Revo Squared Products for the period in question. If any such dispute is not resolved within fifteen (15) days after Seller’s delivery of a written notice of dispute to Buyer, Buyer and Seller shall, as promptly as practicable following the expiration of such fifteen (15) day period, jointly engage the Neutral Accountant to review the disputed item(s) with respect to such calculation. The final determination of such disputed item(s) by the Neutral Accountant shall be binding on the Parties. The cost of retaining the Neutral Accountant shall be borne equally by Buyer and Seller.

(c)

For each calendar year during the Earnout Period, Buyer agrees to keep complete and accurate records of the Net Sales from Revo Squared Products in sufficient detail to enable the Earnout Payments due hereunder to be determined. Buyer agrees to permit a representative of Seller and its agents and representatives, at Seller’s expense, to periodically examine the books, ledgers, and records of Buyer during regular business hours for the purpose of and to the extent necessary to verify Seller’s entitlement to the Earnout Payments.

(d)

Earn-Out Payments will be payable by Buyer as described in Section 2.9(b), above, for undisputed payments, or, for disputed payments, within twenty (20) days after resolution and determination of the Net Sales from Revo Squared Products for the applicable calendar year in which Earnout Payments are earned, as determined by Buyer and Seller or the Neutral Accountant (as applicable).

(e)

The Earnout Payments made pursuant to this Section 2.9 shall be treated as additional Purchase Price, including for Tax purposes, except as otherwise required by any Legal Requirement.

(a)

Schedule3.7 sets forth true and complete copies of (i) the balance sheets and statements of profit and loss of Seller as of and for the fiscal years ended December 31, 2021 and 2020 (the “Annual Financial Statements”), and (ii) the unaudited balance sheet and statement of profit and loss of Seller as of and for the five (5)-month period ended May 31, 2022 (the “Interim Financial Statements,” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) have been prepared, in all material respects, in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except for the absence of footnotes and subject to normal year-end adjustments, which adjustments shall not be material individually or in the aggregate, and (ii) fairly present, in all material respects, the consolidated financial position of Seller as of the dates thereof and the results of operations and changes in cash flows for the periods then ended (subject to, in the case of the Interim Financial Statements, the absence of footnotes and normal year-end adjustments, which adjustments shall not be material individually or in the aggregate). The Financial Statements have been prepared from, and are in accordance with, the books and records of Seller.

(b)

Except as set forth on Schedule3.7, Seller, with respect to the Business, has no Liabilities, except (i) Liabilities that are fully accrued, reserved against or reflected in the balance sheet included in the Interim Financial Statements (or disclosed in the notes thereto), all such reserves having been established consistently with past practices of the Seller, (ii) Liabilities that have arisen since the date of the balance sheet included in the Interim Financial Statements and that were incurred in the ordinary course of business consistent with past practice (the “Ordinary Course of Business”) and which are not material in amount or (iii) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby.

(a)

All Accounts Receivable that are reflected on the balance sheet included in the Interim Financial Statements or on the accounting records of Seller as of the date hereof represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business and are current and fully collectible (calculated in a manner consistent with GAAP). There is no contest, claim, defense or right of setoff under any contract with any account debtor of an Account Receivable relating to the amount or validity of such Account Receivable. No account debtor (i) has refused or threatened in writing to refuse to pay its obligations for any reason, or (ii) to Seller’s Knowledge, is insolvent or bankrupt.

(b)

All accounts payable that are reflected on the balance sheet included in the Interim Financial Statements or on the accounting records of Seller as of the date hereof represent valid obligations arising from purchases or commitments actually made by Seller in the Ordinary Course of Business and are current and payable in accordance with their terms net of the respective reserves shown on the balance sheet included in the Interim Financial Statements. There is no contest, claim, defense or right of setoff under any contract with any obligee of an account payable relating to the amount or validity of such accounts payable.

(a)

Except as set forth on Schedule3.10(a), Seller is and has been in compliance with all applicable Legal Requirements in all material respects. Except as set forth on Schedule3.10(a), Seller has not received any notice regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement applicable to the Business or the Acquired Assets.

(b)

Seller has, and is in compliance in all material respects with, all Permits that are necessary to operate the Business as presently conducted, and has made available all such Permits to Buyer. All such Permits are in full force and effect and no fees or charges required to be paid with respect to such Permits are outstanding. Seller is not, and has not been since the date of issuance of the Permits, in default or violation of any such Permit.

(c)

Seller, directly or indirectly through any representative or other Person acting on behalf of Seller (including any distributor, agent, or sales intermediary), has not (i) taken any action in violation of any applicable Anti-corruption Laws or (ii) paid, offered, promised to pay, or authorized the payment of, any monies or any other thing of value to any Government Official (including employees of government-owned or –controlled entities or partially government-owned or -controlled entities), any political party or candidate for political office or to any other Person (collectively, a “Proscribed Recipient”): (A) for the purpose of (1) influencing any act, omission or decision of such Proscribed Recipient, (2) inducing such Proscribed Recipient to do or omit to do any act in violation of the lawful duty of such Proscribed Recipient, or to use his, her or its influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority, (3) assisting Seller or any of its representatives in obtaining or retaining business for or with, or directing business to, any Person in violation of any applicable Anti-corruption Laws, (4) securing any advantage in violation of any applicable Anti-corruption Laws, or (5) inducing such Proscribed Recipient to influence or affect any act or decision of any Governmental Authority in violation of any applicable Anti-corruption Laws, or (B) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business or any improper advantage. Neither Seller, the Principal Member, nor to Seller’s Knowledge, none of Seller’s employees or consultants has been convicted of violating any Anti-corruption Laws or, to Seller’s Knowledge, subjected to any investigation or proceeding by a Governmental Authority for, in each case, potential corruption, fraud or violation of any applicable Anti-corruption Laws.

(a)

Owned Real Property. Seller does not own any real property nor is Seller contractually obligated to purchase any real property.

(b)

Leased Real Property. Schedule2.1(m) lists all real property or related premises currently leased or subleased by Seller, and sets forth the name of the landlord (or sublandlord, as applicable) and the street address and unit number of the Leased Real Property. True, correct and complete copies of all leases, subleases, licenses or other agreements (and all amendments, supplements or modifications to each such instrument) with respect to the Leased Real Property (collectively, the “Lease Documents”) have been made available to Buyer. The Seller has a valid and enforceable leasehold interest in all Leased Real Property, in each case free and clear of all Liens, other than Permitted Liens. The Leased Real Property constitutes all real property interests of any nature whatsoever used or held for use in the operation of the Seller’s business as currently conducted. The Seller is not subject to any governmental decree or Order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority and, to the Knowledge of Seller, no such condemnation, expropriation or taking has been proposed or is contemplated. All Taxes required to be paid (including real and personal property Taxes and assessments and all special assessments, if any) pertaining to the Leased Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. Seller has not received any written notice of proposed local improvement charges or special levies with respect to the Leased Real Property. The Leased Real Property is supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such Leased Real Property as currently operated. All buildings, structures and appurtenances comprising any part of the Leased Real Property that are currently being used in the conduct of Seller’s business are in satisfactory condition and have been well maintained, normal wear and tear excepted.

(a)

Except as set forth on Schedule3.13(a), all Tax Returns required to be filed on or before the Effective Date by Seller, including any Tax Returns required to be filed as a result of Seller’s ownership of the Acquired Assets, have been, and all Tax Returns required to be filed after the Effective Date and before the Closing Date will be, filed within the time and in the manner prescribed by applicable Legal Requirements. All such Tax Returns are true, correct and complete, and all Taxes owed or required to be paid by Seller or with respect to the Acquired Assets (whether or not shown or required to be shown on such Tax Returns) have been paid or remitted by Seller. Seller has filed Tax Returns in all jurisdictions where it is required to file Tax Returns and has not received notice of any claim by any Taxing Authority in any other jurisdiction where Seller does not file Tax Returns that Seller or any Acquired Assets are or may be subject to Taxes in that jurisdiction.

(b)

Except as set forth on Schedule 3.13, there are no Liens with respect to Taxes upon any of the Acquired Assets, other than with respect to Permitted Liens.

(c)

No audit or administrative or judicial Tax Action is pending or is currently being conducted with respect to Seller or the Acquired Assets.

(d)

Seller is not, and has not been (i) a member of any affiliated group filing or required to file a consolidated, combined, or unitary Tax Return or (ii) a party to or bound by, nor do they have or have they ever had any obligation under, any Tax sharing agreement or similar contract or arrangement. Seller does not have any Liability for the Taxes of any Person (other than Seller) under Treasury Regulation Section 1.1502-6 (or any corresponding provision of state, local or foreign Tax law), as a transferee or successor, by contract, or otherwise.

(e)

Seller has delivered to Buyer true, complete and correct copies of all Tax Returns, Tax audit reports, and statements of deficiencies for each of the last three Taxable years filed by or issued to or with respect to Seller and the Acquired Assets (or, insofar as such items relate to Seller, by or to any affiliated, consolidated, combined, or unitary group of which Seller was then a member). Schedule3.13(e) lists all of the jurisdictions (foreign and domestic) in which any Tax is properly payable by any Seller or with respect to the Acquired Assets under applicable Legal Requirements. No written rulings or agreements in respect of any Tax are pending or have been issued by or entered into with any relevant Taxing Authority with respect to Seller or any Acquired Assets.

(f)

Seller has elected to be treated as an “S corporation” (within the meaning of Sections 1361 and 1362 of the Code) for U.S. federal income tax purposes commencing in 2009, its first taxable year, and such election is effective for all Taxable periods of Seller thereafter up to and including the Closing Date. Schedule3.13(f) sets forth each state or other local jurisdiction for which Seller has made or is treated as having made an S corporation (or similar) election and its effective date, and each such election is effective for all Taxable periods of Seller thereafter up to and including the Closing Date. Neither Buyer nor Seller will be liable for any Tax under Section 1374 of the Internal Revenue Code in connection with the Contemplated Transactions.

(a)

Buyer shall not have any Liability after the Closing under any:

(i)

employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to by Seller or any of its Affiliates for any of its employees, former employees or directors (or their respective beneficiaries), including without limitation any group insurance or self-insured health plan, severance pay plan, non-qualified deferred compensation plan or retirement plan intended to be qualified under Code Section 401(a) (collectively, the “ERISA Plans”);

(ii)

trust fund maintained by Seller in connection with any such ERISA Plan;

(iii)

“cafeteria plan” (“125 Plan”) governed by Code Section 125; or

(iv)

other plan providing compensation, benefits or perquisites to any employees, former employees, managers, officers or directors (or their respective beneficiaries) of Seller, including without limitation any incentive, bonus, stock option, restricted stock, vacation pay or sick pay plan, in each case whether or not reduced to writing and whether funded or unfunded.

(b)

Except as set forth on Schedule3.16(b), Seller maintains no group life insurance or health benefit coverage for former employees or directors, other than group life insurance or health benefit coverage mandated by Legal Requirements. Seller has timely complied with all of its “COBRA” obligations under ERISA Section 602 and Code Section 4980B; its obligations under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended; its obligations under the Family and Medical Leave Act of 1993, as amended; and its respective obligations under applicable state insurance Legal Requirements, in each case with respect to any group life insurance and health benefit continuation coverage to be provided by those of its ERISA Plans and any 125 Plan that provide such benefits.

(c)

Each Employee Plan has been maintained, operated, and administered in compliance with its terms and any related documents or agreements and all applicable Legal Requirements. All Employee Plans are sponsored by Seller. No Employee Plan is maintained outside of the United States.

(d)

Neither Seller nor any other member of the Controlled Group currently has, and at no time in the past has had, an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code or a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code or a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA.

(a)

Schedule 3.17(a) sets forth a true, correct and complete list (with title or mark, owner, country, registration and application numbers, dates indicated and inventors, as applicable) of all Owned Intellectual Property that has been issued or registered to, or is the subject of a pending application by, the Seller or its Affiliates. All fees associated with maintaining any such Owned Intellectual Property registrations have been paid in full in a timely manner to the proper Governmental Authority. There are no materials, information, facts, or circumstances that would render any such Owned Intellectual Property registrations invalid or unenforceable, or that would materially affect any pending application for any Owned Intellectual Property registrations.

(b)

The Business Intellectual Property Rights consist of the Owned Intellectual Property and the Licensed Intellectual Property, which comprises all of the Intellectual Property Rights necessary for the Business as of the Effective Date and as of the Closing Date. Except as set forth in Schedule 3.17(b), no Person who has licensed to Seller any Licensed Intellectual Property has ownership or any exclusive rights to any improvements, derivative works and other modifications made by Seller. After giving effect to the transactions contemplated by this Agreement, no Affiliate or current or former partner, director, stockholder, officer, employee or contractor of Seller or any of its Affiliates will own or retain any rights, title or interest in any Business Intellectual Property Rights. Seller is the sole and exclusive legal and beneficial owner of all right, title and interest in and to the Owned Intellectual Property, and has the valid and enforceable right to use all Licensed Intellectual Property used in or necessary for the conduct of the Business as currently conducted, in each case, free and clear of Encumbrances.

(c)

The operation of the Business, as currently conducted, does not, and Buyer’s continued operation of the Business, as currently conducted by Seller, will not, infringe, misappropriate, dilute or otherwise violate or conflict with any Intellectual Property Rights of any Person, otherwise violate any rights of any Person (including any right to privacy or publicity), or constitute unfair competition or deceptive trade practices or other violation of Legal Requirements. This representation and warranty does not constitute any representation or warranty with respect to any infringement, misappropriation, dilution or other violation or conflict with any Intellectual Property Rights of any Person caused by (i) any modifications to Diagnostic Software after the Closing Date, (ii) uses of the Diagnostic Software after the Closing Date that were not utilized by the Business or its customers prior to the Closing Date, and (iii) integration of the Diagnostic Software with any hardware, equipment or components that were not integrated by the Business or its customers prior to the Closing Date. Neither Seller nor any of its Affiliates have received any notice from any Person (i) alleging any of the foregoing; (ii) claiming that Seller or any of its Affiliates must license from any Person or refrain from using any Intellectual Property Rights or offering Seller or any of its Affiliates to take a license to avoid any potential claim or disruption; or (iii) challenging the validity, enforceability, patentability, registerability, or Seller’s or its Affiliates’ scope or ownership of any of the Business Intellectual Property Rights. To Seller’s Knowledge, no Person has infringed, misappropriated, otherwise violated or conflicted with, or is suspected by Seller or any of its Affiliates to be infringing, misappropriating, otherwise violating or conflicting with, any Business Intellectual Property Rights. Prior to the Closing, Seller, and immediately after the Closing, Buyer, is not obligated to pay any royalties or similar payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of the Acquired Assets.

(d)

Except as set forth in Schedule 3.17(d), Seller and its Affiliates have taken all commercially reasonable steps to protect and maintain all Business Intellectual Property Rights and to preserve the confidentiality of any trade secrets comprised in Business Intellectual Property Rights and any of their confidential information, in each case in accordance with best industry practices. All disclosures by Seller or its Affiliates of their trade secrets or confidential information have been made pursuant to a written Contract that provides reasonable protection for such confidential information and trade secrets. Neither Seller nor any Selling Stockholder shall retain any trade secret of the Business or any written or tangible description of any trade secret of the Business.

(e)

Except as set forth in Schedule 3.17(e), no current or former employee of Seller or any of its Affiliates, consultants or contractors has any valid claim of ownership, in whole or in part, to any Business Intellectual Property Rights or derivative works thereof, or has asserted any such claim of ownership or right. Except as set forth in Schedule 3.17(e), each current and former employee and contractor of Seller or its Affiliates who has contributed to the conception, reduction to practice, creation, authorship or development of any Business Intellectual Property Rights is a party to a valid, enforceable and legally binding Contract (i) assigning to Seller or its Affiliate all right, title and interest in and to such Business Intellectual Property Rights relating to or in the scope of such Person's employment by or engagement with Seller or its Affiliate, and (ii) waiving (subject to limitations of applicable Legal Requirements) any unassignable rights such as moral rights that they may possess in the Business Intellectual Property Rights.

(f)

Seller has commercially reasonable security measures and policies in place to protect confidential information, Personal Data and proprietary information, including trade secrets, software, databases, systems, networks and Internet sites, held by it from unlawful or unauthorized access, use, modification or disclosure by any Person, and Seller is in compliance with such measures and policies. To Seller’s Knowledge, no Person has gained unauthorized access to or made any unauthorized use of any confidential information pertaining to Business Intellectual Property Rights, Personal Data or proprietary information maintained by Seller. At Closing, Seller shall deliver to Buyer a copy of all Source Code of all Software, and thereafter neither Seller nor any Selling Stockholder shall have any copy of the Source Code and object code of the Diagnostic Software or any portions thereof, and Selling Stockholders and Seller shall have destroyed the same. No Person other than Seller has a copy of such Source Code or object code.

(g)

Except as set forth in Schedule 3.17(g), none of the Software is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License or Mozilla Public License) that: (i) requires or could reasonably be expected to require the disclosure, licensing or distribution of any Source Code for any portion of Software; (ii) conditions or could reasonably be expected to condition the use or distribution of the Software; or (iii) otherwise imposes or could reasonably be expected to impose any material limitation, restriction or condition on the right or ability of Buyer or the Business to use or distribute any Software.

(h)

Seller has provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all Contracts related to Business Intellectual Property Rights, including all modifications, amendments and supplements thereto and waivers thereunder. Each such Contract is valid and binding on Seller in accordance with its terms, is in full force and effect, and is assignable without restrictions from Seller to Buyer. Neither Seller nor, to Seller’s Knowledge, any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any such Contract nor will any breach or default or right terminate arise by virtue of an assignment of any Business Intellectual Property Rights to Buyer.

(i)

No government funding or facilities of any educational institution or research center were used in the development of any Business Intellectual Property Rights. Seller has not obtained any U.S. government grant funding to date and is not subject to any domestic manufacturing requirement and is free to manufacture any goods in any country for the Business.

(a)

Schedule 3.18 sets forth each Contract in effect of the type described below as of the Effective Date (all such Contracts of the type described below, the “Material Contracts”):

(i)

partnership, joint venture, or other similar contract or arrangement, or any contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets, or otherwise);

(ii)

contract for the employment of any officer, individual employee or other person on a full time, part time, consulting or other basis (other than at-will agreements that are cancellable without severance or penalty at any time);

(iii)

agreement or indenture relating to Indebtedness or otherwise placing a Lien on any of the Acquired Assets;

(iv)

lease or agreement under which Seller is lessee of or holds or operates any property (other than real property) owned by any other party, except for any lease or agreement under which the aggregate annual rental payments do not exceed $25,000 and the term of which does not extend beyond twelve (12) months after the Closing;

(v)

lease or agreement under which Seller is lessor of or permits any third party to hold or operate any property (other than real property) owned or controlled by such Company, except for any lease or agreement under which the aggregate annual rental payments do not exceed $25,000 and the term of which does not extend beyond twelve (12) months after the Closing;

(vi)

contracts (other than standard purchase orders) with Seller’s suppliers listed on Schedule 3.21(b), if any;

(vii)

research agreements;

(viii)

contracts with third party distributors of Seller’s products;

(ix)

agreement, contract or commitment concerning non-competition, non-solicitation or non-disparagement, including any contract containing covenants that in any way purport limit the ability of Seller to engage in any line of business or to compete with any Person;

(x)

collective bargaining agreement, labor contract or other written agreement, arrangement with any labor union or any employee organization;

(xi)

contract with customers pursuant to which Seller is obligated to deliver more than $25,000 of products or services after the date hereof;

(xii)

contract with any Governmental Authority;

(xiii)

contract that involved or involves performance of services or delivery of goods or materials by Seller during the twelve months preceding or following the date of this Agreement of an amount or value in excess of $25,000 (other than purchase orders in the Ordinary Course of Business);

(xiv)

contract that was not entered into in the Ordinary Course of Business and that involved or involves expenditures or receipts of the Companies during the twelve months preceding or following the date of this Agreement in excess of $25,000;

(xv)

contract for the furnishing or receipt of services, the performance of which will extend over a period of more than one (1) year from the date of this Agreement;

(xvi)

contract that provides for the payment or potential payment of any severance, retention, bonus, change in control or similar compensation;

(xvii)

contract under which Seller has advanced or loaned any other Person amounts, other than advances for otherwise reimbursable business expenses in the Ordinary Course of Business;

(xviii)

contract relating to any material indebtedness or otherwise placing a Lien on any of the Acquired Assets;

(xix)

contract (however named) involving a sharing of profits, losses, costs or liabilities by Seller with any other Person;

(xx)

contract for capital expenditures in excess of $25,000;

(xxi)

written guaranty and/or other similar undertaking with respect to contractual performance of third parties extended by Seller; and

(xxii)

contract entered into other than in the Ordinary Course of Business or that is material to Seller or the Business as a whole that is not otherwise required to be listed on Schedule 3.18.

(b)

Each Material Contract is in full force and effect and is a valid and binding agreement of Seller, and assuming such Material Contract is binding and enforceable against the other parties thereto, is enforceable in accordance with its terms (subject to the General Enforceability Exceptions). Seller is not and, to Seller’s Knowledge, each of the other parties thereto are not, in default or breach under, any of such Material Contracts and no event has occurred which, with or without notice or lapse of time, or both, would constitute such a default or breach. No party to any Material Contract has delivered written notice of termination and, to Seller’s Knowledge, no party has threatened to exercise any termination rights with respect to any Material Contracts. True, correct and complete copies of the Material Contracts, including all amendments, schedules, exhibits and other attachments thereto, have been made available to Buyer.

(a)

Schedule3.21(a) sets forth a list of all customers of the Business since January 1, 2021 and the aggregate revenue of Seller associated with each such customer during such period. Except as set forth on Schedule3.21, since December 31, 2021, no such customer has delivered to Seller written notice, and to the Knowledge of Seller, there is no reason to believe that (i) any customer intends to terminate or materially reduce its relationship with Seller, (ii) any customer has disputed pricing terms or conditions (other than disputes in the ordinary course of business), (iii) any customer has disclosed a material change in the volume of goods or services to be delivered or (iv) any customer will reduce prices it pays, change its purchasing methodology or otherwise take any action or omit to take any action that would have a Materially Adverse Effect.

(b)

Schedule3.21(b) sets forth a list of Seller’s top ten (10) suppliers based on the Seller’s aggregate expenditures for the calendar year ending December 31, 2021 and the aggregate expenditures associated with each such supplier during such period. Except as set forth on Schedule3.21(b), since December 31, 2021, no such supplier has delivered to Seller written notice of cancellation or termination of, or otherwise threatened in writing, and, to the Knowledge of Seller, there is no reason to believe that, that Seller supplier (A) intends to cease to supply goods or services to Seller or to otherwise terminate or materially reduce its relationship with Seller, (B) intends to discontinue, modify or substitute any services, software, goods or products (or component thereof) material to carry out the business of Seller as currently conducted, (C) intends to change or otherwise modify its pricing terms in any material respect or (D) intends to increase prices it charges or otherwise take any action or omit to take any action that would have a Materially Adverse Effect.

(a)

Investment Intent; Restrictions on Transfer. Seller understands that the Warrants are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Warrants and, upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise thereof, as principal for its own account and not with a view to, or for distributing or reselling such Buyer Securities or any part thereof in violation of the Securities Act or any applicable state securities laws. Seller does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Buyer Securities (or any securities which are derivatives thereof) to or through any person or entity. Seller agrees not to sell, assign, transfer or otherwise dispose of the Buyer Securities unless a registration statement relating thereto has been duly filed and become effective under the Securities Act, and applicable state or foreign securities laws, or unless in the opinion of counsel satisfactory to Buyer Parent no such registration is required under the circumstances. Seller acknowledges that the Warrants, and certificates evidencing the Warrant Shares shall bear any legend as required by the “blue sky” laws of any applicable state and a customary restricted stock legend.

(b)

Seller Status. At the time that Seller was offered the Buyer Securities, Seller was, and at the date hereof Seller is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

(c)

General Solicitation. Seller is not purchasing the Buyer Securities as a result of any advertisement, article, notice or other communication regarding the Buyer Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement or general solicitation.

(d)

Experience of Seller. Seller, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Buyer Securities, and has so evaluated the merits and risks of such investment. Seller is able to bear the economic risk of an investment in the Buyer Securities and, at the present time, is able to afford a complete loss of such investment.

(e)

Access to Information. Each Seller Party acknowledges that such Seller Party has had the opportunity to review the reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, and has been afforded (i) the opportunity to ask such questions as Seller Party has deemed necessary of, and to receive answers from, representatives of the Buyer Parties concerning the Buyer Parties and the merits and risks of investing in the Buyer Securities; (ii) access to information about the Buyer Parent and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that Buyer Parent possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

(f)

No Governmental Review. Each Seller Party understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Buyer Securities or the fairness or suitability of the investment in the Buyer Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g)

Canadian Securities Matters. Seller represents and warrants that (i) Seller is not a resident of Canada or a person or entity in Canada; (ii) the Warrant and the Warrant Shares, when issued, are being issued and sold pursuant to exemptions from the prospectus and registration requirements under applicable Canadian securities laws; (iii) the Warrant is not being, and the Warrant Shares will not be, acquired with a view to the distribution of any of these securities to a resident of Canada or a person or entity in Canada; and (iv) no resale of the Warrant or the Warrant Shares during the four-month “restricted period” following the date on which the Warrant is issued will be made to a resident of Canada or a person or entity in Canada.

(a)

From the Effective Date until the Closing or, if earlier, the termination of this Agreement in accordance with its terms, Buyer will be entitled to access the properties, business and operations of Seller and the Business (including access to the personnel, counsel, accountants, consultants and representatives thereof) and such examination of the books and records of Seller and the Business as Buyer may reasonably request, during normal business hours and upon reasonable advance notice, and, with Seller’s prior permission, Buyer may personally contact Employees, customers, suppliers and representatives selected by Buyer. Seller will cooperate with any such requests for access to the foregoing to the extent such access does not unreasonably interfere with the operations, activities and Employees of Seller.

(b)

All information disclosed, whether before or after the Closing, pursuant to this Agreement or the other Transaction Documents or in connection with the transactions contemplated by any Transaction Document will be kept confidential by such Persons in accordance with and subject to the Confidentiality Agreement and will not be used by any Person, other than in connection with the transactions contemplated by this Agreement. The Parties agree that notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Confidentiality Agreement will survive from the Effective Date, and only if the Closing occurs, the confidentiality obligations with respect to any Acquired Assets that constitute “confidential information” thereunder will terminate at the Closing.

(a)

(i) use its commercially reasonable efforts to preserve the present business operations, organization and goodwill of the Business and preserve present relationships with customers, suppliers and employees of the Business and (ii) conduct the Business in the Ordinary Course of Business;

(b)

not take or permit any action that, if it had been taken or permitted prior to the Effective Date, would reasonably be expected to result in a breach of any representation or warranty made by Seller or the Principal Member in this Agreement;

(c)

not amend its Organizational Documents in any manner that would frustrate the transactions contemplated by this Agreement;

(d)

not merge or consolidate with or otherwise acquire the Equity Interests of any other Person;

(e)

not adopt a plan or complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization;

(f)

not sell, pledge, dispose of, transfer, lease, license, guarantee, encumber or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of any assets, other than any sale of inventory in the Ordinary Course of the Business;

(g)

not pledge, dispose of, transfer, lease, license, guarantee, encumber or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumber any Equity Interests in Seller, or issue any subscriptions, options, warrants, calls, contracts, demands, commitments, or convertible securities under which any Seller is obligated to issue any Equity Interests of Seller.

(h)

not take any action that would reasonably be expected to materially increase Taxes with respect to the Business or the Acquired Assets for any taxable period beginning after the Closing Date or the portion of any Straddle Period beginning the day after the Closing Date;

(i)

not waive, release, compromise or settle any pending or threatened Action except for Actions with respect to which an insurer has the sole right to control the decision to settle; or

(j)

agree, commit or offer to or fail to perform any action that results in or legally binds Seller to do any of the foregoing referred to in clauses (a)-(i) of this Section 5.2.

(a)

Subject to the terms and conditions herein provided, each of the Parties will use its commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Legal Requirements to consummate and make effective the Contemplated Transactions. Each of the Parties will use its commercially reasonable efforts to promptly obtain all authorizations, consents, orders and approvals of, and to promptly give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary for the performance of its obligations under this Agreement and the consummation of the Contemplated Transactions, including the consents, waivers, approvals and notices referred to in Schedule3.6. All such consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to Buyer. Executed counterparts of such consents, waivers and approvals shall be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in connection with obtaining such authorizations, consents, orders and approvals from third parties that are not Governmental Authorities, no Party will be required to make payments to any Person, provided, that Seller will remain required to make payments required by the terms of any Contract between Seller and such Person.

(b)

Each Party will give prompt written notice to the other of the occurrence, or failure to occur, of any event which occurrence or failure would cause any representation or warranty of Seller or Buyer as the case may be, contained in the Transaction Documents to be untrue or inaccurate in any material respect at any time from the Effective Date to the Closing or that would reasonably be expected to result in the failure to satisfy any of the conditions specified in ARTICLE VI, or otherwise prohibit, condition or delay the Closing. Notwithstanding anything herein to the contrary, in no event will any notice provided under this Section 5.3(b) be deemed to cure any breach of any such representation or warranty for any purpose under this Agreement.

(a)

Buyer may offer employment from and after the Effective Date to any Employee as Buyer may determine in its sole discretion, on such terms and conditions as Buyer may determine in its sole discretion, but Buyer will not be obligated to do so pursuant to this Agreement or for any other reason.

(b)

Seller will terminate the employment of all Transferred Employees, effective immediately prior to the Closing. Buyer shall not and does not assume any of Seller’s employment obligations, wage or salary payment obligations, including without limitation those arising under any pension, profit sharing, deferred compensation, severance, welfare, sick leave, accrued or earned vacation, wage or other employee benefit plan, procedure, policy or practice of Seller, and those arising under any Contract to pay any Employee any proceeds from the transactions contemplated hereby (“Employment Obligations”) regardless of whether such plan, procedure, policy or practice is disclosed in this Agreement or the Disclosure Schedule. Seller shall pay or otherwise satisfy, at or prior to the Closing Date, all accrued and unpaid (or unsatisfied) Employment Obligations as of such time, regardless of whether the Employment Obligations are disclosed by Seller or otherwise mentioned in this Agreement.

(c)

(i) Seller will have the sole responsibility for “continuation coverage” benefits provided on and after the Closing Date for all current and former employees of Seller or any other member of the Controlled Group and “qualified beneficiaries” of such employees for whom a “qualifying event” occurs prior to or on the Closing Date, and (ii) Seller will have the sole responsibility for “continuation coverage” benefits provided after the Closing Date for all current and former employees of Seller or any other member of the Controlled Group who do not become Transferred Employees and “qualified beneficiaries” of such employees for whom a “qualifying event” occurs after Closing Date. Buyer will have the sole responsibility for “continuation coverage” benefits provided after the Closing Date for all Transferred Employees and “qualified beneficiaries” of Transferred Employees for whom a “qualifying event” occurs after the Closing Date. The terms “continuation coverage,” “qualified beneficiaries” and “qualifying event” shall have the meanings ascribed to them under section 4980B of the Code and sections 601-608 of ERISA and any similar state Legal Requirement.

(d)

Following the Effective Date, Seller will reasonably cooperate in all matters reasonably necessary to effect the transactions contemplated by this Section 5.5, including, to the extent permitted by applicable Legal Requirement, exchanging information and data relating to payroll, workers compensation, employee benefits and employee benefit plan coverages, and in obtaining any governmental approvals required hereunder.

(e)

This Agreement is not intended by the Parties to, and nothing in this Section 5.5 or otherwise in this Agreement, whether express or implied, will (i) constitute an amendment to any Employee Plan or any employee benefit plan of Buyer or its Affiliates or (ii) confer on any current or former employee of Seller or any other Person (other than the parties to this Agreement) any rights or remedies (including third-party beneficiary rights).

(a)

Seller shall bear all Transfer Taxes incurred, imposed, assessed, or payable against any Party in connection with or as a result of this Agreement. Each Party shall cooperate as reasonably requested to minimize such Transfer Taxes, including with respect to any available exemption from such Transfer Taxes. Seller shall prepare and file all applicable Transfer Tax returns.

(b)

Each Party will cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation, execution and filing of Tax Returns pursuant to this Section 5.7 and any Actions with respect to Taxes. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Tax Returns and Actions and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that in no event will Buyer be required to provide a copy of any Tax Returns of Buyer or its Affiliates to any other Person. Seller agrees (i) to retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Business relating to any Taxable period beginning before the Closing Date until three months following the expiration of the statute of limitations (and any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, Seller will allow Buyer to take possession of such books and records.

(c)

Prior to the Closing, Buyer and Seller shall agree on the method of allocation of the Purchase Price (and other applicable amounts for Tax purposes) among the Acquired Assets, in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar U.S. state or local Legal Requirement), in the manner to be set forth on Schedule5.7(c) and to be attached to this Agreement prior to or at the Closing (the “Allocation”). Each Party will prepare and file, and cause such Party’s Affiliates to prepare and file, all Tax Returns on a basis consistent with the Allocation (including IRS Form 8594 and any equivalent U.S. state or local forms) and will take no position, and cause such Party’s Affiliates to take no position, inconsistent with the Allocation on any Tax Return or in any audit or other Action with respect to Taxes or otherwise. If the Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute will promptly notify the other Parties of such dispute, and each Party will use its commercially reasonable efforts to defend such Allocation in any audit or other Action and not to settle or otherwise dispose of such audit or other Action without the prior written consent of the other Parties (such consent not to be unreasonably withheld, conditioned or delayed).

(d)

The Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Acquired Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Retained Liabilities.

(e)

Notwithstanding anything to the contrary in this Agreement, each Party will reimburse the other Parties for any Taxes paid by such Party (or any of its Affiliates) that are the responsibility of the other Parties pursuant to this Agreement within ten business days after payment of such Taxes.

(a)

If either Buyer or Seller becomes aware that any of the Acquired Assets has not been transferred to Buyer or that any of the Excluded Assets has been transferred to Buyer, it shall promptly notify the other and the Parties shall, as soon as reasonably practicable, ensure that such property is transferred, at the expense of the Party that is seeking the assets to be transferred to it and with any necessary prior third-party consent or approval, to (a) Buyer, in the case of any Acquired Asset which was not transferred to Buyer at the Closing; or (b) Seller, in the case of any Excluded Asset which was transferred to Buyer at the Closing.

(b)

With respect to any and all amounts received or collected by Seller from and after the Closing (a) attributable to, or in respect of, any Acquired Asset, including the Accounts Receivable, or the Business (other than the Excluded Assets) and (b) which become the property of Buyer as a result of the consummation of the transactions contemplated by this Agreement, Seller shall provide notice of such receipt or collection to Buyer and pay promptly (and in any event within five business days of their receipt or collection) to Buyer any and all such amounts so received or collected by wire transfer of immediately available funds to an account specified by Buyer or by other means acceptable to Buyer.

(a)

For a period of up to nine (9) months following the Closing Date, if requested by Buyer, Seller shall support transfer of manufacturing of Revo Squared Products by (i) introducing Buyer to representatives of all suppliers utilized by Seller in the manufacturing of the Revo Squared Products, including without limitation suppliers of digital x-ray and ultrasound products, and (ii) using Seller’s best efforts to cause each such supplier to supply goods to Buyer (to the extent it is not already doing so), including without limitation, waiving any confidentiality, non-competition or other restrictions in Seller’s supplier agreements that would prohibit such suppliers to serve as a supplier to Buyer after the Closing.

(b)

For a period of up to eighteen (18) months following the Closing Date, if requested by Buyer, Seller shall assist Buyer in manufacturing Revo Squared Products by procuring Revo Squared Products and components used in the manufacturing thereof for Buyer’s benefit and at Buyer’s expense.

(a)

Representations and Warranties. (i) The Fundamental Representations of Seller and the Principal Member shall be true and correct as of the Effective Date and as of the Closing Date, and (ii) all other representations and warranties set forth in ARTICLE III shall be true and correct in all material respects (without regard to any qualifications therein as to “materiality” or Material Adverse Effect) as of the Effective Date and as of the Closing Date (or as of the specific date referred to for any representation or warranty which specifically refers to an earlier date).

(b)

Covenants. Seller and the Principal Member shall have duly performed or complied with, in all material respects, all of the covenants, obligations and conditions to be performed or complied with by such Parties under the terms of this Agreement prior to or at Closing.

(c)

Consents and Approvals. All governmental and regulatory approvals and consents of contracting parties, requisite or appropriate to the consummation of the Contemplated Transactions shall have been obtained, and such consents or approvals shall remain in full force and effect.

(d)

Material Adverse Effect. Since the Effective Date, no Material Adverse Effect shall have occurred.

(e)

Receipt of Permits. Buyer shall have received all Permits necessary to operate the Business after the Closing Date as presently conducted.

(f)

Transaction Documents. Seller and the Principal Member shall have delivered to Buyer duly executed counterparts to the Transaction Documents and all other documents and deliveries as are set forth in Section 2.8(a).

(g)

Employment Agreements. Each of the Employees required by Buyer shall have agreed to become a Transferred Employee and entered into an Employment Agreement with Buyer or one of its Affiliates, in each case on terms and conditions satisfactory to Buyer in its sole discretion.

(h)

Due Diligence Board Approval. Buyer shall be satisfied in its sole discretion with the results of its due diligence regarding the Business and Buyer shall have received approval from its board of directors to enter into this Agreement and consummate the Contemplated Transactions.

(a)

Representations and Warranties. (i) The Fundamental Representations of Buyer shall be true and correct as of the Effective Date and as of the Closing Date and (ii) all other representations and warranties set forth in ARTICLE IV shall be true and correct in all material respects (without regard to any qualifications therein as to “materiality”) as of the Effective Date and as of the Closing Date (or as of the specific date referred to for any representation or warranty which specifically refers to an earlier date).

(b)

Covenants. The Buyer Parties shall have performed, in all material respects, all of the covenants and obligations which are to be performed by it under the terms of this Agreement at or prior to the Closing.

(c)

Transaction Documents. The Buyer Parties shall have delivered to Seller duly executed counterparts to the Transaction Documents and all other documents and deliveries as are set forth in Section 2.8(b).

(d)

Employment Agreements. Each Key Employee shall have entered into an Employment Agreement with Buyer or one of its Affiliates, in each case on terms and conditions satisfactory to such Key Employees.

(a)

by mutual written consent of the Buyer Parties and Seller;

(b)

by either Buyer or Seller, if the Closing will not have been consummated on or before the date that is 45 days after the Effective Date (as may be extended pursuant to the terms hereof, the “Termination Date”), unless extended by written agreement of such Parties; provided, however, that the right to terminate this Agreement under this paragraph will not be available to any Party whose failure to fulfill or comply with any obligation or covenant under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or prior to such date;

(c)

by Buyer (so long as Buyer is not then in material breach of any of its representations, warranties or covenants contained in this Agreement), if a breach of this Agreement by Seller or the Principal Member results or would result in any of the conditions set forth in Section 6.1 or Section 6.2 not being satisfied and such breach cannot be cured or, if curable, remains uncured for a period of 30 days after Seller has received written notice from Buyer of the occurrence of such breach (or, if earlier, the Termination Date), and such conditions have not been waived by Buyer;

(d)

by Seller or the Principal Member (so long as Seller or the Principal Member are not then in material breach of any of their representations, warranties or covenants contained in this Agreement), if a breach of this Agreement by the Buyer Parties results or would result in any of the conditions set forth in Section 6.1 or Section 6.3 not being satisfied and such breach cannot be cured or, if curable, remains uncured for a period of 30 days after Buyer has received written notice from Seller of the occurrence of such breach (or, if earlier, the Termination Date), and such conditions have not been waived by Seller or the Principal Member;

(e)

by any Party, if any Governmental Authority will have issued an Order or Legal Requirement enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or Legal Requirement will have become final and nonappealable, except that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement under this paragraph will not be available to any Party whose failure to fulfill or comply with any obligation or covenant under this Agreement has been the cause of, or resulted in, the issuance of such nonappealable Order or Legal Requirement;

(a)

Indemnification by the Seller Parties. Subject to the limitations expressly set forth in this ARTICLE VIII, from and after the Closing, Seller and the Principal Member will jointly and severally indemnify, defend and hold harmless Buyer and its Affiliates, and their respective and their respective members, shareholders, officers, directors, managers, employees, agents, successors and assigns (all such foregoing Persons, collectively, the “Buyer Indemnitees”) from and against any Losses the Buyer Indemnitees may suffer, sustain or become subject to, arising out of, in connection with or resulting from:

(i)

any breach or inaccuracy of any representation or warranty of Seller or the Principal Member contained in this Agreement, any other Transaction Document or in any certificate, instrument or document delivered by Seller or the Principal Member pursuant to this Agreement;

(ii)

any breach of any covenant to be performed by Seller or the Principal Member pursuant to this Agreement, any other Transaction Document or in any certificate, instrument or document delivered by Seller or the Principal Member pursuant to this Agreement;

(iii)

any Excluded Asset or Retained Liability, including but not limited to liabilities and obligations arising from ownership of the Acquired Assets or the operation of the Business (but not including Assumed Liabilities) on or prior to the Closing;

(iv)

the face amount of any Accounts Receivable that is not collected in full by the Buyer within 90 days after the due date of such Accounts Receivable; provided however that any uncollected Account Receivable will be assigned to the Seller within Thirty (30) days after Buyer exercises its indemnification right under this Section 8.2(a)(iv), and Seller may attempt to collect the same, and Buyer will provide the relevant documents to Seller to enable Seller to attempt to/collect the same; and

(v)

any items set forth on Schedule 8.2(a)(v).

(b)

Indemnification by Buyer. Subject to the limitations expressly set forth in this ARTICLE VIII, from and after the Closing, Buyer will indemnify, defend and hold harmless Seller and its successors and assigns (all such foregoing persons, collectively, the “Seller Indemnitees”) from and against any Losses Seller Indemnitees may suffer, sustain or become subject to, arising out of, in connection with or resulting from:

(i)

any breach or inaccuracy of any representation or warranty of Buyer contained in this Agreement, any other Transaction Document or in any certificate, instrument or document delivered by Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

(ii)

any breach of any covenant to be performed by Buyer pursuant to this Agreement, any other Transaction Document or in any certificate, instrument or document delivered by Buyer pursuant to this Agreement; and

(iii)

any Assumed Liability, Buyer’s ownership of the Acquired Assets and Buyer’s operation of the Business, including but not limited to liabilities and obligations arising from ownership of the Acquired Assets or the operation of the Business, in each case from and after the Closing.

(a)

Except with respect to any breaches of the Fundamental Representations or Section 3.8, with respect to Losses arising pursuant to Section 8.2(a)(i), the Buyer Indemnitees will not be entitled to indemnification under this Agreement until the aggregate amount of Losses for which the Buyer Indemnitees would be liable thereunder exceeds Forty Thousand Dollars ($40,000.00)(the “Threshold Amount”), at which time, the Buyer Indemnitees will be entitled to indemnification for the aggregate amount of all Losses, including the Threshold Amount. Except in the case of fraud, intentional misrepresentation, or the breach of a Fundamental Representation, the aggregate maximum liability of the Seller Parties with respect to indemnification for Losses arising pursuant to Section 8.2(a)(i) shall not exceed an amount equal to $750,000. Except in the case of fraud or intentional misrepresentation, the aggregate maximum liability of the Seller Parties with respect to indemnification for all Losses arising from breach of the Fundamental Representations shall not exceed an amount equal to the Purchase Price. Except as provided in the two immediately preceding sentences, neither Buyer, on the one hand, nor the Seller and the Principal Member, collectively, on the other hand, will be required to provide indemnification for aggregate Losses arising pursuant to Section 8.2(a)(i) (in the case of Seller and the Principal Member) or Section 8.2(b)(i) (in the case of Buyer) in excess of the Purchase Price.

(b)

Each Indemnified Party (as defined below) shall use commercially reasonable efforts to make a claim for recovery of Losses that are recoverable by them under any insurance policy so long as such action does not result in a material premium increase for its insurance or negatively change the insurability of such Party’s activities (whether in terms of coverable risks or otherwise), and the amount of an indemnifiable Loss shall be reduced to the extent such indemnifiable Loss is recovered by them under any such insurance policy. If any Buyer Indemnitee has been indemnified for a Loss hereunder and at any time thereafter such Buyer Indemnitee or any other Buyer Indemnitee recovers all or a portion of such Loss from the proceeds of an insurance policy, the Buyer Indemnitees shall promptly refund to the Escrow Account (if during the term of the Escrow Account) or Seller (if the term of the Escrow Account has expired and the Escrow Account has been liquidated) the amount previously received by the Buyer Indemnitees (whether received from the Escrow Account or from or on behalf of Seller) with respect to such Loss (up to the amount recovered from such insurance policy). To the extent required by applicable law, each Indemnified Party hereunder shall take, and use commercially reasonably efforts to cause its Affiliates to take, commercially reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. No Indemnified Party shall be entitled to recover any amount due hereunder more than once in respect of the same Losses, including by reason of the state of facts giving rise to such Losses, constituting a breach of more than one representation, warranty or covenant.

(a)

If a claim, action, suit or proceeding by a third party (a “Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 8.2 hereof (an “Indemnified Party”), and if such Indemnified Party intends to seek indemnity with respect thereto under this ARTICLE VIII, such Indemnified Party shall promptly deliver a Claim Notice to the Party obligated to indemnify such Indemnified Party (such notified party, the “Responsible Party”) of such claims; provided that the failure to deliver a Claim Notice shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually and materially prejudiced thereby. The Responsible Party shall have the right to be entitled to participate in the defense of such Third Party Claim and, to the extent that it wishes, to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement or defense thereof, provided that the Responsible Party notifies the Indemnified Party of its intent to exercise such right within 15 days after receipt of such Claim Notice, and upon receipt of such notice, the Indemnified Party shall reasonably cooperate with the Responsible Party in connection therewith; provided, that the Responsible Party shall not have the right to assume the defense of such Third Party Claim if (i) the Responsible Party fails to conduct the defense of the claim actively and diligently, (ii) any applicable limitation herein would serve to limit the obligation of the Responsible Party to indemnify the Indemnified Party for any Loss which would be reasonably anticipated to result from such claim were it successful or (iii) the Responsible Party is not reasonably anticipated to have the financial wherewithal to indemnify the Indemnified Party if the claim is successful. If the Responsible Party assumes the defense of a Third Party Claim, then (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third Party Claims may be effected by the Responsible Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Responsible Party; and (C) the Indemnified Party has no liability with respect to such compromise or settlement. The Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Responsible Party is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any such Third Party Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim (whether or not appropriate notice has been given by Indemnified Party), provided that in such event it shall irrevocably waive any and all rights (including any rights of its Affiliates) to indemnification for such Third Party Claim unless the Responsible Party shall have expressly consented in advance in writing to such payment or settlement. If the Responsible Party does not notify the Indemnified Party within 15 days after the receipt of the Indemnified Party’s Claim Notice hereunder that it elects to undertake the defense of the Third Party Claim described in such Claim Notice, the Indemnified Party shall have the right to (x) contest such Third Party Claim, and (y) with the prior written consent of the Responsible Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle such Third Party Claim, and the Responsible Party shall have the right at any time to participate (including through counsel chosen by the Responsible Party) in the defense of any such Third Party Claim at its own expense. The Indemnified Party shall not waive any right to indemnity pursuant to this Agreement by contesting or settling any claim in accordance with the previous sentence. The Responsible Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim.

(b)

Notwithstanding the foregoing, the Responsible Party will not be entitled to assume (or retain, as applicable) control of such defense if (i) the Indemnified Party concludes in good faith that, in light of any actual or potential conflict of interest, it would be inappropriate for legal counsel selected by the Responsible Party to represent the Indemnified Party, or (ii) the such claim for fails to vigorously and continuously prosecute or defend such claim in good faith or fails to begin such prosecution or defense in a timely manner.

(c)

All of the Parties shall cooperate in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith; provided, however, that this Section 5.3(c) shall not apply to any pending or anticipated adversarial, judicial or arbitral dispute or proceeding between the Parties to this Agreement, which shall be governed by the applicable rules of discovery, evidence or procedure. With respect to any Third Party Claim subject to indemnification hereunder, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges of the other Party.

(d)

A claim for indemnification for any matter not involving a Third Party Claim may be asserted by delivery of a Claim Notice to the party from whom indemnification is sought and, unless contested in accordance with this Agreement, shall be paid promptly after such notice. The party from whom indemnification is sought will have a period of fifteen (15) days within which to respond in writing to such direct claim.

(e)

The Parties shall use commercially reasonable efforts with respect to any information shared pursuant to this Section 8.4 to preserve attorney-client privilege.