Contract analysis

1. Bring-Down Confirmation Seller hereby confirms that the representations and warranties of Seller set forth in Article IV of the APA were true and correct in all material respects (or, with respect to those representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the date of the APA and as of the Closing Date, with the same force and effect as though such representa

2. Earnout Cooperation Obligations 2.1 Overview of Earnout Structure The Earnout Agreement, attached as Exhibit F to the APA, governs the terms and conditions of the contingent earnout consideration payable by Buyer to Seller upon the achievement of two clinical and regulatory milestones (each, a "Milestone") within the thirty-six (36) month period commencing on the Closing Date and ending on August 8, 2026 (the "Ear

3. Transition Services Agreement Cooperation 3.1 Scope of TSA Services Seller confirms its readiness to perform the transition services described in the TSA for a period of up to nine (9) months following the Closing Date (i.e., through approximately May 8, 2024), unless earlier terminated in whole or in part in accordance with the terms of the TSA. The transition services to be provided by Seller include the followi

4. Post-Closing Working Capital Adjustment The APA provides for a post-closing true-up of Net Working Capital (as defined in the APA), calculated in accordance with the methodologies and accounting principles set forth in Exhibit D to the APA. The parties agreed upon a target Net Working Capital amount of Six Million Eight Hundred Thousand Dollars ($6,800,000) (the "Target NWC"), subject to a collar of plus or minus

5. Escrow and Indemnification Reminders Seller confirms that Fourteen Million Dollars ($14,000,000) was deposited by Buyer into the Escrow Account (Ashgrove Equity Partners Escrow Services, Inc., Account No. 8841-7023-5500) on the Closing Date in accordance with the Escrow Agreement, to secure Seller's indemnification obligations under Article X of the APA. The escrow funds are held and will be released in accordance

6. Purchase Price Allocation Seller reminds Buyer that, pursuant to Section 2.7 of the APA, the parties are obligated to agree upon the allocation of the aggregate purchase price (including the closing cash payment, the escrow deposit, the assumed liabilities, and any contingent earnout consideration) among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Cod

7. General Cooperation and Communication Seller reaffirms its commitment to good-faith cooperation with Buyer in all post-closing matters arising under the Transaction Documents, including, without limitation, cooperation in connection with any governmental filings, third-party inquiries, litigation matters, insurance claims, or other matters that may require Seller's participation or assistance following the Closing

8. Non-Competition Acknowledgment Seller hereby confirms that the Non-Competition and Non-Solicitation Agreement executed by GDT in favor of Meridian on the Closing Date (the "Restrictive Covenant Agreement") is in full force and effect. Under the Restrictive Covenant Agreement, Seller is subject to the following restrictive covenants: (a) Non-Competition. For a period of three (3) years following the Closing Date (i