Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common co

Section 1.2 — Interpretation For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." (b) The words "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of

ARTICLE II — PURCHASE AND SALE OF ASSETS; CONSIDERATION

Section 2.1 — Purchased Assets At the Closing, upon the terms and subject to the conditions of this Agreement, Seller shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller's right, title, and interest in, to, and under the following assets, properties, and rights (collectively,

Section 2.2 — Excluded Assets Notwithstanding anything in Section 2.1 to the contrary, the following assets shall be excluded from the Purchased Assets and shall be retained by Seller (collectively, the "Excluded Assets"): (a) The GenoStrat™ liquid biopsy platform and all assets, properties, rights, and interests of Seller related to the Retained Business, including all intellectual property, regulatory filings, cont

Section 2.3 — Assumed Liabilities At the Closing, Buyer shall assume and agree to pay, perform, and discharge when due only the following Liabilities of Seller (collectively, the "Assumed Liabilities"): (a) All trade payables and accounts payable of the OncuPath Business that are incurred in the Ordinary Course of Business from and after the Closing Date. (b) All obligations and liabilities under the Assumed Contract

Section 2.4 — Excluded Liabilities Buyer shall not assume, and Seller shall retain and be solely responsible for the payment, performance, and discharge of, all Liabilities of Seller other than the Assumed Liabilities (collectively, the "Excluded Liabilities"), including the following: (a) All Liabilities of Seller arising out of the ownership, use, or operation of the Purchased Assets or the conduct of the OncuPath

Section 2.5 — Net Working Capital Adjustment (a) Estimated Closing NWC. At least three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a written statement setting forth Seller's good-faith estimate of the Net Working Capital of the OncuPath Business as of the Closing Date (the "Estimated NWC"), prepared in accordance with GAAP and the NWC Methodologies set forth on Exhibit A. Th

Section 2.6 — Escrow (a) Deposit. At the Closing, Buyer shall deposit the Escrow Amount of $14,000,000, representing ten percent (10%) of the Total Consideration, into a segregated escrow account at Ashgrove Equity Partners Escrow Services, Inc. (Account No. 8841-7023-5500) (the "Escrow Account") pursuant to the terms and conditions of the Escrow Agreement among Seller, Buyer, and the Escrow Agent, substantially in t

Section 2.7 — Earnout (a) Earnout Payments. In addition to the Closing Cash Payment and the Escrow Amount, Buyer shall pay to Seller additional consideration of up to $14,000,000 in the aggregate (collectively, the "Earnout Payments") upon the achievement of the following milestones during the Earnout Period: (i) Milestone 1. $8,000,000, payable by wire transfer of immediately available funds within thirty (30) days

Section 2.8 — Purchase Price Allocation (a) Within one hundred twenty (120) days following the Closing Date, Seller and Buyer shall cooperate in good faith to agree upon the allocation of the Total Consideration (including the Closing Cash Payment, the Escrow Amount, the Earnout Payments (to the extent treated as additional consideration for Tax purposes), and any other amounts treated as consideration for Tax purpos

ARTICLE III — CLOSING; CLOSING DELIVERABLES

Section 3.1 — Closing The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely via the electronic exchange of executed documents and signatures on the date that is three (3) Business Days after the satisfaction or waiver (to the extent permitted by applicable Law) of all conditions set forth in Article VII and Article VIII hereof (other than conditions that by their nat

Section 3.2 — Seller's Closing Deliverables (a) At the Closing, Seller shall deliver (or cause to be delivered) to Buyer each of the following: (i) A bill of sale, duly executed by Seller, conveying to Buyer all of Seller's right, title, and interest in and to the Purchased Assets (other than the Assumed Contracts and the real property interests), substantially in the form attached hereto as Exhibit D (the "Bill of S

Section 3.3 — Buyer's Closing Deliverables (a) At the Closing, Buyer shall deliver (or cause to be delivered) to Seller each of the following: (i) The Closing Cash Payment of $126,000,000 (as adjusted pursuant to Section 2.5(c), if applicable), by wire transfer of immediately available funds in United States dollars to an account designated by Seller in writing not fewer than three (3) Business Days prior to the Clos

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLER Except as set forth in the Disclosure Schedules delivered by Seller to Buyer concurrently with the execution of this Agreement (the "Disclosure Schedules"), Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date (except for representations and warranties that by their terms speak as of an earlier date, in which case such r

Section 4.1 — Organization and Good Standing Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on the OncuPath Business as currently conducted. Seller is duly qualified or licensed to do business as a foreign corporation and is i

Section 4.2 — Authority; Enforceability Seller has all requisite corporate power and authority to execute, deliver, and perform this Agreement and each of the other agreements, documents, and instruments to be executed and delivered by Seller in connection herewith, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the consummation of th

Section 4.3 — No Conflicts; Consents The execution, delivery, and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, do not and will not (a) violate or conflict with any provision of Seller's certificate of incorporation, bylaws, or other organizational documents, (b) violate or conflict with any Law applicable to Seller or the OncuPath Business, or (c) result in an