Extract to table

" RECITALS WHEREAS, Assignor and Assignee are parties to that certain Asset Purchase Agreement, dated as of May 11, 2023 (the "Purchase Agreement"), pursuant to which Assignor has agreed to sell, transfer, convey, and assign to Assignee, and Assignee has agreed to purchase and assume from Assignor, certain assets, contracts, and liabilities related to Assignor's OncuPath™ companion diagnostics assay line (collectively, the "OncuPath Business"), for total aggregate consideration of One Hundred Forty Million Dollars ($140,000,000), comprising One Hundred Twenty-Six Million Dollars ($126,000,000) in closing cash consideration and up to Fourteen Million Dollars ($14,000,000) in earnout payments, subject to the terms and conditions set forth in the Purchase Agreement; WHEREAS, pursuant to Article II of the Purchase Agreement, Assignor is required to execute and deliver this Assignment and Assumption Agreement to Assignee at the Closing to effectuate the assignment of the Assumed Contracts and the assumption of the Assumed Liabilities (each as defined in the Purchase Agreement and as further described herein); and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement

1 — Defined Terms Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement

2 of the Purchase Agreement shall apply to this Agreement, mutatis mutandis

The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement

1 shall be effective as of the Closing Date, August 8, 2023

1 — Assumption Effective as of the Closing Date, Assignee hereby irrevocably assumes and agrees to faithfully perform, pay, satisfy, and discharge when due all of the Assumed Liabilities