Extract to table

The allocation of the deemed purchase price among the Company's assets for purposes of such election shall be agreed upon by the parties prior to or promptly following the closing and shall be set forth in the SPA or in a separate tax allocation agreement to be attached as an exhibit thereto

1 Base Purchase Price The aggregate base purchase price for one hundred percent (100%) of the outstanding shares of common stock of Meridian and all vested stock options issued under the Meridian 2019 Equity Incentive Plan shall be Two Hundred Twenty Million Dollars ($220,000,000) in cash (the "Base Purchase Price"), subject to adjustment as set forth in Section 2

The Base Purchase Price shall be payable entirely in cash at the closing of the Transaction

No stock, promissory notes, or other non-cash consideration shall form a part of the Base Purchase Price

Each holder of vested options shall receive, in respect of each such option, an amount equal to the excess, if any, of the per-share consideration over the per-option exercise price, less applicable tax withholdings, and the aggregate net consideration payable in respect of such options shall be deducted from the Base Purchase Price in determining the aggregate per-share consideration payable to the stockholders

Payment of the Milestone 1 earnout shall be made within thirty (30) days following the date on which such 510(k) clearance is received