Exhibit 2.1

ASSET PURCHASE AGREEMENT

among:

BRONCO RESEARCH SERVICES LLC, as Purchaser,

BIOANALYTICAL SYSTEMS, INC., as Parent

PRE-CLINICAL RESEARCH SERVICES, INC., as Seller,

and

DONALD H. MAUL, DVM, MS, as Shareholder

Dated November 8, 2019

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is being entered into effective as of November 8, 2019 (the "Effective Date"), by and among Bronco Research Services LLC, an Indiana limited liability company ("Purchaser"), Bioanalytical Systems, Inc., an Indiana corporation ("Parent"), Pre-Clinical Research Services, Inc., a Colorado corporation ("Seller"), and Donald H. Maul, DVM, MS (the "Shareholder"; and collectively with Seller, the "Selling Parties" and each individually a "Selling Party").

RECITAL:

The parties hereto desire to provide for the purchase by Purchaser of substantially all of the assets used or useful by Seller in connection with Seller's provision of good laboratory practice ("GLP") and non-GLP preclinical testing for the pharmaceutical and medical device industries (the "Business"), and wish to provide for certain related transactions, on the terms and subject to the conditions and other provisions set forth in this Agreement.

NOW, THEREFORE, pursuant to the above Recital and in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

For purposes of this Agreement:

"ACA" has the meaning set forth in Section 3.9(n).

"Acquisition Proposal" mean any bona fide proposal, whether written, oral or electronic, to engage in any proposed or actual (i) merger, consolidation or similar transaction involving Seller, (ii) sale, lease or other disposition, directly or indirectly, of any assets of Seller representing 10% or more of the assets of Seller, (iii) issue, sale or other disposition by Seller of securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 10% or more of the votes associated with the outstanding securities of Seller, (iv) tender or exchange offer in which (a) any Person proposes to acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) or the right to acquire beneficial ownership of or (b) any "group" (as such term is defined under the Securities Exchange Act of 1934, as amended) shall have been formed which beneficially owns, or has the right to acquire beneficial ownership of, 10% or more of the outstanding membership interests of Seller or (v) transaction which is similar in form, substance or purpose to any of the foregoing transactions; provided, however, that the term "Acquisition Proposal" shall not include the transactions contemplated by this Agreement.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"Allocation" has the meaning set forth in Section 2.6(a).

"Annual Statements" has the meaning set forth in Section 3.14(a).

"Assignment and Assumption Agreement" has the meaning set forth in Section 2.7(b)(iii).

"Assumed Contracts" has the meaning set forth in Section 2.1(e).

"Assumed Liabilities" has the meaning set forth in Section 2.4(a).

"Authority" means any federal, state, local or foreign governmental agency, board, commission, bureau, authority, court or arbitration tribunal.

"Bill of Sale" has the meaning set forth in Section 2.7(b)(ii).

"Business" has the meaning set forth in the Recitals.

"Business Day" (whether or not capitalized) means any day that is not a Saturday or a Sunday or a day on which banks located in Indiana or Colorado are authorized or required to be closed.

"Business Employee" means any employee of Seller as of the day immediately prior to the Closing Date.

"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

"Claim Notice" has the meaning set forth in Section 6.4(a).

"Client Personal Property" has the meaning set forth in Section 3.6(e).

"Closing" has the meaning set forth in Section 2.7(a).

"Closing Cash" has the meaning set forth in Section 2.3(b)(i).

"Closing Date" has the meaning set forth in Section 2.7(a).

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, Section 4980B of the Code, Title I Part 6 of ERISA, and any similar state group health plan continuation law.

"COBRA Beneficiaries" has the meaning set forth in Section 5.4(g).

"COBRA Coverage" has the meaning set forth in Section 5.4(g).

"Code" means the Internal Revenue Code of 1986, as amended.

"Competitive Enterprise" has the meaning set forth in Section 5.6(a).

"Confidential Information" means any information of Seller related to the Business, including methods of operation, customers, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, and information relating to Seller's Personnel, vendors, competitors, markets or other specialized information or proprietary matters.

"Confirmation Certificate" has the meaning set forth in Section 2.8(d).

"Consent" means any consent, approval or waiver.

"Contract" means any legally binding written or oral agreement, contract, subcontract, lease, instrument, note, option, warranty, purchase order, license, sublicense, mortgage or guarantee.

"Current Purchased Receivables" means Purchased Receivables that, as of the close of business on the last Business Day prior to the Closing Date, have been outstanding for less than ninety (90) days.

"Damages" means all damages, dues, penalties, fines, amounts paid in settlement, costs, obligations, Liabilities, injury, losses, decline or diminution in value, expenses, fees, interest, court costs, reasonable attorneys' fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of rights including, as the context may require, any of the foregoing which arise out of or in connection with any Matter, charges, complaints, injunctions, judgments, decrees or rulings, but expressly excluding any incidental, consequential, punitive or exemplary damages, special damages, indirect damages, unrealized expectation, lost profits or other similar items.

"Direct Claim" has the meaning set forth in Section 6.4(c).

"Disclosure Schedules" means the disclosure schedules delivered by Seller to Purchaser contemporaneously with the execution and delivery of the Agreement. References to Schedules in Article III of this Agreement refer to the corresponding section of the Disclosure Schedules.

"Dispute Notice" has the meaning set forth in Section 2.8(d).

"Effective Date" has the meaning set forth in the Preamble.

"Employee Plans" means each employee benefit plan, as defined in Section 3(3) of ERISA, whether or not subject to ERISA, each employment, severance or similar contract and each other plan or arrangement (written or oral) providing for compensation, bonuses, commissions, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation (including any such plans governed by Code Section 409A), vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers' compensation, supplemental unemployment benefits, severance benefits, post-employment or retirement benefits and other time-off benefits (including compensation, pension, health, medical or life insurance benefits) and other employee benefit arrangements, policies, or practices for which Seller (or any ERISA Affiliate) is a plan sponsor, as defined in Section 3(16)(B) of ERISA, or which Seller (or an ERISA Affiliate) otherwise maintains or to which Seller (or an ERISA Affiliate) otherwise contributes or has contributed, or in which Seller (or an ERISA Affiliate) participates or has participated or under which Seller (including by virtue of Seller's ERISA Affiliates) may have any Liabilities.

"Environmental Claim" means any notice or claim by any Person or any Authority alleging potential Liability (including potential Liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (a) the presence, release or threatened release into the environment of any Hazardous Substances at any location, whether or not owned, leased or operated by Seller or (b) any violation, or alleged violation, of any Environmental, Health and Safety Requirement.

"Environmental Documentation" has the meaning set forth in Section 3.19(h).

"Environmental, Health and Safety Requirements" means all Laws and other provisions having the force or effect of Law and all judicial and administrative orders and determinations, in each case concerning public health and safety, worker health and safety and pollution or protection of the environment (including all those relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of any Hazardous Substances), each as amended and as now in effect.

"Environmental Permits" means all Permits required under any Environmental, Health and Safety Requirement.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means, with respect to any Person, any other Person that, together with such first Person, would be treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.

"Estimated Net Working Capital" means the estimated Net Working Capital as of 12:01 a.m. Eastern Time on the Closing Date, as the estimated Net Working Capital is set forth in the Net Working Capital Certificate.

"Estimated Deficit Net Working Capital Payment" means the amount, if any, by which the Target Net Working Capital exceeds the Estimated Net Working Capital.

"Estimated Excess Net Working Capital Payment" means the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

"Excluded Assets" has the meaning set forth in Section 2.2.

"Excluded Contracts" has the meaning set forth in Section 2.2.

"Excluded Liabilities" has the meaning set forth in Section 2.4(b).

"Final Net Working Capital Deficit" has the meaning set forth in Section 2.8(h).

"Financial Statements" has the meaning set forth in Section 3.14(a).

"Fixed Assets" has the meaning set forth in Section 2.1(a).

"Form 8-K" has the meaning set forth in Section 5.8.

"Fundamental Representations" shall include the representations set forth in Section 3.1, Section 3.2(a), Section 3.6(a), Section 3.12(a), Section 3.12(b), Section 3.15, Section 3.23, Section 4.1, Section 4.3 and Section 4.7.

"GAAP" means United States generally accepted accounting principles.

"General Cap" has the meaning set forth in Section 6.3(c).

"GLP" has the meaning set forth in the Preamble.

"Governmental Authority" means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official or ministry and any governmental court or other governmental tribunal); or (d) entity exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power.

"Hazardous Substances" means and includes any materials, chemicals, substances or wastes which, at the time of Closing, are regulated by any Governmental Authority under Environmental Laws now existing, including (a) materials, chemicals, substances and/or wastes regulated as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," "toxic wastes", "solid wastes," "regulated wastes," "pollutants," "contaminants," "radioactive materials," "radioactive wastes," and other similar terms and/or (b) petroleum and/or petroleum products, PCBs, asbestos, urea formaldehyde.

"Hired Employees" has the meaning set forth in Section 5.4(a).

"Holdback Amount" means Seventy-five Thousand Dollars ($75,000).

"Improvements" has the meaning set forth in Section 3.18(c).

"Indebtedness" means the unpaid principal amount of, accrued interest on, and prepayment penalties with respect to, all indebtedness for borrowed money of Seller, all obligations of Seller evidenced by bonds, debentures, notes or similar instruments, all obligations, contingent or otherwise, of Seller as an account party with respect to letters of credit and letters of guarantee (to the extent drawn upon at Closing) and all capital lease obligations of Seller.

"Indemnified Party" has the meaning set forth in Section 6.4(a).

"Indemnifying Party" has the meaning set forth in Section 6.4(a).

"Independent Accounting Firm" means Soukup Bush & Associates, CPAs, P.C. or, if otherwise agreed to by the parties, such other mutually-agreeable nationally recognized firm of independent auditors that has not performed work for, and is otherwise independent of, Purchaser and any Selling Party.

"Information Systems" means the internal information and reporting systems of Seller that are used in its business or operations, including computer hardware systems, software applications and embedded systems.

"Intellectual Property" has the meaning set forth in Section 3.4(a).

"Interim Statements" has the meaning set forth in Section 3.14(a).

"Key Employee" shall mean Donald H. Maul, DVM, MS and Maralee McVean.

"Law" means any law, statute, rule, regulation, ordinance and other pronouncement having the effect of law of the United States or foreign country or any state, county, city or other political subdivision thereof or of any Authority.

"Leased Real Property" has the meaning set forth in Section 2.1(g).

"Legal Requirement" means any law, rule, decree, statute, order, regulation, ordinance, directive, code, order, ordinance, judgment, injunction, or binding judicial precedent that is legally promulgated or issued by any Governmental Authority.

"Liabilities" means debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, known or unknown, including those arising under any applicable Legal Requirement or Contract, including any liabilities or obligations for Taxes.

"Liens" has the meaning set forth in Section 3.2(a).

"Listed Intellectual Property" has the meaning set forth in Section 3.4(a).

"Main Building" means Lots 3 and 4, Fort Collins Business Center, First Filing, City of Fort Collins, County of Larimer, State of Colorado and which is also known as: 1512 Webster Court, Fort Collins, Colorado.

"Main Building Landlord" means Bighorn Holdings, LLC, a Colorado limited liability company.

"Material Adverse Change" or "Material Adverse Effect" means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise), prospects or assets of the Business, (b) the value of the Purchased Assets, (c) the ability of Seller to consummate the transactions contemplated hereby on a timely basis, or (d) Purchaser's ability to operate the Business immediately after Closing in the manner operated by Seller prior to Closing.

"Matter" means any judicial or administrative or arbitral action, mediation, inquiry, claim (including counterclaim), demand, dispute, action, suit, proceeding, investigation or other similar matter.

"Most Recent Balance Sheet" has the meaning set forth in Section 3.14(c).

"Net Working Capital" means the current assets included in the Purchased Assets, consisting of the assets shown as included in current assets on Exhibit B, minus the current liabilities included in the Assumed Liabilities, consisting of the liabilities shown as included in current liabilities on Exhibit B, in each case, determined in accordance with GAAP, consistently applied, as of 12:01 a.m. Eastern Time on the Closing Date, provided that the amount of any Purchased Receivables that remain unpaid on the 85^th day following the Closing Date shall be deducted from Net Working Capital.

"Net Working Capital Certificate" has the meaning set forth in Section 2.3(a).

"Net Working Capital Statement" has the meaning set forth in Section 2.8(a).

"Non-Assignable Contract" has the meaning set forth in Section 5.5.

"Ordinary Course of Business" means any action taken by a Person if: (a) such action is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; (b) such action does not require authorization by the Board of Directors, stockholders, members or partners of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature; and (c) such action is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

"Organizational Documents" means (a) the articles or certificate of incorporation and the bylaws of a corporation, (b) the articles or certificate of organization and operating agreement of a limited liability company, (c) the articles or certificate of partnership of a partnership and partnership agreement of a partnership, (d) all equity holders' agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equity holders of any Person, and (e) any amendment or supplement to any of the foregoing.

"Order" means any order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award of a Governmental Authority.

"Outside Date" shall mean and refer to December 8, 2019.

"Parent Common Shares" has the meaning set forth in Section 2.3(b)(iii).

"Parent" has the meaning set forth in the introductory paragraph of the Agreement.

"Parent Equity Award" means a Parent Stock Option, a Parent RSU or Parent restricted stock, as the case may be.

"Parent Preferred Shares" has the meaning set forth in Section 4.5(a).

"Parent RSU" means a restricted stock unit granted under any Parent Stock Plan.

"Parent Securities" has the meaning set forth in Section 4.5(c).

"Parent Stock Option" means any option to purchase Parent Common Shares granted under any Parent Stock Plan.

"Parent Stock Plan" means the following plans, in each case as amended: Bioanalytical Systems, Inc. 2008 Stock Option Plan and Bioanalytical Systems, Inc. 2018 Equity Incentive Plan.

"Permit" means any licenses, permits, certificates and certifications (including certificates of occupancy), variances, exemptions, filings, registrations, declarations, notifications, accreditations, approvals, consents all other authorizations of any Governmental Authority.

"Permitted Liens" has the meaning set forth in Section 3.2(a).

"Person" means any individual, corporation, general partnership, limited partnership, limited liability company, trust, association, firm, organization, company, business, entity, union, society or Governmental Authority.

"Personal Property Leases" has the meaning set forth in Section 3.6(b).

"Personnel" means any director, manager, officer, employee, consultant, agent or other personnel of Seller or of Purchaser, as applicable.

"Purchase Price" has the meaning set forth in Section 2.3(b).

"Purchased Assets" has the meaning set forth in Section 2.1.

"Purchased Fixed Assets" has the meaning set forth in Section 2.1(a).

"Purchased Intellectual Property" has the meaning set forth in Section 2.1(b).

"Purchased Prepaids" has the meaning set forth in Section 2.1(d).

"Purchased Receivables" has the meaning set forth in Section 2.1(c).

"Purchaser" has the meaning set forth in the introductory paragraph of the Agreement.

"Purchaser Indemnified Parties" and "Purchaser Indemnified Party" have the meaning set forth in Section 6.1.

"Qualified Benefit Plan" has the meaning set forth in Section 3.9(b).

"Ranch Facility" means that certain portion of the property located 675 Red Mountain Road, Livermore, Colorado consisting of a designated portion of a Morton steel building (excluding the woodworking shop) and fenced pasture adjacent thereto. The description of the Ranch Facility will be more fully developed in the lease for the same and the lease shall include the Landlord’s continuing right to use the riding arena within the Morton steel building and a defined area of the arena to be used for housing a limited number of sheep.

"Ranch Facility Landlord" means Bighorn Holdings, LLC, a Colorado limited liability company.

"Real Property" means the Leased Real Property and all the parcels of real property used in the Business of Seller, together with all improvements and fixtures thereon and all easements and appurtenances thereunto belonging.

"Real Property Leases" has the meaning set forth in Section 3.18(a).

"Recipient" has the meaning set forth in Section 3.12(c).

"Receipts" has the meaning set forth in Section 5.3.

"Related Party" means (a) any Affiliate of any Selling Party (other than Seller), and (b) any director or officer of Seller and any member of their immediately family or their respective Affiliates.

"Release Date" has the meaning set forth in Section 2.10(b).

"Representatives" means Affiliates, directors, officers, employees, prospective financing sources, accountants, counsel, investment bankers, advisors or other agents.

"Required Consent" has the meaning set forth in Section 5.5.

"Restricted Area" includes each of the following:

(a)           Any country, state or other jurisdiction in which Seller performed any service or sold or marketed any products at any time during the 12 months prior to the Closing Date;

(b)           Each state, commonwealth, territory and other political subdivision of the United States of America;

(c)           Each state or jurisdiction within the United States in which Seller performed any services or sold or marketed any products at any time during the 12 months prior to the Closing Date;

(e)           The States of Indiana and Colorado;

(f)            Each county in Indiana and in Colorado and any other state where Seller performed any services or sold or marketed any products during the 12 months prior to the Closing Date;

(g)           Each state or jurisdiction in which Seller has a physical presence (through an office or facility or otherwise) on the Closing Date; and

(h)           Within a one (1) mile radius of the location of a Person who was a customer of the Business at any time during the 12 months prior to the Closing Date.

"Restricted Party" shall mean each Selling Party.

"Restricted Period" has the meaning set forth in Section 5.6(a).

"Rule 144" means 17 CFR 230.144.

"SEC" has the meaning set forth in Section 5.8.

"Securities Act" means the Securities Act of 1933, as amended, and the regulations promulgated thereunder.

"Seller" has the meaning set forth in the Preamble.

"Seller Indemnified Parties" and "Seller Indemnified Party" have the meaning set forth in Section 6.2.

"Seller Plan" has the meaning set forth in Section 3.9(a).

"Seller Promissory Note" has the meaning set forth in Section 2.3(b)(ii).

"Seller SEC Financial Statements" has the meaning set forth in Section 5.8.

"Seller's Knowledge" means the actual knowledge of Donald H. Maul, DVM, MS and Maralee McVean.

"Selling Parties" and "Selling Party" have the meaning set forth in the Preamble.

"Set-Off Rights" has the meaning set forth in Section 6.5(b).

"Straddle Period" has the meaning set forth in Section 5.10(a).

"Shareholder" has the meaning set forth in the Preamble.

"Target Net Working Capital" means $265,000.

"Tax Return" means any return, declaration, report, claim for refund, election, disclosure, estimate or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, required to be filed with any Governmental Authority with respect to Taxes.

"Taxes" means (a) all federal, state, local and foreign taxes (including income or profits taxes, premium taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, ad valorem taxes, goods and services taxes), severance taxes, capital levy taxes, transfer taxes, value added taxes, employment and payroll-related taxes, real and personal property taxes, real property assessments, business license taxes, occupation taxes, import duties, escheat obligations and other governmental charges and assessments), of any kind whatsoever, including interest, additions to tax and penalties with respect thereto, (b) liability for any such items described in clause (a) that is imposed by reason of U.S. Treasury Regulation §1.1502-6 or similar Legal Requirement, and (c) liability for any such items described in clause (a) imposed on any transferee or indemnitor, by contract or otherwise.

"Third Party" means any Person, other than Purchaser, Seller, or any of their respective Affiliates.

"Third Party Claim" has the meaning set forth in Section 6.4(a).

"Threshold Amount" has the meaning set forth in Section 6.3(b).

"Transaction Documents" means: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Bill of Sale; (d) the Seller Promissory Note, (e) the respective leases for the Main Facility and the Ranch Facility by and between Purchaser and the Main Facility Landlord and Purchaser and the Ranch Facility Landlord, as applicable, (f) stock certificates or in lieu thereof, confirmations of registration in uncertificated form by book-entry in direct registration of Parent’s transfer agent, representing the Parent Common Shares issued to Seller, and (g) any such other assignments, bills of sale, agreements, documents and certificates as may be contemplated hereby.

"Transfer Taxes" has the meaning set forth in Section 2.5.

"Union" has the meaning set forth in Section 3.8(b).

"WARN Act" means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar Laws related to plant closings, relocations, mass layoffs and employment losses.

"Workers' Compensation Event" has the meaning set forth in Section 5.4(f).

ARTICLE II
SALE AND PURCHASE OF ASSETS; RELATED TRANSACTIONS

Section 2.1.        Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens (other than Permitted Liens), and Purchaser shall purchase, or cause such of its Affiliates to purchase, all of the assets, properties and rights of Seller used or useful in the operation of or associated with the Business, including the following assets, but excluding the Excluded Assets (subject to Section 2.2, the "Purchased Assets"):

(a)            Fixed Assets. All equipment, vehicles, furniture, furnishings, fixtures, computer hardware and all items of tangible personal property (the "Fixed Assets") identified on Schedule 2.1(a) (the "Purchased Fixed Assets");

(b)            Intellectual Property. All Intellectual Property and all rights to licensed Intellectual Property (the "Purchased Intellectual Property");

(c)            Accounts Receivable. All accounts receivable arising out of the Business (the "Purchased Receivables");

(d)            Prepaids. The prepaid expenses, advance payments (if any), and prepaid items of Seller arising out of the Business as set forth on Schedule 2.1(d) (the "Purchased Prepaids");

(e)            Contracts. Subject to Section 2.2(c) and Section 5.5, all of Seller's rights as of the Closing Date under all of the Contracts and other instruments specifically identified on Schedule 2.1(e) (the "Assumed Contracts");

(f)             Software. All of the Intellectual Property rights embodied in the software and firmware (including all source code, object code, design documentation and procedures for product generation and testing of all software and firmware), including those set forth on Schedule 2.1(f), together with all related remedies or infringement and rights to protect interests therein;

(g)            Leased Real Property. All fee, leasehold and other title to or interest in all Leased Real Property as identified on Schedule 2.1(g);

(h)            Domain Names; Numbers; Website. All of the Internet domain names, Internet and Worldwide Web URLs and addresses, registrations and applications therefor, telephone numbers, facsimile numbers and website content, including those items identified on Schedule 2.1(h);

(i)             Trade Secrets. All the inventions, unfiled invention disclosures, improvements, know-how and proprietary processes and formulae, and any tangible embodiments of the foregoing, including those set forth on Schedule 2.1(i);

(j)             Permits. All of the Permits issued in connection with the Business and pending applications therefor but only to the extent assignable by law, including those set forth on Schedule 2.1(j);

(k)            Claims. All claims of Seller against third parties relating to the Purchased Assets, whether choate or inchoate, known or unknown, contingent or noncontingent, including all rights under or pursuant to any warranties, representations and guarantees made by vendors, contractors or other Persons in connection with any products or services provided to Seller in connection with the Business;

(l)             Other Assets. All other assets, tangible or intangible, rights, privileges or interests (other than the Excluded Assets), including those items set forth in Schedule 2.1(l);

(m)           Records. All books, records, manuals, files and other documentation, whether written, electronic or otherwise, in Seller’s current possession and control and that are used or held for use in the Business, including customer records, vendor lists, distributor lists, record and sample archives (including stored and/or retained materials and samples from previous studies), purchase and sale records, price lists, correspondence, quality control records, research and development files, drawings, blue prints, and designs but to the extent such records are not transferable under Legal Requirement, excluding Personnel records for Business Employees; provided, however, that Purchaser shall be entitled to make copies of any excluded records as it reasonably believes pertain to the Purchased Assets; and

(n)            Goodwill. All goodwill of the Business or associated with the foregoing Purchased Assets.

Section 2.2.        Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1, Seller will not be required to sell or transfer to Purchaser, and the Purchased Assets will not be deemed to include: (a) cash and cash equivalents and investments in stocks, bonds and other securities; (b) any Fixed Assets that are not listed on Schedule 2.1(a); (c) those Contracts that are set forth on Schedule 2.2(c) (the "Excluded Contracts"); (d) Seller's corporate records and minute book; (e) all Financial Statements, tax returns, and other tax records and related information of Seller for periods ending on or prior to the Closing (provided Seller shall provide copies thereof to Purchaser); (f) all insurance policies owned or maintained by Seller and all rights thereunder related to the Excluded Assets or Excluded Liabilities; (g) all claims for refund of Taxes and other governmental charges of whatever nature for all periods; (h) all rights in connection with and assets of the Employee Plans; (i) the rights of Seller under this Agreement and any of the related agreements; (j) all prepaid insurance or insurance benefits, including rights and proceeds therefrom, arising from or related to the Purchased Assets or the Assumed Liabilities prior to the Closing Date; and (k) the assets specifically identified on Schedule 2.2 (collectively, the "Excluded Assets").

Section 2.3.        Purchase Price.

(a)            No later than three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a certificate setting forth (i) the calculation of the Estimated Net Working Capital as of the Closing Date, including the amount of Current Purchased Receivables and the amount of the Estimated Deficit Net Working Capital Payment or the Estimated Excess Net Working Capital Payment, as the case may be, if any, and (ii) the estimated amount of Indebtedness of the Company outstanding as of the Closing Date (the "Net Working Capital Certificate"). The amount of Closing Cash shall be determined based upon the information in the Net Working Capital Certificate.

(b)            As consideration for the sale of the Purchased Assets to Purchaser, Purchaser will:

(i)          pay at the Closing to Seller, by wire transfer of immediately available funds, an amount in cash equal to: (i) One Million Five Hundred Thousand Dollars ($1,500,000); plus (ii) the Estimated Excess Net Working Capital Payment, if any, less (iii) the Holdback Amount; less (iv) an amount equal to the Indebtedness of Seller outstanding as of the Closing which amount shall be paid to the Persons or bank accounts and in the amounts specified in the payoff letters delivered pursuant to Section 2.7(b), and less (v) the Estimated Deficit Net Working Capital Payment, if any (such amount, the "Closing Cash");

(ii)        issue at the Closing to Seller an unsecured subordinated promissory note in the form of Exhibit A in the initial principal amount of Eight Hundred Thousand Dollars ($800,000.00) (the "Seller Promissory Note");

(iii)       deliver at the Closing to Seller Two Hundred Forty Thousand (240,000) Common Shares of Parent (the "Parent Common Shares"); and

(iv)       assume at the Closing and agree to pay, perform and discharge on a timely basis the Assumed Liabilities.

Collectively, the aggregate value of the amounts paid or issued, as applicable, in clauses (a), (b), (c) and (d) above (subject to adjustment as set forth in Section 2.8 below), shall be referred to as the "Purchase Price".

(c)            The Holdback Amount (subject to adjustment as set forth in Section 2.8(g)) shall be paid to Seller as provided in Section 2.8(g), and the amount payable to Seller as provided therein shall bear interest from the Closing Date to the date it is paid at a rate of 1.5% per annum based on a year of 360 days and the number of days elapsed.

Section 2.4.        Assumed Liabilities.

(a)            Purchaser shall assume and agree to pay, perform and discharge on a timely basis only the following Liabilities of Seller (collectively, the "Assumed Liabilities"):

(i)         all of the Liabilities of Seller (excluding Liabilities for any breach or default that occurred prior to the Closing) related to future payment or performance under or relating to the Assumed Contracts (but not any liability arising out of or related to performance prior to the Closing); and

(ii)        the current Liabilities of Seller (including accounts payable and paid time off (PTO) or vacation owed by Seller to the Hired Employees for all periods prior to or ending on the Closing Date), to the extent of the amount reflected in the calculation of the Net Working Capital.

(b)            Except for the Assumed Liabilities, Purchaser shall not assume or be responsible for any Liabilities of any Selling Party or any ERISA Affiliate or other Affiliate of any Selling Party (or any predecessor of Seller or any prior owner of all or part of its business or assets) that are not expressly included in the definition of Assumed Liabilities (all such Liabilities not being assumed by Purchaser being herein referred to as the "Excluded Liabilities"). For the avoidance of doubt and without limiting the foregoing, the Excluded Liabilities include all Liabilities of any Selling Party, any ERISA Affiliate and their respective Affiliates: (i) for Taxes, (ii) with respect to the Business or the Purchased Assets, Taxes for any Tax period (or portion thereof) ending prior to the Closing Date, including, for the avoidance of doubt, the portion of any Straddle Period prior to the Closing Date (the "Pre-Closing Tax Period"), (iii) any Liability of any Selling Party for the unpaid Taxes of any Person under Regulation §1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise, (iv) relating to a Contract of Seller that is not an Assumed Contract, (v) arising under this Agreement, (v) arising during or related to a period prior to the Closing in connection with the Business; (vi) to the extent arising out of, relating to or otherwise in respect of any Employee Plan; (vii) related to prior performance under any Assumed Contract or that arises after the Closing but that relates to any breach or default that occurred prior to the Closing, (viii) to the extent arising out of, relating to or otherwise in respect of any Employee Plan relating to any events arising prior to Closing, (ix) with respect to any accrued wages or bonuses as of the Closing Date of the Business Employees, (x) relating to the termination of employment of any Business Employee(s) by Seller in connection with the transactions contemplated by this Agreement, including any severance payments or change of control payments, any obligations under applicable local, state, federal or foreign legal requirements (including the Worker Adjustment and Retraining Notification Act (WARN) and similar Legal Requirements and any applicable business transfer laws and similar Legal Requirements), (xii) relating to floating holidays, or sick leave, owed by Seller to the Business Employees for all periods prior to or ending on the Closing Date, (xiii) arising out of any Matters pending as of the Closing or that is commenced after the Closing to the extent arising from any occurrence or event happening prior to the Closing, (x) arising under or in connection with the Excluded Assets, (xiv) pursuant to Environmental Laws, including Liabilities arising from or related to (1) the condition or operation of any Leased Real Property prior to the Closing Date, (2) any other properties or facilities owned, operated, occupied and/or otherwise used by Seller or its Affiliates, or (3) the operation of the Business prior to the Closing Date, (xv) related to any Excluded Contract, (xvi) arising from any Indebtedness of Seller, (xvii) relating to any intercompany Liabilities or amounts due to Affiliates, whether current portion or otherwise, (xviii) related to such purchasing accruals or deferred compensation, or (xx) for any credit card indebtedness (provided that to the extent any Liabilities are included in the calculation of Net Working Capital, such Liabilities shall be Assumed Liabilities).

Section 2.5.        Transfer Taxes. Seller and Purchaser shall equally bear and pay all sales taxes, use taxes, transfer taxes, documentary charges, value added taxes, recording fees, filing fees or similar taxes, charges, fees or expenses that may become payable in connection with the sale or purchase of the Purchased Assets from Seller, the assumption by Purchaser of the Assumed Liabilities or any of the other transactions contemplated by this Agreement ("Transfer Taxes"). The party required by any Legal Requirement to file a tax return with respect to such Transfer Taxes shall do so within the time period prescribed by such Legal Requirement. Purchaser and Seller shall use commercially reasonable efforts, to the extent permitted by applicable Legal Requirements, to minimize any applicable Transfer Taxes.

Section 2.6.        Allocation of Purchase Price; Withholding.

(a)            For purposes of complying with the requirements of Section 1060 of the Code and the Treasury Regulations thereunder, the consideration for the Purchased Assets shall be allocated among the Purchased Assets in accordance with their respective fair market values as agreed to between Purchaser and Seller no later than 75 days after the Closing Date and provided in the allocation schedule (the "Allocation") (which Allocation shall be adjusted to reflect changes in the Net Working Capital and the Purchase Price in accordance with Section 2.8. For the avoidance of doubt, the Allocation shall not apply for purposes of GAAP.

(b)            Each party hereto agrees to prepare its federal, state and foreign income Tax Returns for all current and future tax reporting periods and file Form 8594 (and corresponding state forms) with respect to the purchase of the Purchased Assets in a manner consistent with the Allocation. If any state, federal or foreign taxing authority challenges the Allocation, the party receiving notice of such challenge shall give the other party prompt written notice of such challenge and the parties shall cooperate in good faith in responding to it in order to preserve the effectiveness of the Allocation.

(c)            Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall be entitled to deduct and withhold from any amounts payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold under or in respect of any provision of U.S. federal, state, local or non-U.S. Tax Law; provided, that prior to any such deduction and withholding, Purchaser shall provide Seller with two (2) Business Days' notice of its intent to deduct and withhold amounts from any such payments. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such amount was payable to prior to any such deduction or withholding. Upon the request of Seller, Purchaser shall reasonably cooperate with Seller to reduce or mitigate any such withholdings; provided, that such cooperation does not impose any material cost or other adverse consequence to Purchaser or any Affiliate of Purchaser.

Section 2.7.        Closing; Closing Deliveries; Conditions to Closing.

(a)            The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on the first Business Day on which all conditions to Closing set forth in Section 2.7 have been satisfied or waived in writing by the applicable party (provided that no party shall have any obligation to grant such a waiver) or on such other date and at such other time as the parties shall mutually agree (the "Closing Date") and shall be effective as of 12:01 a.m. (Eastern Time) on the Closing Date. In lieu of an in-person Closing, the Closing may instead be accomplished by facsimile or email (in PDF format) transmission to the respective offices of legal counsel for the parties of the requisite documents, duly executed where required, delivered upon actual confirmed receipt. The parties hereto acknowledge and agree that all proceedings at the Closing shall be deemed to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any document executed or delivered until all have been taken, executed and delivered.

(b)            At the Closing, Seller shall deliver (or cause to be delivered) to Purchaser, originals or copies, if specified, of the following:

(i)         the Assets, free of liens and encumbrances (after giving effect to the repayment of Indebtedness to be repaid at the Closing;

(ii)        one or more bills of sale (the "Bill of Sale"), transferring the tangible personal property included in the Purchased Assets to Purchaser in form reasonably acceptable to Seller and Purchaser;

(iii)       one or more assignment and assumption agreements (the "Assignment and Assumption Agreement") effecting the assignment to and the assumption by Purchaser of the Purchased Assets and the Assumed Liabilities in form reasonably acceptable to Seller and Purchaser;

(iv)       an affidavit in form reasonably acceptable to Seller and Purchaser duly executed by Seller, dated as of the Closing Date and in form and substance required under the treasury regulations issued pursuant to Section 1445 of the Code, so that Purchaser is exempt from withholding any portion of the Purchase Price payable to Seller hereunder;

(v)        certificates of good standing (or similar certificates) for Seller, dated not more than ten (10) calendar days prior to the Closing Date, issued by the Secretary of State of the State of Colorado and certificates of qualification to do business as a foreign corporation issued by the appropriate Governmental Authority of each jurisdiction in which the nature of the Business or the ownership of Purchased Assets in such jurisdiction would require Seller to be qualified to do business in such jurisdiction, each dated within ten (10) Business Days of the Closing;

(vi)       copies of resolutions adopted by the Shareholder and Board of Directors of Seller authorizing and approving the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Shareholder;

(vii)      copies of (i) the certified Articles of Incorporation (or equivalent) of Seller, including all amendments thereto, and (ii) the Bylaws (or equivalent) of the Seller, including all amendments thereto, each certified as true, complete and correct and in full force and effect on the Closing Date by the Shareholder;

(viii)     payoff letters for each instrument evidencing all outstanding Indebtedness of Seller from the obligees thereunder, as set forth on Schedule 2.7(b)(ix), setting forth the amounts necessary to pay off all such Indebtedness under such instrument as of the Closing Date along with the per diem interest amount with respect thereto, and evidence reasonably satisfactory to Purchaser of the release (or obligation to release upon payment of such secured Indebtedness) of all Liens (other than Permitted Liens) on the Purchased Assets and all UCC financing statements related thereto;

(ix)        the Consents set forth on Schedule 3.13(a);

(x)         An officer’s certificate, signed by a duly authorized officer of Seller and dated as of the Closing Date, certifying the fulfillment of the conditions set forth in Section 2.7(d)(v), Section 2.7(d)(vii) and Section 2.7(d)(viii); and

(xi)        such other instruments and documents of further assurance reasonably necessary and typical for transactions similar to the transactions contemplated hereby.

(c)            At the Closing, Purchaser shall deliver (or cause to be delivered) to Seller the following agreements, documents and other items:

(i)         the Closing Cash;

(ii)        the Seller Promissory Note, duly executed by Purchaser;

(iii)       one or more certificates, or confirmations of registration in uncertificated form by book-entry in direct registration system of Parent's transfer agent, representing the Parent Common Shares to be issued to Seller at the Closing pursuant to Section 2.3(c) in form reasonably acceptable to Purchaser.

(iv)       a signed counterpart to the Assignment and Assumption Agreement in form reasonably acceptable to Seller and Purchaser;

(v)        a certificate of existence for the Purchaser and the Parent, dated not more than ten (10) calendar days prior to the Closing Date, issued by the Secretary of State of the State of Indiana;

(vi)       copies of resolutions adopted by Purchaser and Parent authorizing and approving the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of Parent;

(vii)      copies of (i) the certified Articles of Incorporation (or equivalent) of Purchaser and Parent, including all amendments thereto, and (ii) the Bylaws (or equivalent) of each of Purchaser and Parent, including all amendments thereto, each certified as true, complete and correct and in full force and effect on the Closing Date by the Secretary of Parent

(viii)     An officer’s certificate, signed by a duly authorized officer of Purchaser and dated as of the Closing Date, certifying the fulfillment of the conditions set forth in Section 2.7(e)(v), Section 2.7(e)(vi) and Section 2.7(e)(vii); and

(ix)        such other instruments and documents of further assurance reasonably necessary and typical for transactions similar to the transactions contemplated hereby.

(d)            The obligation of Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i)         At or prior to the Closing, Purchaser shall have entered into a lease for the Main Building on terms and conditions mutually agreed between Purchaser and the Main Building Landlord that are no less favorable to Purchaser than the terms of the lease for the Main Building between Seller and the Main Building Landlord in existence on September 1, 2019 and that include an option to purchase the Main Building and the adjacent lot for $2,500,000, exercisable for 24 months after the Closing Date;

(ii)        At or prior to the Closing, Purchaser shall have entered into a lease for the Ranch Facility on terms and conditions mutually agreed between Purchaser and the Ranch Facility Landlord that are no less favorable to Purchaser than the terms of the lease for the Ranch Facility between Seller and the Ranch Facility Landlord in existence on September 1, 2019;

(iii)       At or prior to Closing, the Key Employees shall have delivered executed employment offer letters to Purchaser in the forms attached hereto as Exhibit C;

(iv)       Seller shall hold, and at the Closing shall transfer to Purchaser good, valid and marketable title to the Purchased Assets sold by it, free and clear of all Liens, claims and encumbrances of any kind or character whatsoever, except for Liens that have been approved by Purchaser;

(v)        there shall not have occurred any Material Adverse Change in the Business from the date of this Agreement through the Closing Date;

(vi)       all required approvals and authorizations, consents, approvals and permits from all Authorities required for the parties to carry out the transactions contemplated by this Agreement and in order for Purchaser to operate the Business in the Ordinary Course of Business after the Closing Date, shall have been received, in each case on terms and conditions reasonably satisfactory to Purchaser and all applicable waiting periods shall have expired;

(vii)      (A) The Fundamental Representations made by Seller shall be true and correct in all respects, as of the date hereof and as of the Closing Date, except those Fundamental Representations made as of a specified date, which shall be measured only as of such specified date, and (B) each of the other representations and warranties made by Seller contained in this Agreement or in any certificate or other writing delivered by Seller pursuant hereto shall be true and correct in all material respects except that any such representation or warranty that includes any qualification as to "material", "materiality", or "Material Adverse Effect" (or any correlative terms) shall be true and correct in all respects as of the date hereof and as of the Closing Date, except for representations and warranties made as of a specified date, which shall be measured only as of such specified date;

(viii)     Seller shall have performed and complied, in all material respects, with the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Seller at or before the Closing;

(ix)        There shall not be in effect on the Closing Date any writ, judgment, decree, injunction or similar order of any Authority or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement;

(x)         At or prior to the Closing, Seller, Purchaser and First Internet Bank shall have entered into a Subordination Agreement in form reasonably acceptable to Seller, Purchaser and First Internet Bank subordinating the Seller Promissory Note to the Purchaser and Parent senior secured financing from First Internet Bank;

(xi)        Seller shall have delivered to Purchaser, no later than five Business Days prior to the Closing Date, complete and final copies of the Schedules to this Agreement, the form and content of which shall be satisfactory to Purchaser in its sole discretion; and

(xii)       Seller shall have delivered all of the deliverables specified in Section 2.7(b).

(e)            The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i)         At or prior to the Closing, Purchaser shall have entered into a lease for the Main Building on terms and conditions mutually agreed between Purchaser and the Main Building Landlord that are no less favorable to Purchaser than the terms of the lease for the Main Building between Seller and the Main Building Landlord in existence on September 1, 2019 and that includes an option to purchase the Main Building and the adjacent lot for $2,500,000, exercisable for 24 months after the Closing Date;

(ii)        At or prior to the Closing, Purchaser shall have entered into a lease for the Ranch Facility on terms and conditions mutually agreed between Purchaser and the Ranch Facility Landlord that are no less favorable to Purchaser than the terms of the lease for the Ranch Facility between Seller and the Ranch Facility Landlord in existence on September 1, 2019;

(iii)       At or prior to the Closing, Seller, Purchaser and First Internet Bank shall have entered into a Subordination Agreement in form reasonably acceptable to Seller, Purchaser and First Internet Bank subordinating the Seller Promissory Note to the Purchaser and Parent senior secured financing from First Internet Bank;

(iv)       At or prior to Closing, Purchaser shall have delivered executed employment offer letters to the Key Employees in the forms attached hereto as Exhibit C;

(v)        there shall not have occurred any material adverse change in the Parent’s business, operations or financial condition from the date of this Agreement through the Closing Date;

(vi)       all authorizations, consents, approvals and permits from all Authorities required for Seller to carry out the transactions contemplated by this Agreement shall have been received, in each case on terms and conditions reasonably satisfactory to Seller;

(vii)      (A) The Fundamental Representations made by Purchaser and Parent shall be true and correct in all respects, as of the date hereof and as of the Closing Date, except those Fundamental Representations made as of a specified date, which shall be measured only as of such specified date, and (B) each of the other representations and warranties made by Purchaser and Parent contained in this Agreement or in any certificate or other writing delivered by Purchaser or Parent pursuant hereto shall be true and correct in all material respects except that any such representation or warranty that includes any qualification as to "material", "materiality", or "Material Adverse Effect" (or any correlative terms) shall be true and correct in all respects as of the date hereof and as of the Closing Date, except for representations and warranties made as of a specified date, which shall be measured only as of such specified date;

(viii)     Purchaser shall have performed and complied, in all material respects, with the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing;

(ix)        There shall not be in effect on the Closing Date any writ, judgment, decree, injunction or similar order of any Authority or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement; and

(x)         Purchase shall have delivered all of the deliverables specified in Section 2.7(c).

Section 2.8.        Working Capital Adjustment.

(a)            Not more than ninety (90) days following the Closing Date, Purchaser shall deliver to Seller a statement of the actual Net Working Capital determined as of the Closing Date (the "Net Working Capital Statement"). During such ninety (90) day period, Purchaser and Seller will cooperate so that Purchaser has control of and/or access to those work papers, books and records of Seller and access to such Personnel or Representatives of Seller as they may reasonably require for the purposes of preparing the Net Working Capital Statement. The Net Working Capital Statement shall be prepared in the manner and consistent with the basis, including the basis of calculation of individual line items and the determination of allowances and reserves, used to prepare Exhibit B and in a manner that fairly and accurately reflects the current assets and current liabilities included in the Purchased Assets and Assumed Liabilities, respectively, as of the Closing Date. For purposes of the determination of the Net Working Capital Statement, any Purchased Receivables that remain unpaid on the 85^th day following the Closing Date shall be excluded from the current assets that are included in the Net Working Capital Statement, and Purchaser shall promptly assign all of such unpaid Purchased Receivables to Seller (the “Reassigned Receivables”). Upon such assignment, the Reassigned Receivables and all proceeds therefrom shall be the property of Seller, and, in the event Purchaser receives payment on any of the Reassigned Receivables, Purchaser shall promptly deliver the same to Seller in kind and until so delivered shall hold such payment in trust for Seller.

(b)            Following the delivery by Purchaser of the Net Working Capital Statement, Seller and its Representatives shall be given all such access as they may reasonably request during Purchaser's normal business hours (or such other times as the parties may agree) and upon reasonable advance notice to those books and records of Purchaser and access to such Personnel or Representatives of Purchaser they may reasonably require for the purposes of resolving any disputes or responding to any matters or inquiries raised concerning the Net Working Capital Statement or the calculation of the Net Working Capital as proposed by Purchaser.

(c)            Seller shall have thirty (30) days following the date of delivery of the Net Working Capital Statement to provide Purchaser with a written certificate confirming that the Net Working Capital as proposed by Purchaser is acceptable (the "Confirmation Certificate") or notifying Purchaser in writing of any good faith objections to the calculation of the Net Working Capital as proposed by Purchaser (a "Dispute Notice") setting forth a reasonably specific and detailed description of such objections. If a Confirmation Certificate is delivered by Seller pursuant to this Section 2.8(c) (or if Seller fails to timely deliver either a Confirmation Certificate or a Dispute Notice), the Net Working Capital proposed by Purchaser shall be binding on the parties hereto.

(d)            If Seller objects to the Net Working Capital Statement or Purchaser's calculation of the Net Working Capital, as reflected in a Dispute Notice, Seller, on the one hand, and Purchaser, on the other, shall attempt in good faith to resolve any such objection within thirty (30) days of the receipt by Purchaser of such Dispute Notice.

(e)            If Purchaser and Seller are unable to resolve any such dispute within such thirty (30) day period, Purchaser and Seller (either together or separately) shall be entitled to submit the dispute to an Independent Accounting Firm. Each of the parties hereto shall, and shall cause their respective Representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (i) consider only those matters as to which there is a dispute between the parties hereto, and (ii) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Purchaser and Seller shall submit any dispute to an Independent Accounting Firm, each such party may submit a "position paper" to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. The fees and disbursements of the Independent Accounting Firm acting under this Section 2.8(e) shall be apportioned between Seller and Purchaser (as determined by the Independent Accounting Firm) based on the total dollar value of disputed exceptions resolved in favor of each such party, with each such party bearing such percentage of the fees and disbursements of the Independent Accounting Firm as the aggregate disputed exceptions resolved against that party bears to the total dollar value of all disputed exceptions considered by the Independent Accounting Firm. The Independent Accounting Firm's determination of Net Working Capital shall not be less than the amount proposed by Purchaser in the Net Working Capital Statement nor shall it be greater than the amount proposed by Seller in the Dispute Notice.

(f)            If Seller does not deliver a Dispute Notice in accordance with the procedures set forth in Section 2.8(c) (i.e., within the thirty (30) day period specified therein), the Net Working Capital Statement (together with Purchaser's calculation of the Net Working Capital) shall be deemed to have been accepted by the parties hereto and such calculation of the Net Working Capital shall be binding. In the event that Seller delivers a Dispute Notice in accordance with the provisions above and Purchaser and Seller are able to resolve such dispute by mutual agreement, the Net Working Capital Statement, together with the calculation of the Net Working Capital, as modified by the mutual agreement of parties hereto, shall be deemed to have been accepted by the parties and such revised calculation of the Net Working Capital shall be binding on the parties for all purposes hereof. In the event that Seller delivers a Dispute Notice in accordance with the provisions set forth above and Purchaser and Seller are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties hereto, and the Net Working Capital Statement, together with the calculation of the Net Working Capital, as modified by the report of the Independent Accounting Firm, shall be deemed to have been accepted by the parties hereto and such revised calculation of the Net Working Capital shall be final and binding on the parties for all purposes hereof.

(g)            Within five (5) Business Days after the determination of the actual Net Working Capital becomes final and binding, (i) if the actual Net Working Capital is less than the Estimated Net Working Capital as of the Closing Date (a "Final Net Working Capital Deficit"), Purchaser shall be entitled to reduce the Holdback Amount by the amount of such Final Net Working Capital Deficit and thereafter pay to Seller such reduced Holdback Amount and any accrued interest on such reduced Holdback Amount; provided that, in the event that the amount of such Final Net Working Capital Deficit is greater than the Holdback Amount, the Holdback Amount shall be reduced to zero and Seller shall pay Purchaser the difference between the amount of such Final Net Working Capital Deficit and the Holdback Amount, plus interest on such difference at the rate of 1.5% per annum based on a 360-day year and the number of days elapsed; and (ii) if the actual Net Working Capital is greater than the Estimated Net Working Capital, Purchaser shall pay Seller the Holdback Amount, plus accrued interest on the Holdback Amount, plus the difference between the actual Net Working Capital and the Estimated Net Working Capital and interest on such difference at the rate of 1.5% per annum based on a 360-day year and the number of days elapsed.

Section 2.9.       Prorations. All Taxes, assessments, utilities, insurance, rents and water charges for any leased premises that is the subject of an Assumed Contract will be prorated as of the Closing Date between Purchaser and Seller at Closing. At Closing, Purchaser will pay and reimburse Seller for the total amount of all prepaid rents, security deposits (and any accrued interest), any other prepaid occupancy expenses and any other prepaid expenses related to the Purchased Assets or Assumed Liabilities paid by Seller on or before the Closing in connection with any period after the Closing. Following Closing, Seller will reimburse Purchaser for the total amount of any occupancy expenses charged to Purchaser after Closing by landlords of any leased premises that is the subject of an Assumed Contract that relate to any period prior to the Closing, such as annual reconciliations for common area maintenance charges and real estate taxes.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES

Each Selling Party, on a joint and several basis (except with respect to Section 3.12(b)-(d), which are made on a several, and not joint and several, basis), represents and warrants to Purchaser, except as set forth in the Disclosure Schedules, as follows:

Section 3.1.       Organization and Good Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. Seller is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization. Seller has delivered to Purchaser true, complete and correct copies of each of its articles of incorporation and bylaws or comparable organizational documents as in effect on the date hereof.

Section 3.2.       Title to Assets.

(a)            Seller has good, marketable and valid title to the Purchased Assets, free and clear of any security interest, mortgage, pledge, lien (including liens under any mortgage or deed of trust, mechanic's or materialmen's liens and judgment liens), option, debt, charge, encumbrance, covenant or restriction of any kind or character (collectively, "Liens"), except for (a) any Lien for current Taxes not yet due and payable and other liens that will be released at Closing, (b) liens and encumbrances arising under the Assumed Contracts, (c) minor liens and encumbrances that have arisen in the ordinary course of business and that do not, individually or in the aggregate, materially detract from the value of the Purchased Assets subject thereto and which do not secure the payment of any amounts owed, or (d) any Lien under the Transaction Documents ((a) – (d) collectively, the "Permitted Liens").

(b)            The Purchased Assets constitute substantially all of the properties, assets and leasehold estates, real, personal and mixed, tangible and intangible, comprising or used in the operation of or associated with the Business and are sufficient for Purchaser to conduct the Business from and after the Closing Date without interruption and in the ordinary course of business, as it has been conducted by Seller.

Section 3.3.        Accounts Receivable; Prepaid Amounts.

(a)            All of the Purchased Receivables represent valid obligations of customers of Seller arising in the ordinary course of business and in connection with bona fide transactions and are payable on ordinary terms. Except to the extent expressly included in the reserves for doubtful or uncollectible accounts reflected in the calculation of Net Working Capital, all Purchased Receivables are good and collectible at the aggregate recorded amounts thereof, and none of the Purchased Receivables are subject to any defense or any claim of offset, recoupment, setoff or counter claim. None of the Purchased Receivables is subject to prior assignment.

(b)            The Purchased Prepaids represent advance payments in respect of expenses that could reasonably be expected to be incurred in connection with the Business. The Purchased Prepaids arose in the ordinary course of business, consistent with past practices, and have been paid to a Person with whom Seller deals at arm's length. Purchaser will be entitled to the benefit of the Purchased Prepaids after the Closing.

Section 3.4.           Intellectual Property.

(a)            Schedule 3.4(a) sets forth a list of all unexpired patents, pending patent applications, registered trademarks, registered service marks, pending trademark or service mark applications and internet domain names licensed to, applied for or registered in the name of, Seller, or in which Seller has any rights, and all material copyright registrations or pending applications therefor owned by Seller, including the application or registration number, the jurisdiction and the record owner (the "Listed Intellectual Property"). No registration relating thereto (if any) has lapsed, expired or been abandoned or canceled or is the subject of cancellation proceedings. Seller owns adequate rights or possesses adequate and enforceable license rights, (i) free and clear of all Liens (other than Liens to be released at the Closing), to use all Listed Intellectual Property (except in each case as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors' rights generally and by general principles of equity) and (ii) to use all other material intellectual property (including patents, patent applications, patent disclosures and related patent rights (including any continuations, divisions, reissues, reexaminations, renewals, or extensions thereof); trademarks, trademark registrations, trademark applications, trade dress rights, trade names, service marks, service mark registrations and service mark applications; copyrights, copyright registrations and copyright applications; mask work rights, mask work registrations and mark work applications; Internet domain names, Internet and World Wide Web URLs or addresses and registrations or applications therefor; inventions, unfiled invention disclosures, improvements, trade secrets, know-how and proprietary processes and formulae; moral and economic rights of authors and inventors, however denominated; and any tangible embodiments of the foregoing) necessary to permit Seller to conduct its business as currently conducted (the Listed Intellectual Property, such other intellectual property rights and all worldwide statutory and common law rights associated therewith, the "Intellectual Property"). Seller has not infringed on or misappropriated and is not now infringing on or misappropriating any intellectual property right belonging to any Person. No claim is pending or, to Seller's Knowledge, threatened to the effect that any Intellectual Property owned by Seller is invalid or unenforceable. To Seller's Knowledge, no Person is infringing or violating any of the Listed Intellectual Property or any other material Intellectual Property of Seller.

(b)            Schedule 3.4(b) lists all material Intellectual Property necessary for the conduct and operation of the Business as presently conducted.

(c)            The Intellectual Property (other than inventions, trade secrets, manufacturing and production processes and techniques, formulas and confidential business and technical information rights and any other Intellectual Property not material to the operation of the Business) owned by Seller has been duly registered or is the subject of a filing duly made with the relevant Governmental Authority, domestic or foreign. All such registrations, filings and other actions remain in full force and effect.

(d)            To Seller’s knowledge, no Personnel or independent contractor of Seller has contributed to or participated in the discovery, creation or development of any Intellectual Property on behalf of Seller except for such discoveries, creations or development activities by employees of Seller in the course of their employment.

(e)            The Information Systems are fully operational and functioning consistent with the purposes for which they have been designed, are free from significant defects or programming errors, and conform in all material respects to the written documentation and specifications therefor, if any. Seller owns or possesses a royalty free license to use all Intellectual Property necessary to operate the Information Systems, without any known conflict with, or infringement of, the rights of others. None of the Information Systems, or the use thereof, infringes or violates, or constitutes a misappropriation of, any intellectual property rights of the supplier thereof or any other Person. There are no upgrades or additions required to be made to the Information Systems to meet the demands of the Business and its operations for the 12 months after the Closing.

Section 3.5.        Material Contracts.

(a)            Schedule 3.5(a) lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Purchased Assets (together with all Leases listed in Schedule 2.1(g) and all Intellectual Property licenses listed in Schedule 3.4(a), collectively, the "Material Contracts"):

(i)         any Contract (or group of related Contracts) for the furnishing or receipt of products or services, in each case, the performance of which will extend over a period of more than one year or which provides for annual payments to or by the Company in excess of $10,000;

(ii)        (A) any capital lease or (B) any other lease or other Contract relating to equipment and machinery providing for annual rental payments in excess of $10,000, under which any such equipment and machinery are held or used by the Company;

(iii)       any Contract, other than leases relating to equipment and machinery, relating to the lease or license of any Purchased Assets, including any Purchased Intellectual Property, other than commercial off-the-shelf software;

(iv)       any Contract relating to the Purchased Intellectual Property, including, without limitation, Contracts relating to the development of such Purchased Intellectual Property, other than commercial off-the-shelf software;

(v)        any Contract relating to the acquisition or disposition of (i) any business of Seller (whether by merger, consolidation, or other business combination, sale of securities, sale of assets or otherwise), or (ii) any asset of Seller, other than in the ordinary course of business;

(vi)       any Contract under which Seller is, or may become, obligated to pay any amount in respect of indemnification obligations, purchase price adjustment or otherwise in connection with any (A) acquisition or disposition of assets or securities, (B) merger, consolidation or other business combination, or (C) series or group of related transactions or events of the type specified in clauses (A) and (B) above;

(vii)      all employment, severance, consulting, bonus, profit-sharing, percentage compensation, deferred compensation, pension, welfare, retirement, equity purchase or equity option plans and agreements and commitments with or relating to the Personnel (current or former) or Affiliates of Seller;

(viii)     any Contract (or group of related Contracts) (A) under which Seller has created, incurred, assumed or guaranteed any Indebtedness in excess of $10,000 or (B) under which Seller has permitted any of its assets to become encumbered;

(ix)        any Contract under which any Person has guaranteed any Indebtedness;

(x)         any Contract relating to any joint venture, partnership, limited liability company, strategic alliance or sharing of profits or losses with any Person;

(xi)        any Contract containing covenants purporting to limit the freedom of Seller or any of its Personnel (current or former) to compete in any business or in any geographic area;

(xii)       any Contract relating to confidentiality (whether Seller is subject to or the beneficiary of such obligations);

(xiii)      any agency, dealer, distributor, sales representative, service provider, consignment, marketing or similar Contract;

(xiv)      Any Personal Property Lease that requires annual payments of more than $10,000.

(xv)      any Contract requiring payments or distributions to the Shareholder or Personnel of Seller (current or former), or any relative or Affiliate of any such Person;

(xvi)     any Contract not made in the ordinary course of business;

(xvii)    any Contract providing for termination, retention, change in control or similar payments to any Personnel of Seller;

(xviii)   any Contract that provides any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of Seller, including any Contract which contains a "most favored nation" provision; and

(xix)      any other Contract (or group of related Contracts) the performance of which involves consideration in excess of $10,000 over the life of such Contract.

(b)            Seller has provided Purchaser with true and complete copies of all written Material Contracts and each amendment, supplement, waiver or modification thereto. Except as provided in Schedule 3.5(a), Seller is not a party to any oral Material Contract. All of the Material Contracts identified on, or required to be identified on Schedule 3.5(a) are legal, valid, binding obligations of Seller and enforceable in accordance with their respective terms with respect to Seller, and to Seller's knowledge, with respect to each other party to such Material Contracts, and are in full force and effect and shall continue to be in full force and effect on identical terms following the consummation of the transactions contemplated hereby. Neither Seller nor any other party thereto, has breached any provision of, or is in default under the terms of, nor does any condition exist which, with or without notice or lapse of time, or both, would cause Seller or any other party, to be in default under any of the Material Contracts or would constitute a breach or default or permit termination, modification or acceleration under any such Material Contract. Seller has not (i) received any notice of cancellation or termination or change in material terms (including, pricing, term and volume) of any such Material Contract or (ii) during the two (2) years prior to the Closing Date, obtained or granted any waiver of or under any provision of any such Material Contract, except for routine waivers granted or sought in the ordinary course of business. Except for Contracts requiring the Consents set forth on Schedule 3.13(a), the consummation of the transactions contemplated by this Agreement shall not afford any other party the right to terminate, modify or renegotiate any Material Contract.

Section 3.6.       Title; Equipment; Condition of Fixed Assets.

(a)            Seller has good and marketable title to all of the items of personal property included as Purchased Assets and used in the Business by Seller, free and clear of all Liens, other than Permitted Liens. Seller holds good and transferable interests in all such personal property that is physically located at the places of Business and is owned outright by Seller or is validly leased by Seller.

(b)            Schedule 3.6(b) sets forth all leases of personal property ("Personal Property Leases") relating to the property used by Seller in the Business or to which Seller is a party or by which any of the properties or assets of Seller is bound. All of the items of personal property under the Personal Property Leases are in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Seller has delivered to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.

(c)            Seller is not in breach or default under any Personal Property Lease and each of the Personal Property Leases is in full force and effect. Seller has not received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a material default by Seller under any of the Personal Property Leases, and to Seller's knowledge, no other party is in default thereof. No party to the Personal Property Leases has exercised any termination rights with respect thereto.

(d)            All items of personal property included in the Purchased Fixed Assets are in reasonably good operating condition and repair, ordinary wear and tear excepted, and have been maintained in accordance with good industry practices.

(e)            Schedule 3.6(e) sets forth certain surgical equipment owned by customers of Seller and used by such customers in their performance of surgical studies on Seller’s premises ("Client Personal Property"). Seller and such customers have verbally agreed to arrangements under which (i) Seller stores the Client Personal Property on Seller’s premises for the benefit of the owner clients and (ii) when the Client Personal Property is not in use by Seller’s customers, Seller may use the Client Personal Property for its own uses, as long as Seller purchases and provides any disposable supplies necessary for such Client Personal Property. The Parties agree that the verbal agreements related to the Client Personal Property are not Material Contracts.

Section 3.7.       Compliance with Legal Requirements. Except as set forth in Schedule 3.7, Seller is in compliance in all material respects with all Legal Requirements relating to the use of the Purchased Assets or applicable to the operation of the Business. Since January 1, 2015, Seller has not received any written notice from any Governmental Authority alleging any failure to comply with any Legal Requirement relating to the use of the Purchased Assets or applicable to the operation of the Business. Seller is not, to Seller's Knowledge, under investigation by a Governmental Authority with respect to any violation of any Legal Requirement relating to the Purchased Assets or the Business.

Section 3.8.       Employee Matters.

(a)            Schedule 3.8 correctly sets forth the name and current annual salary of each employee of Seller and whether any employees are absent from active employment, including, but not limited to, leave of absence or disability. Except as set forth on Schedule 3.8, (a) Seller has complied with all Legal Requirements relating to the employment of labor (including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, immigration and the payment of social security and other Taxes), and Seller does not have any material labor relations problems (including any union organization activities, threatened or actual strikes or work stoppages or material grievances) against Seller, (b) Seller has not committed any unfair labor practices, (c) None of the employees of Seller are subject to any non-compete, nondisclosure, confidentiality, employment, consulting or similar agreements relating to, affecting or in conflict with the present or proposed business activities of Seller except for agreements between Seller and its present and former employees, (d) all individuals characterized and treated by Seller as consultants or independent contractors are properly treated as independent contractors under all applicable Legal Requirements and (e) all employees of Seller classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Seller does not have any foreign national employees.

(b)            Seller is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, "Union"), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of Seller, and, to Seller's Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining.

(c)            Seller has not, in the past five years, effectuated (i) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility, nor has Seller been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar Legal Requirement. None of the Business Employees has suffered an "employment loss" (as defined in the WARN Act) during the previous six (6) months.

Section 3.9.       Employee Benefits.

(a)            Schedule 3.9 sets forth a list of all Employee Plans (individually referred to as a "Seller Plan"). Seller has furnished to Purchaser (i) accurate and complete copies of all documents constituting each Seller Plan to the extent currently effective, including all amendments thereto and all related trust documents (or, in the case of any unwritten Seller Plans, written descriptions thereof), (ii) the three most recent annual reports (Form 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Plan, (iii) if a Seller Plan is funded, the most recent annual and periodic accounting of such Seller Plan's assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Plan, (v) all material written contracts relating to each Seller Plan to the extent currently effective, including administrative service agreements and group insurance contracts, (vi) all testing results and documentation under Code Sections 415, 410(b), 414(s), 401(k) and 401(m) for each Seller Plan, as applicable, for the three immediately preceding plan years and (vii) all material correspondence within the past three years to or from any governmental authority relating to any Seller Plan.

(b)            Each Seller Plan has been established, administered and maintained, in all material respects, in accordance with its terms and in material compliance with all applicable Legal Requirements (including ERISA and the Code). Each Seller Plan that is intended to be qualified under Section 401(a) of the Code (a "Qualified Benefit Plan") is so qualified and has received a favorable and current determination letter from the Internal Revenue Service, or with respect to a pre-approved prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the Internal Revenue Service or the unavailability of reliance on such opinion letter from the Internal Revenue Service, as applicable, nor has such revocation or unavailability been threatened. Nothing has occurred with respect to any Seller Plan that has subjected or could reasonably be expected to subject Seller to a penalty under Section 502 of ERISA or to tax or penalty under Section 4975 of the Code. All benefits, contributions and premiums relating to each Seller Plan have been timely paid in accordance with the terms of such Seller Plan and all applicable Legal Requirements and accounting principles.

(c)            Neither Seller nor any of its ERISA Affiliates has: (i) incurred, or reasonably expects to incur, either directly or indirectly, any material liability under Title I or Title IV of ERISA or related provisions of the Code relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; or (iii) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA.

(d)            With respect to each Seller Plan: (i) no such plan is a "multiple employer plan" within the meaning of Section 413(c) of the Code or a "multiple employer welfare arrangement" as defined in Section 3(40) of ERISA; (ii) to Seller’s Knowledge, no litigation has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code; and (v) no "reportable event," as defined in Section 4043 of ERISA, has occurred with respect to any such plan.

(e)            Neither Seller nor any ERISA Affiliate (nor any predecessor thereof) sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Seller Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code.

(f)             Neither Seller nor any ERISA Affiliate (nor any predecessor thereof) contributes to, is required to contribute to (on a contingent basis or otherwise) or has in the past contributed to or been required to contribute to, or has any Liabilities with respect to, any multiemployer plan, as defined in Section 3(37) of ERISA.

(g)            There is no pending or, to Seller's Knowledge, threatened Matter relating to a Seller Plan (other than routine claims for benefits) and no Seller Plan has, within the six years prior to the date hereof, been the subject of an examination or audit by a governmental authority or the subject of an application or filing under or is a participant in an amnesty, voluntary compliance, self-correction or similar program sponsored by any governmental entity.

(h)            There has been no amendment to, announcement by Seller relating to or change in employee participation or coverage under any Seller Plan that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year with respect to any director, officer, employee, independent contractor or consultant, as applicable.

(i)             Each Seller Plan that is subject to Section 409A of the Code has been operated in material compliance with such section and all applicable regulatory guidance (including notices, rulings and proposed and final regulations).

(j)             The consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event, including a subsequent termination of employment or service) entitle any employee or independent contractor of Seller to severance pay or accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation pursuant to, any Seller Plan. There is no contract covering any employee or other service provider of Seller that, considered individually or considered collectively with any other such contracts, will, or would reasonably be expected to, give rise directly or indirectly to the payment of any amount that would be characterized as a "parachute payment" within the meaning of Section 280G(b)(2) of the Code. There is no contract by which Seller is bound to compensate any employee for excise taxes paid pursuant to Section 4999 of the Code. Schedule 3.9(j) sets forth an accurate and complete list of all of the contracts which give rise to an obligation to make or set aside amounts payable to or on behalf of the officers of Seller as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (whether by Seller or the officer), true and complete copies of which have been previously provided to Purchaser.

(k)            Neither Seller nor any ERISA Affiliate has any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for retired, former or current employees of Seller or any ERISA Affiliate, except as required to avoid excise tax under Section 4980B of the Code or except for the continuation of coverage through the end of the calendar month in which termination from employment occurs. No condition exists that would prevent Seller or any ERISA Affiliate from amending or terminating any Seller Plan that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA.

(l)             Neither Seller nor any ERISA Affiliate (nor any predecessor thereof) sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Seller Plan which is maintained for the benefit of any employee or service provider (or former employee or service provider) who performs services outside the United States.

(m)            Seller has complied in all material respects with the health care coverage continuation requirements of COBRA, to the extent applicable.

(n)            Seller has complied with the applicable provisions of the Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 (collectively, the "ACA") including all provisions of the ACA applicable to the Business Employees, including the employer shared responsibility provisions relating to the offer of "minimum essential coverage" to "full-time" employees that is "affordable" and provides "minimum value" (as defined in Code Section 4980H and related regulations) and the applicable employer information reporting provisions under Code Sections 6055 and 6056 (and all related regulations). For the avoidance of doubt, on and after January 1, 2015, Seller has offered "minimum essential coverage" (as defined under Code Section 5000A(f)(1)(B)) to the Business Employees who are classified as "full-time employees" under Code Section 4980H and their dependents in accordance with such Code section and applicable regulations. Such minimum essential coverage has been "affordable" and has provided "minimum value" (each within the meaning of Code §36B(c)(2)(C) and §4980H(b) and related regulations). Seller has complied with applicable information reporting requirements under Code Sections 6055 and 6056 (and all applicable regulations) with respect to the Business Employees and their dependents.

Section 3.10.     Certain Liabilities. As of the date of this Agreement, Seller has no Liabilities relating to the Purchased Assets or the Business other than (a) Liabilities incurred in the ordinary course of business and consistent with past practices incurred since January 1, 2019, (b) Liabilities set forth in the Financial Statements, and (c) Liabilities that would not be required to be disclosed on a balance sheet prepared in accordance with GAAP and which are not, individually or in the aggregate, material to Seller or the Business.

Section 3.11.     Legal Proceedings.

(a)            There is no Matter pending or, to Seller's Knowledge, threatened against Seller, or to which Seller is otherwise a party, nor to Seller's Knowledge is there any reasonable basis for any such Matter.

(b)            There is no Matter pending or, to Seller's Knowledge, threatened against Seller that challenges or could reasonably be expected to affect, prevent, delay or make illegal any of the transactions contemplated by this Agreement or the Transaction Documents or result in a Material Adverse Effect.

(c)            Seller is not subject to any Order, and Seller is not in breach of any Order.

(d)            Seller is not engaged in any legal action to recover monies due it or for Damages sustained by it.

(e)            To Seller's Knowledge, no investigation is threatened or contemplated by any Governmental Authority in respect of the Business or the Purchased Assets.

Section 3.12.     Authority; Binding Nature of Agreement.

(a)            Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its respective obligations under this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; and the execution, delivery and performance by Seller of this Agreement and the Transaction Documents have been duly authorized by all necessary action on the part of Seller, its Board of Directors and the Shareholder. This Agreement has been, and each Transaction Document will be at or prior to Closing, duly and validly executed and delivered by Seller and this Agreement constitutes, and, upon execution and delivery thereof, each of the Transaction Documents to which Seller is a party will constitute, the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(b)            The Shareholder has all necessary authority and legal capacity to execute and deliver this Agreement and the Transaction Documents to which he is a party and to perform his respective obligations under this Agreement and the Transaction Documents to which he is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Transaction Document to which the Shareholder is a party will be at or prior to Closing duly and validly executed and delivered by the Shareholder and this Agreement constitutes, and, upon execution and delivery thereof, each of the Transaction Documents to which the Shareholder is a party will constitute, the valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(c)            Each Selling Party being issued any Parent Common Shares, whether directly by Parent or indirectly following a distribution by Seller (each, a "Recipient") is an "accredited investor" within the meaning of Rule 501 of Regulation D, as presently in effect, under the Securities Act. Such Recipient is acquiring the Parent Common Shares for investment for such Recipient's own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Such Recipient further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Parent Common Shares. Such Recipient acknowledges that the Parent Common Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Such Recipient is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares subject to the satisfaction of certain conditions. Such Recipient has such knowledge and experience in financial and business matters so that Recipient is capable of evaluating the merits and risks of its investment in the Parent. Such Recipient has had an opportunity to ask questions of, and receive answers from, the officers of the Parent concerning the Parent's business, management and financial affairs, which questions were answered to such Person's complete and total satisfaction. Such Recipient has received all the information it considers necessary or appropriate for deciding whether to acquire the Parent Common Shares. Except as set forth herein, such Recipient is not relying on any statements or representations of the Parent or its agents for legal advice with respect to the acquisition of Parent Common Shares.

(d)            Each Recipient acknowledges that, to the extent applicable, each certificate evidencing the Parent Common Shares shall be endorsed with the legends substantially in the form set forth below, as well as any additional legend imposed or required by the Parent's Bylaws or applicable state securities laws:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Section 3.13.     Non-Contravention; Required Consents.

(a)            Except as set forth on Schedule 3.13(a), the execution and delivery by Seller of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and compliance by Seller with any of the provisions hereof or thereof will not result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Seller under any provision of: (i) the certificate of formation or operating agreement or other charter or organizational documents of Seller; (ii) any Assumed Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) any Order applicable to Seller or by which any of the properties or assets of Seller are bound; or (iv) any applicable Legal Requirement.

(b)            Except as set forth on Schedule 3.13(a), no Consent, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of Seller in connection with (i) the execution and delivery of this Agreement or the Transaction Documents, the compliance by Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Assumed Contract or material Permit.

Section 3.14.     Financial Statements.

(a)            Seller's fiscal year ends on December 31 of each year. Schedule 3.14(a) contains true and complete copies of the (i) internally prepared balance sheet and statements of income and shareholder's equity of the Business as of, and for the annual periods ended, December 31, 2018 and 2017 (the "Annual Statements"), and (ii) the unaudited balance sheets and statements of income of the Business as of, and for the period ended September 30, 2019 (the "Interim Statements," and collectively with the Annual Statements, the "Financial Statements").

(b)            Each of the Financial Statements was prepared from the books and records of the Company substantially in accordance with GAAP applied on a consistent basis throughout the periods indicated and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Seller as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein; provided, however, that the Interim Statements are subject to normal year-end adjustments and lack footnotes.

(c)            Except as and to the extent set forth on the most recent balance sheet of Seller included in the Interim Statements (the "Most Recent Balance Sheet"), Seller has no liability or obligation (whether accrued, absolute, contingent or otherwise) required to be disclosed in accordance with GAAP, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Most Recent Balance Sheet or liabilities permitted or required to be undertaken or incurred in accordance with this Agreement.

(d)            Seller maintains a standard system of accounting established and administered in substantial accordance with GAAP standards. Seller maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in substantial conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Seller has no written policies, manuals and other documents promulgating, such internal accounting controls.

(e)            Since January 1, 2015: (i) neither Seller nor, to Seller's Knowledge, any manager, officer, employee, auditor, accountant, or representative of Seller, have received any written complaint or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or its internal accounting controls, including any such complaint or claim that Seller has engaged in illegal accounting or auditing practices; (ii) no attorney representing Seller, whether or not employed by Seller, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of its officers, managers, employees or agents to Seller's board of managers or any committee thereof, Seller's accountants (in any written response letter) or, to Seller's Knowledge, to any manager or officer of Seller; and (iii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of Seller's chief executive officer, chief financial officer, general counsel, board of directors or any committee thereof.

Section 3.15.     Taxes. All Tax Returns required to be filed by Seller with respect to the Business and the Purchased Assets for all taxable periods ending prior to the date hereof have been or will be duly and timely (within any applicable extension periods) filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed and have been prepared in material compliance with applicable Legal Requirements. All Taxes that are due and payable with respect to the Business, including any applicable sales taxes with respect to sales of products, have been timely paid. All Taxes that Seller is required to withhold or collect pursuant to Legal Requirements have been duly and timely withheld or collected and have been timely paid over to the appropriate Governmental Authority to the extent due and payable. All Taxes required to be withheld or collected by Seller on or prior to the Closing Date from the Hired Employees (including Persons designated as independent contractors) have been properly withheld and, if required on or prior to the Closing Date, have been or will be deposited with, or paid as directed by, the appropriate Governmental Authority. There are no audits of Tax Returns of Seller pending or, to Seller's Knowledge, threatened, and all past audits of Tax Returns of Seller, if any, have been settled. There are no deficiencies proposed or assessed as a result of any pending audit. Seller is not a party to any pending or, to Seller's Knowledge, threatened action or proceeding against Seller for the assessment or collection of Taxes by any Governmental Authority, and to Seller’s Knowledge, there is no basis for any such action or proceeding. There are no Liens on the Purchased Assets for Taxes (other than Taxes that are not yet due and payable). Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a tax assessment or deficiency. Seller is not the beneficiary of any extension of time within which to file any Tax Return with respect to the Business. No claim has ever been made by an authority in a jurisdiction where Seller does not file Tax Returns that the Business is or may be subject to taxation by that jurisdiction. Seller has not been a party to any "listed transaction", as defined in Code §6707A(c)(1) and Reg. §1.6011-4(b). Seller has made available complete copies of all material Tax Returns relating to the Purchased Assets or the Business relating to the taxable periods that ended after December 31, 2014. Seller is and at all times since inception has been, treated and properly classified as a Subchapter S corporation for federal, state and local income tax purposes. The Shareholder is a United States person as defined in the Code. None of the Assumed Liabilities is an obligation to make a payment that is not deductible under Code §280G. The Seller has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. Seller is not a party to any Tax allocation or sharing agreement. Seller has (A) never been a member of an affiliated group (within the meaning Section 1504(a) of the Code or any similar provision of state, local, or foreign law) filing a consolidated income Tax Return, and (B) no liability for the Taxes of any Person under Treasury Regulations §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee, successor, by contract, or otherwise.

Section 3.16.     Permits. Except as set forth in Schedule 3.16, Seller is in possession of all Permits reasonably necessary for Seller to own, lease and operate its properties or to carry on its business as it is now being conducted. As of the date of this Agreement, no suspension or cancellation of any of such Permits is pending or, to Seller's Knowledge, threatened. Seller is not, in any material respect, in conflict with, or in default, breach or violation of any such Permit.