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WEST\275532193.26 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among TISSUE REGENIX HOLDINGS INC., CELLRIGHT TECHNOLOGIES, LLC, THE MEMBERS OF CELLRIGHT TECHNOLOGIES, LLC JESUS HERNANDEZ, in his capacity as the Seller Representative and TISSUE REGENIX LIMITED, as Guarantor dated as of July 20, 2017
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WEST\275532193.26

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

TISSUE REGENIX HOLDINGS INC.,

CELLRIGHT TECHNOLOGIES, LLC,

THE MEMBERS OF CELLRIGHT TECHNOLOGIES, LLC

JESUS HERNANDEZ, in

his capacity as the Seller Representative

and

TISSUE REGENIX LIMITED, as Guarantor

dated as of

July 20, 2017

WEST\275532193.26 i

TABLE OF CONTENTS

ARTICLE I DEFINITIONS ................................................................................................................ 1

ARTICLE II PURCHASE AND SALE ............................................................................................. 13

Section 2.01 Purchase and Sale .................................................................................................. 13 Section 2.02 Consideration for Membership Interests ............................................................... 13 Section 2.03 Transactions to be Effected Prior to Admission and on the Closing Date ............ 14 Section 2.04 Purchase Price Adjustment ................................................................................... 15 Section 2.05 Closing .................................................................................................................. 17 Section 2.06 Withholding Tax ................................................................................................... 17 Section 2.07 Milestone Payments .............................................................................................. 18 Section 2.08 Spreadsheet ........................................................................................................... 22 Section 2.09 Set-Off Rights ....................................................................................................... 22

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY ......................... 22

Section 3.01 Organization, Authority and Qualification of the Company ................................. 22 Section 3.02 Capitalization ........................................................................................................ 23 Section 3.03 No Subsidiaries ..................................................................................................... 23 Section 3.04 No Conflicts; Consents ......................................................................................... 23 Section 3.05 Financial Statements ............................................................................................. 23 Section 3.06 Undisclosed Liabilities .......................................................................................... 24 Section 3.07 Absence of Certain Changes, Events, and Conditions .......................................... 24 Section 3.08 Material Contracts ................................................................................................. 26 Section 3.09 Title to Assets; Real Property ............................................................................... 28 Section 3.10 Condition and Sufficiency of Assets ..................................................................... 29 Section 3.11 Intellectual Property .............................................................................................. 30 Section 3.12 Inventory ............................................................................................................... 32 Section 3.13 Accounts Receivable ............................................................................................. 32 Section 3.14 Customers, Suppliers and Distributors .................................................................. 33 Section 3.15 Insurance ............................................................................................................... 33 Section 3.16 Legal Proceedings; Governmental Orders ............................................................ 34 Section 3.17 Product Liability; Warranty .................................................................................. 34 Section 3.18 Regulatory Matters ................................................................................................ 34 Section 3.19 Compliance with NOTA ....................................................................................... 36 Section 3.20 Anti-Corruption Laws ........................................................................................... 36 Section 3.21 Customer Inventory ............................................................................................... 37 Section 3.22 Compliance With Laws; Permits .......................................................................... 37 Section 3.23 Environmental Matters .......................................................................................... 37 Section 3.24 Employee Benefit Matters ..................................................................................... 38 Section 3.25 Employment Matters ............................................................................................. 41 Section 3.26 Taxes ..................................................................................................................... 43 Section 3.27 Books and Records ................................................................................................ 45 Section 3.28 Brokers .................................................................................................................. 46

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS ............................ 46

Section 4.01 Legal Capacity / Power and Authority .................................................................. 46 Section 4.02 Execution and Delivery ......................................................................................... 47

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Section 4.03 Title to Membership Interests ............................................................................... 47 Section 4.04 No Conflicts; Consents ......................................................................................... 47 Section 4.05 Legal Proceedings ................................................................................................. 47

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR .... 48

Section 5.01 Organization and Authority of Buyer.................................................................... 48 Section 5.02 No Conflicts; Consents ......................................................................................... 48 Section 5.03 Brokers .................................................................................................................. 48 Section 5.04 Legal Proceedings ................................................................................................. 49 Section 5.05 Investment Representation .................................................................................... 49 Section 5.06 Solvency ................................................................................................................ 49 Section 5.07 Financing ............................................................................................................... 49 Section 5.08 No Other Representations ..................................................................................... 50

ARTICLE VI COVENANTS .............................................................................................................. 51

Section 6.01 Conduct of Business Prior to the Closing ............................................................. 51 Section 6.02 Access to Information ........................................................................................... 51 Section 6.03 No Solicitation of Other Bids ................................................................................ 52 Section 6.04 Notice of Certain Events ....................................................................................... 53 Section 6.05 Confidentiality ...................................................................................................... 53 Section 6.06 Non-competition; Non-solicitation ....................................................................... 54 Section 6.07 Governmental Approvals and Consents ................................................................ 55 Section 6.08 Books and Records ................................................................................................ 56 Section 6.09 Closing Conditions ................................................................................................ 57 Section 6.10 Indemnification of Officers and Directors ............................................................ 57 Section 6.11 Public Announcements.......................................................................................... 57 Section 6.12 Further Assurances ................................................................................................ 58 Section 6.13 Employee Matters ................................................................................................. 58 Section 6.14 Financing ............................................................................................................... 58 Section 6.15 Retransfer of Membership Interests ...................................................................... 59

ARTICLE VII TAX MATTERS ........................................................................................................... 60

Section 7.01 Tax Covenants ....................................................................................................... 60 Section 7.02 Termination of Existing Tax Sharing Agreements ............................................... 61 Section 7.03 Tax Indemnification .............................................................................................. 61 Section 7.04 Straddle Period ...................................................................................................... 61 Section 7.05 Contests ................................................................................................................. 61 Section 7.06 Cooperation and Exchange of Information ........................................................... 62 Section 7.07 Tax Treatment of Indemnification Payments ........................................................ 62 Section 7.08 Survival ................................................................................................................. 62 Section 7.09 Overlap .................................................................................................................. 62 Section 7.10 Intended Tax Treatment, Purchase Price Allocation ............................................. 62 Section 7.11 Refunds and Credits .............................................................................................. 63

ARTICLE VIII CONDITIONS TO CLOSING...................................................................................... 64

Section 8.01 Conditions to Obligations of All Parties ............................................................... 64 Section 8.02 Conditions to Obligations of Buyer ...................................................................... 64

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Section 8.03 Conditions to Obligations of Sellers ..................................................................... 65

ARTICLE IX INDEMNIFICATION ................................................................................................... 66

Section 9.01 Survival ................................................................................................................. 66 Section 9.02 Indemnification By Sellers .................................................................................... 67 Section 9.03 Indemnification By Buyer ..................................................................................... 67 Section 9.04 Certain Limitations................................................................................................ 68 Section 9.05 Indemnification Procedures .................................................................................. 69 Section 9.06 Tax Treatment of Indemnification Payments ........................................................ 73 Section 9.07 Effect of Investigation ........................................................................................... 73 Section 9.08 Exclusive Remedies .............................................................................................. 73

ARTICLE X TERMINATION ........................................................................................................... 73

Section 10.01 Termination ........................................................................................................... 73 Section 10.02 Effect of Termination ............................................................................................ 74

ARTICLE XI MISCELLANEOUS ..................................................................................................... 74

Section 11.01 Appointment and Authority of the Seller Representative ..................................... 74 Section 11.02 Expenses ................................................................................................................ 77 Section 11.03 Notices .................................................................................................................. 77 Section 11.04 Interpretation ......................................................................................................... 78 Section 11.05 Headings ................................................................................................................ 79 Section 11.06 Severability ........................................................................................................... 79 Section 11.07 Entire Agreement .................................................................................................. 79 Section 11.08 Successors and Assigns ......................................................................................... 79 Section 11.09 No Third-party Beneficiaries ................................................................................ 79 Section 11.10 Amendment and Modification; Waiver................................................................. 80 Section 11.11 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial ...................... 80 Section 11.12 Specific Performance ............................................................................................ 81 Section 11.13 Counterparts .......................................................................................................... 81 Section 11.14 Disclosure Schedules ............................................................................................ 81 Section 11.15 Waiver of Conflicts; Privilege .............................................................................. 81

ARTICLE XII GUARANTEE .............................................................................................................. 82

Section 12.01 Obligations of the Guarantor ................................................................................. 82

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”), dated as of July 20, 2017, is

entered into by and among (i) the individuals and entities set forth on the Schedule of Sellers attached as

Exhibit A hereto (each a “Seller” and collectively, the “Sellers”), (ii) CellRight Technologies, LLC, a

Delaware limited liability company (the “Company”), (iii) Tissue Regenix Holdings Inc., a Delaware

corporation (“Buyer”), (iv) Tissue Regenix Limited, a limited company formed under the laws of England

and Wales (“Guarantor”) and (v) Jesus Hernandez in his capacity as the representative of the Sellers (the

“Seller Representative”).

RECITALS

WHEREAS, Sellers own all of the issued and outstanding Units (the “Membership Interests”) of

the Company;

WHEREAS, Sellers wish to sell to Buyer, and Buyer wishes to purchase from Sellers, the

Membership Interests, subject to the terms and conditions set forth herein;

WHEREAS, Guarantor desires to guarantee the performance and payment of Buyer’s obligations

under this Agreement; and

NOW, THEREFORE, in consideration of the representations, warranties, covenants and other

agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The following terms have the meanings specified or referred to in this Article I:

“Acquisition Proposal” has the meaning set forth in Section 6.03(a).

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, audit, notice of

violation, proceeding, litigation, citation, summons, or subpoena of any nature, civil, criminal,

administrative, regulatory or otherwise, by or before a Governmental Authority, whether at law or in

equity.

"Admission" means the admission of the Placing Shares of Tissue Regenix Group plc to trading

on AIM becoming effective in accordance with the AIM Rules.

“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.

“Agreement” has the meaning set forth in the preamble.

"AIM" means AIM, a market operated by the London Stock Exchange plc.

"AIM Rules" means the AIM Rules for Companies published by the London Stock Exchange plc.

WEST\275532193.26 2

“Anti-Kickback Statute” has the meaning set forth in Section 3.18(a).

“Assignment Agreement” has the meaning set forth in Section 2.03(b)(ii).

“Audited Financial Statements” has the meaning set forth in Section 3.05.

“Balance Sheet” has the meaning set forth in Section 3.05.

“Balance Sheet Date” has the meaning set forth in Section 3.05.

“Base Purchase Price” has the meaning set forth in Section 2.02.

“Basket” has the meaning set forth in Section 9.04(a).

“Benefit Plan” has the meaning set forth in Section 3.24(a).

“Business Day” means any day except Saturday, Sunday or any other day on which commercial

banks located in the State of Texas or London, England are authorized or required by Law to be closed for

business.

“Buyer” has the meaning set forth in the preamble.

“Buyer Change of Control” has the meaning set forth in Section 2.07(f)(iv).

“Buyer Indemnitees” has the meaning set forth in Section 9.02.

“Buyer’s Accountants” means KPMG (UK).

“Cap” has the meaning set forth in Section 9.04(a).

“Cause” means (i) an employee’s conviction (which is no longer subject to appeal) for (or plea of

guilty or nolo contendere to) a felony or other act of fraud, misappropriation or embezzlement, (ii) an

employee’s failure or refusal to fulfill his material obligations with respect to his employment (for a

reason other than illness or incapacity), which failure, if able to be cured, remains uncured or continues or

recurs ten (10) days after written notice from the Company, (iii) an employee acting in a manner

involving malfeasance in the performance of the employee’s duties and responsibilities if such act or

failure damages the Company (or any of its Affiliates) and is not corrected within ten (10) days after

written notice to the employee, or (iv) an employee engaging in any fraudulent, dishonest, willful or

reckless misconduct or fraudulent act that could be reasonably expected to result in damage to the

Company (or any of its Affiliates).

“CellRight Processing Technology” means the Company’s proprietary BioRinse™ sterilization

technology.

“CellRight Products” means the Company’s (a) Matrix OI® product, (b) MatrixCellect® 100

DBM Putty product, (c) MatrixCellect® 100 DBM Crunch product, (d) ConCelltrate® 100 product, (e)

sports medicine graft products (f) Matrix IQ® Dermis product, and (g) conventional graft products (e.g.,

ilium tricortical blocks, unicortical blocks, and dental blocks), in each case of clauses (a) – (g) processed,

licensed, manufactured, developed or otherwise commercialized by or on behalf of the Company as of the

Closing Date.

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“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability

Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§

9601 et seq.

“Class A Units” has the meaning ascribed to such term in the Company Operating Agreement.

“Closing” has the meaning set forth in Section 2.05.

“Closing Cash Consideration” has the meaning set forth in Section 2.03(c)(i).

“Closing Date” has the meaning set forth in Section 2.05.

“Closing Working Capital” means: (a) the Current Assets of the Company, less (b) the Current

Liabilities of the Company, determined as of the open of business on the Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the preamble.

“Company Closing Cash” means an amount equal to the Company’s total cash, cash equivalents

and marketable securities on hand (including checks, other wire transfers and drafts deposited or available

for deposit for the accounts of the Company as immediately prior to the Closing), net of the amount of all

uncleared outstanding checks and wires issued as payment for an account, as of immediately prior to the

Closing, all as determined in accordance with GAAP.

“Company Group” has the meaning set forth in Section 3.20.

“Company Intellectual Property” means all Intellectual Property that is owned or held for use by

the Company.

“Company IP Agreements” means all licenses, sublicenses, consent to use agreements,

settlements, coexistence agreements, covenants not to sue, permissions and other Contracts (including any

right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating

to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

“Company IP Registrations” means all registrations, applications or other filings by, to or with

any Governmental Authority or authorized private registrar in any jurisdiction for Company Intellectual

Property, including registered trademarks, domain names and copyrights, issued and reissued patents and

pending applications for any of the foregoing.

“Company Operating Agreement” means the Amended and Restated Limited Liability Company

Operating Agreement of CellRight Technologies, LLC, originally dated July 23, 2012, and as amended

by that First Amendment to Amended and Restated Limited Liability Company Operating Agreement of

CellRight Technologies, LLC, dated March 11, 2013.

“Company Organizational Documents” has the meaning set forth in Section 3.27(a).

“Company Transaction Expenses” means all out of pocket fees and expenses of the Company in

connection with the preparation of this Agreement and the transactions contemplated by this Agreement,

including but not limited to, (a) the fees and expenses of legal counsel and accountants of the Company,

WEST\275532193.26 4

(b) fifty percent (50%) of the fees and expenses of the Escrow Agent, and (c) the fees and expenses

payable to financial advisors, investment bankers and brokers of the Company.

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes,

commitments, undertakings, indentures, joint ventures, and all other agreements, commitments and

legally binding arrangements, whether written or oral.

“Current Assets” means cash and cash equivalents, accounts receivable (net of a reserve for

uncollectable accounts), inventory (net of an inventory reserve) and prepaid expenses and other current

assets of the Company, but excluding (a) the portion of any prepaid expense of which Buyer will not

receive the benefit following the Closing, (b) all Tax assets, (c) receivables from any of the Company’s

Affiliates, managers, employees, officers or members and any of their respective Affiliates and (d) the

Company’s quarantine donors, in each case determined in accordance with GAAP applied using the same

accounting methods, practices, principles, policies and procedures, with consistent classifications,

judgments and valuation and estimation methodologies that were used in the preparation of the Audited

Financial Statements for the most recent fiscal year end as if such accounts were being prepared and

audited as of a fiscal year end.

“Current Liabilities” means accounts payable, and other accrued current liabilities of the

Company, but excluding (a) payables to any of the Company’s Affiliates, managers, employees, officers

or members and any of their respective Affiliates (b) all Tax liabilities, (c) accrued interest on outstanding

Indebtedness, (d) the current portion of Indebtedness and (e) payables in respect of the Company’s

quarantine donors, in each case, determined in accordance with GAAP applied using the same accounting

methods, practices, principles, policies and procedures, with consistent classifications, judgments and

valuation and estimation methodologies that were used in the preparation of the Audited Financial

Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a

fiscal year end.

“D&O Indemnified Persons” has the meaning set forth in Section 6.10(a).

“Direct Claim” has the meaning set forth in Section 9.05(c).

“Disclosure Schedule” has the meaning set forth in Article III.

“Disputed Amounts” has the meaning set forth in Section 2.04(c)(iii).

“Disputed Milestone Amounts” has the meaning set forth in Section 2.07(e)(iii).

“Distributor Group” has the meaning set forth in Section 3.20.

“DLA” has the meaning set forth in Section 2.03(a).

“Dollars or $” means the lawful currency of the United States.

“E.O. 11246” has the meaning set forth in Section 3.25(h).

“Encumbrance” means any charge, claim, community property interest, pledge, condition,

equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment,

right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting,

transfer, receipt of income or exercise of any other attribute of ownership.

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“Enforceability Limitations” means (i) applicable bankruptcy, insolvency, reorganization,

moratorium, and other Laws of general application affecting or relating to the enforcement of creditors’

rights generally, (ii) Laws relating to the availability of specific performance and/or other equitable

remedies and (iii) general equitable principles (regardless of whether enforcement is sought in a

proceeding at law or in equity).

“Environmental Claim” means any Action alleging liability of whatever kind or nature

(including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup,

governmental response, removal or remediation, natural resources damages, property damages, personal

injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of,

based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b)

any actual or alleged non-compliance with any Environmental Law or term or condition of any

Environmental Permit.

“Environmental Law” means any applicable Law, Governmental Order, or binding agreement

with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of

natural resources, endangered or threatened species, human health or safety (solely as it may be affected

by exposure to Hazardous Materials), or the environment (including ambient air, soil, surface water or

groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management,

manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge,

transportation, processing, production, disposal or remediation of any Hazardous Materials. The term

“Environmental Law” includes, without limitation, the following (including their implementing

regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and

Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42

U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and

Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C.

§§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of

1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§

2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001

et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§

7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

(solely as it may be affected by exposure to Hazardous Materials).

“Environmental Notice” means any written directive, written notice of violation or infraction, or

written notice of an Environmental Claim, in each case relating to actual or alleged non-compliance with

any Environmental Law or any term or condition of any Environmental Permit.

“Environmental Permit” means any Permit, letter, clearance, consent, waiver, closure,

exemption, decision or other action of a Governmental Authority required under or issued, granted, given,

authorized by or made pursuant to Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the

regulations promulgated thereunder.

“ERISA Affiliate” means all employers (whether or not incorporated) that would be treated

together with the Company or any of its Affiliates as a “single employer” within the meaning of Section

414 of the Code.

“Escrow Agent” means Citibank, N.A.

“Escrow Agreement” has the meaning set forth in Section 2.03(c)(ii).

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“Escrow Amount” has the meaning set forth in Section 2.03(c)(ii).

“Escrow Fund” has the meaning set forth in Section 2.03(c)(ii).

“Estimated Closing Working Capital” has the meaning set forth in Section 2.04(a).

“Estimated Closing Working Capital Statement” has the meaning set forth in Section 2.04(a).

“False Claims Act” has the meaning set forth in Section 3.18(a).

“FCPA” has the meaning set forth in Section 3.20.

“Financial Statements” has the meaning set forth in Section 3.05.

“Financing” has the meaning set forth in Section 5.07.

“First Accelerated Milestone Amount” has the meaning set forth in Section 2.07(f)(iv).

“First Milestone Period” means the period beginning on the first day of the first full fiscal month

of Buyer that begins after the Closing Date and ending on the last day of the twelfth (12th) full fiscal

month of Buyer that begins after the Closing Date.

“First Milestone Revenue Target” has the meaning set forth in Section 2.07(a).

“FIRPTA Certificate” has the meaning set forth in Section 2.06.

“Fundamental Representations” has the meaning set forth in Section 9.01.

“GAAP” means United States generally accepted accounting principles in effect from time to

time.

“Government Contracts” has the meaning set forth in Section 3.08(a)(x).

“Governmental Authority” means any federal, state, local or foreign government or political

subdivision thereof, or any agency or instrumentality of such government or political subdivision,

including the United States Food and Drug Administration (the “FDA”) and all foreign counterparts, or

any self-regulated organization or other non-governmental regulatory authority or quasi-governmental

authority (to the extent that the rules, regulations or orders of such organization or authority have the

force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Government Official” has the meaning set forth in Section 3.20.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation,

determination or award entered by or with any Governmental Authority.

“Gross Revenue” means revenue of the Company or its Affiliates or subsidiaries from the sale or

license of CellRight Products and other products manufactured or processed using the CellRight

Processing Technology that is earned in the Ordinary Course of Business, determined in accordance with

GAAP applied consistently with the past accounting practices of the Company.

“GTP” has the meaning set forth in Section 3.12.

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“Guarantor” has the meaning set forth in the preamble.

“Guaranty” has the meaning set forth in Section 12.01(a).

“Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative,

compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade,

that is classified as hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect

under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive

materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam

insulation, and polychlorinated biphenyls.

“Health Authorities” has the meaning set forth in Section 3.18(a).

“Health Laws” has the meaning set forth in Section 3.18(a).

“Hernandez Restricted Period” means the period commencing on the Closing Date and ending

on the three-year anniversary of the Closing Date.

“HIPAA” has the meaning set forth in Section 3.18(a).

“Indebtedness” means without duplication, the principal, accrued and unpaid interest,

prepayment premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or

expenses and other monetary obligations as of such time in respect of (a) all indebtedness of the Company

for borrowed money or for the deferred purchase price of property or services, (b) any other indebtedness

of the Company which is evidenced by a note, bond, debenture or similar instrument or commercial paper

(including a purchase money obligation), (c) all deferred obligations of the Company to reimburse any

bank or other Person in respect of amounts paid or advanced under a letter of credit, surety bond,

performance bond or other instrument, (d) all indebtedness of others guaranteed, directly or indirectly, by

the Company or as to which the Company has an obligation (contingent or otherwise) that is substantially

the economic equivalent of a guarantee, (e) all obligations of the Company under any leases that have

been or should be accounted for as capital leases in accordance with GAAP, (f) all indebtedness of others

secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be

secured by) any lien on any property or assets of the Company (whether or not such obligation is assumed

by the Company), (g) the aggregate net liability pursuant to any derivative instruments, including any

interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, or

other similar derivative instruments of the Company, (h) all Company Transaction Expenses, and (i) the

net value of all related party receivables and related party payables of the Company; provided, however,

“Indebtedness” shall not include any operating lease obligations, any trade payables and accrued expenses

of the Company arising in the Ordinary Course of Business or any other Current Liabilities (but only to

the extent taken into consideration for purposes of the Closing Working Capital).

“Indemnified Party” has the meaning set forth in Section 9.05.

“Indemnifying Party” has the meaning set forth in Section 9.05.

“Independent Accountant” has the meaning set forth in Section 2.04(c)(iii).

“Indemnity Payment Obligation” has the meaning set forth in Section 9.05(f).

“Information” means any data, results, and information of any type whatsoever, whether tangible

or intangible and regardless of the form or medium, including know-how, trade secrets, expertise,

WEST\275532193.26 8

knowledge, practices, techniques, methods, processes, protocols, inventions, discoveries, developments,

unpublished patent applications, operating records, development reports, instructions, processes,

formulas, inventions, manufacturing technology, validations, package specifications, copies of the

processing records (manufacturing and packaging), specifications, test methods, data, samples and

prototypes, non-clinical and clinical data, product and raw material specifications and test methods,

formulations, formulae, materials or compositions of matter of any type or kind (patentable or otherwise),

packaging component specifications, labeling specifications, manufacturing in-process and finished

product specifications and test methods, drawings and technology, assays, screens, software, algorithms,

models, data, databases, database rights, patent data, stability, technology, test data and results (including

pharmacological, biological, biochemical, toxicological and clinical test data), analytical and quality

control data, results or descriptions, studies and procedures, development, manufacturing and distribution

costs, and marketing and other reports.

“Insurance Policies” has the meaning set forth in Section 3.15.

“Intellectual Property” means all intellectual property and industrial property rights and assets,

and all rights, interests and protections that are associated with, similar to, or required for the exercise of,

any of the foregoing, however arising, pursuant to the Laws of any jurisdiction throughout the world,

whether registered or unregistered, including any and all: (a) trademarks, service marks, trade names,

brand names, slogans, logos, trade dress, design rights and other similar designations of source,

sponsorship, association or origin, and general intangibles of like nature, whether registered or

unregistered, and pending registrations and applications to register the foregoing, together with the

goodwill connected with the use of and symbolized by, and all registrations, applications and renewals

for, any of the foregoing; (b) internet domain names, whether or not trademarks, registered in any top-

level domain by any authorized private registrar or Governmental Authority, web addresses, web pages,

websites and related content, accounts with Twitter, Facebook and other social media companies and the

content found thereon and related thereto, and URLs; (c) works of authorship, expressions, designs and

design registrations, whether or not copyrightable, including copyrights, author, performer, moral and

neighboring rights, and all registrations, applications for registration and renewals of such copyrights

whether registered or unregistered, and pending applications to register the same; (d) inventions,

discoveries, business and technical information and Know-How, databases, data collections, proprietary

processing, including CellRight Processing Technology, and other confidential and proprietary

information and all rights therein; (e) trade secrets and confidential ideas, Know-How, concepts, methods,

processes, formulae, technology, algorithms, models, reports, data, customer lists, supplier lists, business

plans and other proprietary information, all of which derive value, monetary or otherwise, from being

maintained in confidence (“Trade Secrets”), (f) patents (including all reissues, divisionals, provisionals,

continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof),

patent applications, patent disclosures, and other patent rights and any other Governmental Authority-

issued indicia of invention ownership (including inventor's certificates, petty patents and patent utility

models) industrial designs, inventions (whether or not patentable or reduced to practice) and

improvements thereto; and (g) software and firmware, including data files, source code, object code,

application programming interfaces, architecture, files, records, schematics, computerized databases and

other related specifications and documentation.

“Interim Balance Sheet” has the meaning set forth in Section 3.05.

“Interim Balance Sheet Date” has the meaning set forth in Section 3.05.

“Interim Financial Statements” has the meaning set forth in Section 3.05.

“Key Employees” means Jesus Hernandez, Dean Mueller and Robin Sullivan.

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“Knowledge of Company” or “Company’s Knowledge” or any other similar knowledge

qualification, means the actual knowledge of Jesus Hernandez, Chief Executive Officer of the Company,

Dr. Robin Sullivan, Vice President of Regulatory Affairs of the Company and Dean Mueller, Vice

President of Operations of the Company after due inquiry of the employees of the Company who are

responsible for the matter in question. None of the individuals listed in this definition shall have any

personal liability with respect to such Company’s Knowledge.

“Know-How” means all factual knowledge or Information that gives a Person the ability to

develop, produce, manufacture or market something that it otherwise would not have known how to

develop, produce, manufacture or market.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty,

common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Liabilities” has the meaning set forth in Section 3.06.

“Loss Certificate” has the meaning set forth in Section 9.05(e).

“Losses” means losses, damages, liabilities, deficiencies, judgments, interest, awards, penalties,

fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing

any right to indemnification hereunder and the cost of pursuing any applicable insurance coverage;

provided, however, that “Losses” shall not include punitive damages or other damages described in

Section 9.04(i), except in the case actually awarded to a Governmental Authority or other third party

(other than any Affiliate of an Indemnified Party).

“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) or assets of the Company, or (b) the

ability of Sellers to consummate the transactions contemplated hereby on a timely basis; provided,

however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or

change, directly or indirectly, arising out of or attributable to: (a) general economic or political

conditions; (b) conditions generally affecting the industries in which the Company operates; (c) any

changes in financial or securities markets in general; (d) act of war (whether or not declared), armed

hostilities or terrorism, or the escalation or worsening thereof; (e) any action required or permitted by this

Agreement; (f) any changes or prospective changes in applicable Laws or accounting rules, including

GAAP; (g) any actions taken or omitted in the course of performing obligations hereunder or which are

taken with Buyer’s consent or not taken because Buyer did not give its consent, (h) the effect of any

action taken by Buyer or any of its Affiliates with respect to the transactions contemplated hereby, or (i)

the public announcement, pendency or completion of the transactions contemplated by this Agreement;

provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (a)

through (d) immediately above shall be taken into account in determining whether a Material Adverse

Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence,

fact, condition or change has a disproportionate effect on the Company compared to other participants in

the industries in which the Company conducts its businesses.

“Material Contracts” has the meaning set forth in Section 3.08(a).

“Material Customers” has the meaning set forth in Section 3.14(a).

“Material Suppliers” has the meaning set forth in Section 3.14(b).

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“Membership Interests” has the meaning set forth in the recitals.

“Milestone Advance Payment” has the meaning set forth in Section 2.07(b).

“Milestone Certificate” has the meaning set forth in Section 2.07(d).

“Milestone Consideration” has the meaning set forth in Section 2.02.

“Milestone Payment” has the meaning set forth in Section 2.07.

“Milestone Resolution Period” has the meaning set forth in Section 2.07(e)(ii).

“Milestone Review Period” has the meaning set forth in Section 2.07(e)(i).

“Milestone Sellers” means each of the Sellers other than the Non-Milestone Sellers.

“Milestone Statement of Objections” has the meaning set forth in Section 2.07(e)(ii).

“Multiemployer Plan” has the meaning set forth in Section 3.24(c).

“Non-Milestone Sellers” means Vise Lion, Ltd. and Hugocellr, Ltd.

“Non-U.S. Benefit Plan” has the meaning set forth in Section 3.24(a).

“NRF” has the meaning set forth in Section 2.03(b).

“Ordinary Course of Business” means the ordinary and usual course of operations of the

business of the Company through the date hereof consistent with past practice.

“Organizational Documents” means (a) in the case of a Person that is a corporation, its articles

or certificate of incorporation and its by-laws, regulations or similar governing instruments required by

the Laws of its jurisdiction of formation or organization; (b) in the case of a Person that is a partnership,

its articles or certificate of partnership, formation or association, and its partnership agreement (in each

case, limited, limited liability, general or otherwise); (c) in the case of a Person that is a limited liability

company, its articles or certificate of formation or organization, and its limited liability company

agreement or operating agreement; and (d) in the case of a Person that is none of a corporation,

partnership (limited, limited liability, general or otherwise), limited liability company or natural person,

its governing instruments as required or contemplated by the laws of its jurisdiction of organization.

“Pass-Through Tax Returns” means income Tax Returns of the Company for taxable periods

ending on or before the Closing Date and for which the items of income, gain, credit, loss or deduction

flow directly through to the Sellers.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations,

certificates, regulatory clearance, variances and similar rights obtained, or required to be obtained, from

Governmental Authorities.

“Permitted Encumbrances” has the meaning set forth in Section 3.09(a).

“Period” has the meaning set forth in Section 2.07(d).

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“Person” means an individual, corporation, partnership, joint venture, limited liability company,

Governmental Authority, unincorporated organization, trust, association, or other entity.

“Placing Agreement” has the meaning set forth in Section 5.07.

“Placing Shares” has the meaning set forth in Section 5.07.

“Post-Closing Tax Period” means any taxable period beginning after the Closing Date and, with

respect to any taxable period beginning before and ending after the Closing Date, the portion of such

taxable period beginning after the Closing Date.

“Post-Closing Taxes” means Taxes of the Company for any Post-Closing Tax Period.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and,

with respect to any taxable period beginning before and ending after the Closing Date, the portion of such

taxable period ending on and including the Closing Date.

“Pre-Closing Taxes” means Taxes of the Company for any Pre-Closing Tax Period.

“Privileged Communications” has the meaning set forth in Section 11.15(c).

“Pro Rata Percentage” means with respect to a Milestone Seller, the percentage set forth

opposite such Person’s name under the heading “Pro Rata Percentage” on the Spreadsheet.

“Pro Rata Share” means with respect to a Seller, the percentage set forth opposite such Person’s

name under the heading “Pro Rata Share” on the Spreadsheet.

“Purchase Price” has the meaning set forth in Section 2.02.

“Qualified Benefit Plan” has the meaning set forth in Section 3.24(c).

“Real Property” means the real property owned by, or leased or subleased to, the Company,

together with all buildings, structures and facilities owned, leased or subleased by the Company and

located thereon.

“Reconciled Closing Cash Consideration” has the meaning set forth in Section 2.04(c)(vi).

“Reconciled Closing Working Capital” has the meaning set forth in Section 2.04(b).

“Reconciled Closing Working Capital Statement” has the meaning set forth in Section 2.04(b).

“Regulatory Documentation” means all (a) documentation comprising Permits or other approvals

by a Governmental Authority, and (b) correspondence and reports submitted to or received from

Governmental Authority (including minutes and official contact reports relating to any written

communications with any such Governmental Authority) and all supporting documents with respect

thereto, including all regulatory lists, advertising and promotion documents and adverse event files.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting,

emptying, discharging, injecting, escaping, leaching, dumping, abandoning, disposing or allowing to

escape or migrate into or through the environment (including, without limitation, ambient air (indoor or

outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure,

facility or fixture).

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“Representative” means, with respect to any Person, any and all directors, managing members,

managers, officers, employees, consultants, financial advisors, legal counsel, accountants and other agents

and representatives of such Person.

“Resolution Period” has the meaning set forth in Section 2.04(c)(ii).

“Restricted Business” means any business of developing, processing, manufacturing, selling,

marketing or otherwise commercializing any products that compete directly with the CellRight Products

or Buyer’s or its Affiliate’s current product portfolio & pipeline.

“Review Period” has the meaning set forth in Section 2.04(c)(i).

“S&M Restricted Period” means the period commencing on the Closing Date and ending on the

two-year anniversary of the Closing Date.

“Second Accelerated Milestone Amount” has the meaning set forth in Section 2.07(f)(iv).

“Second Milestone Period” means the period beginning on the first day of the thirteenth full

fiscal month of Buyer that begins after the Closing Date and ending on the last day of the twenty-fourth

(24th) full fiscal month of Buyer that begins after the Closing Date.

“Second Milestone Revenue Target” has the meaning set forth in Section 2.07(c).

“Securities Act” has the meaning set forth in Section 5.05.

“Section 503” has the meaning set forth in Section 3.25(h).

“Seller” has the meaning set forth in the preamble.

“Seller Indemnitees” has the meaning set forth in Section 9.03.

“Seller Parties” has the meaning set forth in Section 11.15(b).

“Seller Representative” has the meaning set forth in the preamble.

“Seller Representative Expense Fund” means $250,000.

“Sellers” has the meaning set forth in the preamble.

“Sellers’ Accountants” means Akin, Doherty, Klein & Feuge, P.C.

“Set-Off Rights” has the meaning set forth in Section 2.09.

“Settlement Notice” has the meaning set forth in Section 9.05(a).

“Settlement Rejection Notice” has the meaning set forth in Section 9.05(a).

“Spreadsheet” has the meaning set forth in Section 2.08.

“Statement of Objections” has the meaning set forth in Section 2.04(c)(ii).

“Straddle Period” has the meaning set forth in Section 7.04.

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“Tail Policy” has the meaning set forth in Section 6.10(b).

“Target Working Capital” means $2,285,114.

“Tax Claim” has the meaning set forth in Section 7.05(a).

“Tax Return” means any return, declaration, report, claim for refund, information return, or

statement or other document relating to Taxes, including any schedule or attachment thereto, and

including any amendment thereof.

“Taxes” means all U.S. federal, state, local, foreign and other income, gross receipts, sales, use,

production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use,

withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp,

occupation, premium, property (real or personal), escheat or unclaimed property, real property gains,

windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever,

whether disputed or not, together with any interest, additions or penalties with respect thereto and any

interest in respect of such additions or penalties.

“Territory” means North America, including Mexico.

“Third Party Claim” has the meaning set forth in Section 9.05(a).

“Trade Secret SOP” has the meaning set forth in Section 3.11(k).

“Transaction Documents” means this Agreement, the Assignment Agreement and the Escrow

Agreement.

“Unadjusted Closing Cash Consideration” has the meaning set forth in Section 2.03(c)(i).

“Union” has the meaning set forth in Section 3.25(d).

“Units” has the meaning ascribed to such term in the Company Operating Agreement.

“VEVRAA” has the meaning set forth in Section 3.25(h).

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, and

similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment

losses.

ARTICLE II

PURCHASE AND SALE

Section 2.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the

Closing, Sellers shall sell to Buyer and Buyer shall purchase from Sellers, all of Sellers’ right, title, and

interest in and to the Membership Interests, free and clear of all Encumbrances (other than the restrictions

set forth in the Company Operating Agreement (including any restrictions on use, voting, transfer, receipt

of income or exercise of any other attributes of ownership set forth in the Company Operating

Agreement) or imposed by federal and state securities laws), for the consideration specified in Section

2.02. Prior to the Closing, the Company shall distribute the Company Closing Cash to the Sellers.

Section 2.02 Consideration for Membership Interests. The aggregate purchase price for the

Membership Interests shall be $25,927,597.09, as such amount is adjusted pursuant to Section 2.04 (the

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“Base Purchase Price”), plus an amount of up to $4,072,402.91 based on the achievement of certain

milestones (the “Milestone Consideration” and together with the Base Purchase Price, collectively, the

“Purchase Price”).

Section 2.03 Transactions to be Effected Prior to Admission and on the Closing Date.

(a) Prior to Admission, Buyer shall deliver to each of DLA Piper LLP (US) and

DLA Piper UK LLP (collectively, “DLA”) each of the following agreements, documents,

instruments and certificates to be held in escrow by DLA pursuant to an irrevocable instruction

from Buyer to DLA to release such agreements, documents, instruments and certificates from

escrow and to deliver such agreements, documents, instruments and certificates to Sellers, Seller

Representative and Escrow Agent, as applicable, upon Buyer’s delivery of the payments set forth

in Section 2.03(c):

(i) the Transaction Documents and all other agreements, documents,

instruments or certificates required to be delivered by Buyer or Guarantor at or prior to

the Closing pursuant to Section 8.03 of this Agreement.

(b) Prior to Admission, Sellers shall deliver to Norton Rose Fulbright US LLP

(“NRF”) each of the following agreements, documents, instruments and certificates to be held in

escrow by NRF pursuant to an irrevocable instruction from Sellers to NRF to release such

agreements, documents, instruments and certificates from escrow and to deliver such agreements,

documents, instruments and certificates to Buyer upon Buyer’s delivery of the payments set forth

in Section 2.03(c):

(i) the pay-off documents and all instruments and documents necessary to

release any and all liens securing Indebtedness of the Company, including any necessary

UCC termination statements or other releases, in each case, in form and substance

reasonably satisfactory to Buyer;

(ii) an instrument of assignment of the Membership Interests owned by each

Seller, duly executed by each such Person for transfer to Buyer, in the form attached

hereto as Exhibit C (the “Assignment Agreement”); and

(iii) the Transaction Documents and all other agreements, documents,

instruments or certificates required to be delivered by Sellers at or prior to the Closing

pursuant to Section 8.02 of this Agreement.

(c) On or prior to 4:00 p.m. (Eastern Daylight Time) on the Closing Date, Buyer

shall deliver each of the following:

(i) To the Sellers, the aggregate amount of $21,650,000 (the “Unadjusted

Closing Cash Consideration”), (i) plus the amount, if any, by which the Estimated

Closing Working Capital exceeds the Target Working Capital; provided that such

amount, if any, shall not exceed $100,000; (ii) less the amount, if any, by which the

Target Working Capital exceeds the Estimated Closing Working Capital; provided that

such amount, if any, shall not exceed $100,000; and (iii) less the Seller Representative

Expense Fund (the Unadjusted Closing Cash Consideration as adjusted pursuant to

clauses (i), (ii), and (iii) hereof, is referred to herein as the “Closing Cash

Consideration”), by wire transfer of immediately available funds to Sellers in the

respective amounts, and to the respective accounts, designated in the Spreadsheet;

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(ii) To the Escrow Agent, an amount equal to $2,036,201.46 (the “Escrow

Amount”), by wire transfer of immediately available funds to an escrow account

designated pursuant to the terms of an Escrow Agreement substantially in the form set

forth as Exhibit B hereto (the “Escrow Agreement”) to be executed by and among Buyer,

Seller Representative and the Escrow Agent. The Escrow Amount will be held in an

interest-bearing escrow account (the “Escrow Fund”) for the benefit of the Milestone

Sellers to satisfy indemnification claims of Buyer that may arise under this Agreement

and will be distributed in accordance with the provisions of this Agreement and the

Escrow Agreement; and

(iii) To the Non-Milestone Sellers, the aggregate amount equal to

$1,991,395.63 by wire transfer of immediately available funds to the Non-Milestone

Sellers in the respective amounts, and to the respective accounts, designated in the

Spreadsheet.

(iv) To a separate bank account designated by the Seller Representative, the

Seller Representative Expense Fund.

Section 2.04 Purchase Price Adjustment.

(a) Estimated Closing Working Capital. At least three (3) Business Days before the

Closing, the Company shall prepare and deliver to Buyer a statement setting forth its good faith

estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which

statement shall contain an estimated balance sheet of the Company as of the Closing Date

(without giving effect to the transactions contemplated herein), a calculation of Estimated Closing

Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the

Chief Executive Officer of the Company that the Estimated Closing Working Capital Statement

was prepared in accordance with GAAP applied using the same accounting methods, practices,

principles, policies and procedures, with consistent classifications, judgments and valuation and

estimation methodologies that were used in the preparation of the Audited Financial Statements

for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was

being prepared and audited as of a fiscal year end.

(b) Post-Closing Adjustment of Closing Working Capital. Within sixty (60) days

after the Closing Date, Buyer shall prepare and deliver to Seller Representative a statement

setting forth its good faith calculation of Closing Working Capital (the “Reconciled Closing

Working Capital”), which statement shall contain a balance sheet of the Company as of the

Closing Date (without giving effect to the transactions contemplated herein), Buyer’s calculation

of Closing Working Capital (the “Reconciled Closing Working Capital Statement”) (providing

reasonable detail of each component included in the calculation of the Current Assets of the

Company and the Current Liabilities of the Company) and a certificate of the Chief Financial

Officer of Buyer that the Reconciled Closing Working Capital Statement was prepared in

accordance with GAAP applied using the same accounting methods, practices, principles, policies

and procedures, with consistent classifications, judgments and valuation and estimation

methodologies that were used in the preparation of the Audited Financial Statements for the most

recent fiscal year end as if such Reconciled Closing Working Capital Statement was being

prepared and audited as of a fiscal year end. If Buyer fails to deliver the Reconciled Closing

Working Capital Statement within sixty (60) days after the Closing Date, the Estimated Closing

Working Capital reflected in the Estimated Closing Working Capital Statement shall be deemed

to have been accepted by Buyer and be the final and binding amount of Closing Working Capital

and no adjustment shall be made pursuant to Section 2.04(c)(vi).

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(c) Examination and Review.

(i) Examination. After receipt of the Reconciled Closing Working Capital

Statement, the Seller Representative (on behalf of the Sellers) shall have thirty (30) days

(the “Review Period”) to review and object to the Reconciled Closing Working Capital

Statement. During the Review Period, Seller Representative and Sellers’ Accountants

and other advisers shall have full access to the books and records of the Company, the

personnel of, and work papers prepared by, Buyer and/or Buyer’s Accountants or other

advisers to the extent that they relate to the Reconciled Closing Working Capital

Statement and to such historical financial information of the Company (to the extent in

Buyer’s or its Affiliates’ possession or control) relating to the Reconciled Closing

Working Capital Statement as Seller Representative (on behalf of the Sellers) may

reasonably request for the purpose of reviewing the Reconciled Closing Working Capital

Statement and to prepare a Statement of Objections (defined below), provided, that such

access shall be in a manner that does not unreasonably interfere with the normal business

operations of Buyer or the Company.

(ii) Objection. On or prior to the last day of the Review Period, Seller

Representative (on behalf of the Sellers) may object to the Reconciled Closing Working

Capital Statement by delivering to Buyer a written statement setting forth Seller

Representative’s objections in reasonable detail, indicating each disputed item or amount

and the basis for Seller Representative’s disagreement therewith (the “Statement of

Objections”). If Seller Representative (on behalf of the Sellers) fails to deliver the

Statement of Objections before the expiration of the Review Period, the Reconciled

Closing Working Capital reflected in the Reconciled Closing Working Capital Statement

shall be deemed to have been accepted by Seller Representative (on behalf of the Sellers)

and be the final and binding amount of Closing Working Capital for purposes of making

the adjustment required pursuant to Section 2.04(c)(vi). If Seller Representative (on

behalf of the Sellers) delivers the Statement of Objections before the expiration of the

Review Period, Buyer and Seller Representative (on behalf of the Sellers) shall negotiate

in good faith to resolve such objections within thirty (30) days after the delivery of the

Statement of Objections (the “Resolution Period”), and, if all such objections are

resolved within the Resolution Period, then the amount of the Closing Working Capital

so agreed in writing by Buyer and Seller Representative (on behalf of the Sellers), shall

be the final and binding amount of Closing Working Capital for purposes of making any

adjustment required pursuant to Section 2.04(c)(vi).

(iii) Resolution of Disputes. If Seller Representative (on behalf of the

Sellers) and Buyer fail to reach an agreement with respect to all of the matters set forth in

the Statement of Objections before expiration of the Resolution Period, then any amounts

remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office

of BDO USA, LLP or, if BDO USA, LLP is unable to serve, Buyer and Seller

Representative (on behalf of the Sellers) shall appoint by mutual agreement the office of

an impartial nationally recognized firm of independent certified public accountants other

than Sellers’ Accountants or Buyer’s Accountants (the “Independent Accountant”) who,

acting as experts and not arbitrators, shall resolve the Disputed Amounts only. The

Independent Accountant shall only decide the specific items under dispute by the parties

(without regard to materiality) and the Independent Accountant’s decision for each

Disputed Amount must be within the range of values assigned to each such item in the

Reconciled Closing Working Capital Statement and the Statement of Objections,

respectively.

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(iv) Fees of the Independent Accountant. The fees and expenses of the

Independent Accountant shall be paid by Sellers, on the one hand, and by Buyer, on the

other hand, based upon the percentage that the amount actually contested but not awarded

to Seller Representative (on behalf of the Sellers) or Buyer, respectively, bears to the

aggregate amount actually contested by Seller Representative (on behalf of the Sellers)

and Buyer, which allocation of fees and expenses shall be determined by the Independent

Accountant.

(v) Determination by Independent Accountant. The Independent Accountant

shall make a determination as soon as practicable within thirty (30) days (or such other

time as the parties hereto shall agree in writing) after their engagement, and their

resolution of the Disputed Amounts and their calculation of the Closing Working Capital

(after taking into account their resolution of the Disputed Amounts) will be the final

amount of the Closing Working Capital for purposes of making any adjustment required

pursuant to Section 2.04(c)(vi) and shall be conclusive and binding upon the parties

hereto and all other interested Persons.

(vi) Payments of Post-Closing Adjustment. Following the determination of

the final Closing Working Capital pursuant to Section 2.04(c)(ii), and if necessary

pursuant to Section 2.04(c)(iii) and Section 2.04(c)(v), the amount of Closing Cash

Consideration (originally calculated in, and paid to the Sellers pursuant to, Section

2.03(c)(i)) shall be recalculated using the final Closing Working Capital (the “Reconciled

Closing Cash Consideration”). The amount, if any, by which the Reconciled Closing

Cash Consideration exceeds the Closing Cash Consideration paid to Sellers on the

Closing Date pursuant to Section 2.03(c)(i) shall be paid by Buyer by wire transfer of

immediately available funds to such account or accounts as Seller Representative may

designate for disbursement to Sellers; provided that such amount, if any, shall not exceed

$100,000. The amount, if any, by which the Closing Cash Consideration paid to Sellers

on the Closing Date pursuant to Section 2.03(c)(i) exceeds the Reconciled Closing Cash

Consideration shall be paid by Seller Representative (on behalf of the Sellers) by wire

transfer of immediately available funds to such account as Buyer may designate for

disbursement to Buyer; provided that such amount, if any, shall not exceed $100,000.

Any payment pursuant to this Section 2.04(c)(vi) will be due and payable within five (5)

Business Days following determination of the final Closing Working Capital pursuant to

Section 2.04(c)(ii) and, if necessary Section 2.04(c)(iii) and Section 2.04(c)(v).

(d) Adjustments for Tax Purposes. Any payments made pursuant to Section

2.04(c)(vi) shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes,

unless otherwise required by Law.

Section 2.05 Closing. Subject to the terms and conditions of this Agreement, the purchase

and sale of the Membership Interests contemplated hereby shall take place simultaneously with and upon

the occurrence of Admission (the “Closing”) to be effected via the electronic exchange of documents and

signatures, following the satisfaction or waiver of the conditions to Closing set forth in Article VIII (other

than conditions which, by their nature, are to be satisfied at Closing) (the day on which the Closing takes

place being the “Closing Date”).

Section 2.06 Withholding Tax. The Company shall provide Buyer with a certificate meeting

the requirements of Treasury Regulations Section 1.1445-11T(d)(2) (the “FIRPTA Certificate”) and each

Seller shall provide, as applicable, a completed Form W-8 or W-9. Buyer and the Company shall be

entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this

WEST\275532193.26 18

Agreement such amounts that Buyer and the Company may be required to deduct and withhold under any

provision of Tax Law; provided, however, that except with respect to any required withholding resulting

from the failure by the Company to deliver the FIRPTA Certificate or by a Seller to deliver, as applicable,

a completed Form W-8 or W-9 at least three (3) days prior to the Closing, Buyer shall give the applicable

Seller sufficient advance notice prior to any such withholding to permit such Seller to take any reasonably

available steps to eliminate or minimize such withholding. All such withheld amounts shall be treated as

delivered to Sellers hereunder.

Section 2.07 Milestone Payments. After the Closing, Buyer will make additional payments

to the Milestone Sellers (each, a “Milestone Payment”) on the terms and subject to the conditions set

forth in this Section 2.07. Milestone Payments will be calculated with respect to Gross Revenue over two

periods, the First Milestone Period and the Second Milestone Period.

(a) First Milestone Period. If Gross Revenue during the First Milestone Period

equals or exceeds seven million dollars ($7,000,000) (the “First Milestone Revenue Target”),

Buyer will make a Milestone Payment to the Milestone Sellers in an amount equal to

$2,036,201.46 as further described in Section 2.07(d). If Gross Revenue during the First

Milestone Period is less than the First Milestone Revenue Target, but is equal to or greater than

six million dollars ($6,000,000), Buyer will make a Milestone Payment to the Milestone Sellers

(as further described in Section 2.07(d)) in an amount determined pursuant to the following

formula:

First MP = ((C-A)/(B-A)) * D

For purposes of the foregoing formula, the following definitions shall apply:

(i) “First MP” shall mean the aggregate amount of the Milestone Payment

for the First Milestone Period;

(ii) “A” shall mean six million dollars ($6,000,000);

(iii) “B” shall mean seven million dollars ($7,000,000);

(iv) “C” shall mean the Gross Revenue during the First Milestone Period; and

(v) “D” shall mean two million dollars ($2,000,000).

(b) Milestone Advance Payment. In addition to the Milestone Payment earned, if

any, pursuant to Section 2.07(a), if Gross Revenue during the First Milestone Period equals or

exceeds ten million dollars ($10,000,000), then Buyer will make an additional Milestone Payment

to the Milestone Sellers in the amount equal to one million dollars ($1,000,000) (the “Milestone

Advance Payment”) as further described in Section 2.07(d).

(c) Second Milestone Period. If Gross Revenue during the Second Milestone Period

equals or exceeds twelve million five hundred thousand dollars ($12,500,000) (the “Second

Milestone Revenue Target”), Buyer will make a Milestone Payment to the Milestone Sellers in

an amount equal to $2,036,201.46 less the amount of the Milestone Advance Payment, if any,

paid to the Milestone Sellers pursuant to Section 2.07(b). If Gross Revenue during the Second

Milestone Period is less than the Second Milestone Revenue Target, but is equal to or greater than

ten million dollars ($10,000,000), Buyer will make a Milestone Payment to the Milestone Sellers

WEST\275532193.26 19

(as further described in Section 2.07(d)) in an amount, in the aggregate, determined pursuant to

the following formula:

Second MP = (((C-A)/(B-A)) * D) - AP

For purposes of the foregoing formula, the following definitions shall apply:

(i) “Second MP” shall mean the aggregate amount of the Milestone

Payment for the Second Milestone Period;

(ii) “A” shall mean ten million dollars ($10,000,000);

(iii) “B” shall mean twelve million five hundred thousand dollars

($12,500,000);

(iv) “C” shall mean Gross Revenue during the Second Milestone Period;

(v) “D” shall mean two million dollars ($2,000,000);

(vi) “AP” shall mean the aggregate amount of the Milestone Advance

Payment, if any, paid to the Milestone Sellers pursuant to Section 2.07(b);

(d) Milestone Certificate and Payment of Undisputed Amount. As soon as

practicable after the end of the First Milestone Period and the Second Milestone Period (each, a

“Period”) (but in no event later than the fortieth (40th) day following the end of such Period), (i)

Buyer shall deliver to Seller Representative a certificate executed by the Chief Financial Officer

of Buyer (each, a “Milestone Certificate”), setting forth Buyer’s good faith determination of

Gross Revenue for such Period and Buyer’s calculation of the First MP, any Milestone Advance

Payment and the Second MP (as applicable) in accordance with the terms of this Agreement for

such Period and (ii) Buyer shall pay an aggregate amount equal to (A) the First MP and any

Milestone Advance Payment for the First Milestone Period, and (B) the Second MP for the

Second Milestone Period, in each case, as set forth in the Milestone Certificate by wire transfer of

immediately available funds to the Milestone Sellers in accordance with their respective Pro Rata

Percentage. In no event shall the aggregate Milestone Payments exceed $4,072,402.92.

(e) Examination and Review; Dispute Resolution.

(i) Examination. After receipt of the Milestone Certificate for each Period,

Seller Representative (on behalf of Milestone Sellers) shall have thirty (30) days (the

“Milestone Review Period”) to review and object to the Milestone Certificate. During

the Milestone Review Period, Seller Representative (on behalf of Milestone Sellers) and

Sellers’ Accountants and other advisors shall have full access to the books and records of

the Company, the personnel of, and work papers prepared by, Buyer, its Affiliates and/or

Buyer’s Accountants to the extent that they relate to the determinations and calculations

set forth in the Milestone Certificate as Seller Representative (on behalf of Milestone

Sellers) may reasonably request for the purpose of reviewing such determinations and

calculations and to prepare a Milestone Statement of Objections (defined below),

provided that such access shall be in a manner that does not unreasonably interfere with

the normal business operations of Buyer or the Company.

WEST\275532193.26 20

(ii) Objection. On or prior to the last day of the Milestone Review Period,

Seller Representative (on behalf of Milestone Sellers) may object to one or more of the

determinations and calculations set forth in the Milestone Certificate by delivering to

Buyer a written statement setting forth Seller Representative’s objections in reasonable

detail, indicating each disputed amount and the basis for Seller Representative’s

disagreement therewith (the “Milestone Statement of Objections”). If Seller

Representative (on behalf of Milestone Sellers) fails to deliver the Milestone Statement of

Objections before the expiration of the Milestone Review Period, the Milestone

Certificate for such Period and the amount of the Milestone Payment(s) set forth in such

Milestone Certificate shall be deemed to have been accepted by Seller Representative (on

behalf of Milestone Sellers). If Seller Representative (on behalf of Milestone Sellers)

delivers the Milestone Statement of Objections before the expiration of the Milestone

Review Period, Buyer and Seller Representative (on behalf of Milestone Sellers) shall

negotiate in good faith to resolve such objections within thirty (30) days after the delivery

of the Milestone Statement of Objections (the “Milestone Resolution Period”), and, if the

same is so resolved within the Milestone Resolution Period, the calculation of the

Milestone Payment(s) for such Period, with such changes as may have been previously

agreed in writing by Buyer and Seller Representative (on behalf of Milestone Sellers),

shall be final and binding.

(iii) Resolution of Disputes. If Seller Representative (on behalf of Milestone

Sellers) and Buyer fail to reach an agreement with respect to all of the matters set forth in

the Milestone Statement of Objections before expiration of the Milestone Resolution

Period, then any amounts remaining in dispute (“Disputed Milestone Amounts”) shall be

submitted for resolution to the Independent Accountant who, acting as experts and not

arbitrators, shall resolve the Disputed Milestone Amounts only and make any adjustments

to the Milestone Payments for such Period. The parties hereto agree that all adjustments

shall be made without regard to materiality. The Independent Accountant shall decide

only the specific items under dispute by the parties and their decision for each Disputed

Milestone Amount must be within the range of values assigned to each such item in the

Milestone Certificate and the Milestone Statement of Objections, respectively.

(iv) Fees of the Independent Accountant. The fees and expenses of the

Independent Accountant shall be paid by Milestone Sellers, on the one hand, and by

Buyer, on the other hand, based upon the percentage that the amount actually contested

but not awarded to Seller Representative (on behalf of Milestone Sellers) or Buyer,

respectively, bears to the aggregate amount actually contested by Seller Representative

(on behalf of Milestone Sellers) and Buyer, such allocation to be determined by the

Independent Accountants.

(v) Determination by Independent Accountant. The Independent Accountant

shall make a determination as soon as practicable within thirty (30) days (or such other

time as the parties hereto shall agree in writing) after their engagement, and their

resolution of the Disputed Milestone Amounts and their adjustments to the applicable

Milestone Payment(s) shall be conclusive and binding upon the parties hereto and all

other interested parties.

(vi) Payment of Adjustment. Any increase in the amount of the Milestone

Payment(s) agreed to by Buyer, or determined by the Independent Accountant shall be

due within five (5) Business Days following such agreement or determination and be paid

in the manner set forth in Section 2.07.

WEST\275532193.26 21

(f) Milestone Protection Covenants. Buyer covenants to Milestone Sellers that at all

times during the period beginning on the Closing Date and ending on the last day of the Second

Milestone Period, Buyer shall, and shall cause its Affiliates (including the Company) to, comply

with, observe and satisfy the following obligations and restrictions:

(i) Buyer will operate the Company, and will cause the Company to operate,

in the Ordinary Course of Business, and will provide the Company with adequate

working capital in which to conduct the Company’s business in the Ordinary Course of

Business.

(ii) Other than due to termination for Cause, Buyer shall not, and shall not

permit the Company to, transfer, terminate or re-assign the employment of any employee

of the Company set forth on Section 2.07(f)(ii) of the Disclosure Schedule with the

primary motivation, intention or purpose of reducing, avoiding or delaying the payment

of any Milestone Payment. In the event of any transfer, termination or re-assignment of

the employment of any employee set forth on Section 2.07(f)(ii) of the Disclosure

Schedule, Buyer will, and shall cause the Company to, use commercially reasonable

efforts to promptly retain comparably skilled and experienced replacement workers (as

determined in Buyer’s sole reasonable discretion), except to the extent that the hiring of

any replacement worker would not be commercially reasonable in light of the likelihood

of the underutilization of such worker in the Company’s business (as determined in

Buyer’s sole reasonable discretion).

(iii) In addition to, and without limitation of, the foregoing covenants,

(A) Buyer will use its commercially reasonable efforts to cause the Company to

maximize the recognition of Gross Revenue during each of the Periods and (B) Buyer

shall not, and shall not permit the Company to, enter into any transaction or take or omit

to take any action that is primarily motivated by an intention, or of which the primary

purpose is, to reduce, avoid or delay the payment of any Milestone Payment.

(iv) If a Buyer Change of Control occurs at any time during the First

Milestone Period, Buyer shall, contemporaneously with the effectiveness of such Buyer

Change of Control, make a final Milestone Payment in an amount (the “First Accelerated

Milestone Amount”) equal to $4,072,402.92 without regard to the amount of Gross

Revenue accumulated as of such time. If a Buyer Change of Control occurs at any time

during the Second Milestone Period, Buyer shall, contemporaneously with the

effectiveness of such Buyer Change of Control, make a final Milestone Payment in an

amount (the “Second Accelerated Milestone Amount”) equal to $2,036,201.46, less the

aggregate amount of any Milestone Advance Payment previously paid by Buyer pursuant

to Section 2.07(b), without regard to the amount of Gross Revenue accumulated as of

such time. Buyer shall pay the First Accelerated Milestone Amount or the Second

Accelerated Milestone Amount, to the extent applicable, by wire transfer of immediately

available funds to the Milestone Sellers in accordance with their respective Pro Rata

Percentage. Upon the payment of such amount, the obligations of Buyer to make any

further Milestone Payments pursuant Section 2.07(c) and to comply with the covenants

set forth in Section 2.07(f) shall terminate. In no event shall the aggregate Milestone

Payments exceed $4,072,402.92. “Buyer Change of Control” means any of the

following events:

(1) the sale, lease, exchange or other disposition (other than

a mortgage, pledge, hypothecation or grant of any other security interest to secure a bona fide obligation

WEST\275532193.26 22

to repay borrowed money) of fifty percent (50%) or more of the assets or profit- or revenue-generating

capacity of Buyer and its subsidiaries, taken together;

(2) the disposition (whether by sale, license, transfer or

otherwise) of any material assets of the Company (other than the sale of inventory in the ordinary course

of business, consistent with past practice) other than to an Affiliate or subsidiary of the Company;

(3) the consummation of a merger or consolidation of Buyer

with or into any other corporation or other entity in which the holders of the voting securities of Buyer

immediately prior to such merger or consolidation do not hold, immediately following such merger or

consolidation, securities of the surviving entity in such merger or consolidation (or any parent thereof)

representing fifty percent (50%) or more of the combined voting power of such Person’s then-outstanding

securities; or

(4) the consummation of any other transaction or series of

related transactions whereby any Person directly or indirectly becomes the beneficial owner (within the

meaning of Rule 13d-3 promulgated under the Securities and Exchange Act of 1934, as amended) of

voting securities of Buyer representing fifty percent (50%) or more of the combined voting power of

Buyer’s then-outstanding securities.

Section 2.08 Spreadsheet. The Company shall deliver to Buyer a spreadsheet (the

“Spreadsheet”), which shall be certified as complete and correct by an authorized officer of the Company

at least three (3) Business Days before the Closing Date, and which shall set forth (i) the name of each

Seller, (ii) the number and class of Units of the Company each Seller owns, (iii) the aggregate amount of

the Closing Cash Consideration that each Seller is entitled to receive under this Agreement, (iv) each

Milestone Seller’s Pro Rata Percentage applicable to any future Milestone Payments, (v) each Milestone

Seller’s Pro Rata Percentage of the Escrow Amount, (vi) each Seller’s wire instructions and (vii) the

calculation of the Closing Cash Consideration (including as a component thereof, (A) Estimated Closing

Working Capital, (B) the Company Transaction Expenses not paid prior to the Closing, and (C) the

aggregate amount of the Indebtedness of the Company as of the Closing.

Section 2.09 Set-Off Rights. Buyer shall have the right to set-off or deduct from any portion

of the Milestone Consideration that may become payable to Milestone Sellers hereunder amounts to

satisfy the indemnification obligations of the Milestone Sellers in accordance with, and subject to the

limitations set forth in Article IX (such rights, the “Set-Off Rights”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in a document of even date herewith and delivered by the Seller

Representative (on behalf of Sellers) to Buyer concurrently with the execution and delivery of this

Agreement and referring by numbered section (and, where applicable, by lettered subsection) to the

representations and warranties in this Article III (the “Disclosure Schedule”), the Company represents

and warrants to Buyer as of the date hereof except for representations and warranties that speak as of a

specific date, in which case as of such date:

Section 3.01 Organization, Authority and Qualification of the Company. The Company is

a limited liability company duly organized, validly existing and in good standing under the Laws of the

State of Delaware and has full limited liability company power and authority to own, operate or lease the

properties and assets now owned, operated or leased by it and to carry on its business as it has been and is

currently conducted. Section 3.01 of the Disclosure Schedule sets forth each jurisdiction in which the

WEST\275532193.26 23

Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do

business and is in good standing in each jurisdiction in which the properties owned or leased by it or the

operation of its business as currently conducted makes such licensing or qualification necessary except

where the failure to be so licensed or qualified would not have a Material Adverse Effect. All limited

liability company actions taken by the Company in connection with this Agreement and the other

Transaction Documents will be duly authorized on or prior to the Closing.

Section 3.02 Capitalization. The Membership Interests constitute 100% of the total issued

and outstanding Units of the Company. The Membership Interests have been duly authorized and are

validly issued, fully-paid and non-assessable. Upon consummation of the transactions contemplated by

this Agreement, Buyer shall own all of the Membership Interests, free and clear of all Encumbrances

(other than the restrictions set forth in the Company Operating Agreement (including any restrictions on

use, voting, transfer, receipt of income or exercise of any other attributes of ownership set forth in the

Company Operating Agreement) or imposed by federal and state securities laws). The Membership

Interests were issued in compliance with applicable Laws. The Membership Interests were not issued in

violation of the Company Organizational Documents or any other agreement, arrangement, or

commitment to which the Company is a party and are not subject to or in violation of any preemptive or

similar rights of any Person. There are no outstanding or authorized options, warrants, convertible

securities or other rights, agreements, arrangements or commitments of any character relating to any

membership interests in the Company or obligating the Company to issue or sell any membership

interests (including the Membership Interests), or any other interest, in the Company. Other than as set

forth in the Company Organizational Documents, there are no voting trusts, proxies or other agreements

or understandings in effect with respect to the voting or transfer of any of the Membership Interests.

Section 3.03 No Subsidiaries. The Company does not own, or have any interest in any shares

or have an ownership interest in any other Person.

Section 3.04 No Conflicts; Consents. The execution, delivery and performance by the

Company of this Agreement and the other Transaction Documents to which it is a party, and the

consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with

or result in a violation or breach of, or default under, any provision of the Company Organizational

Documents; (b) conflict with or result in a violation or breach of any provision of any Law or

Governmental Order applicable to the Company; (c) except as set forth in Section 3.04 of the Disclosure

Schedule, require the consent of, notice to, or other action by any Person under, conflict in any material

respect with, result in a material violation or breach of, constitute a material default or an event that, with

or without notice or lapse of time or both, would constitute a material default under, result in the

acceleration of any material right under or create in any party the right to accelerate any material right

under, terminate, modify or cancel any Material Contract to which the Company is a party or by which

the Company is bound or to which its properties or assets are subject or any material Permit affecting the

properties, assets or business of the Company; or (d) result in the creation or imposition of any

Encumbrance other than Permitted Encumbrances on any properties or assets of the Company. No

consent, approval, Permit, Governmental Order or declaration from, or filing with, or notice to, any

Governmental Authority is required by the Company in connection with the execution and delivery of this

Agreement and the other Transaction Documents and the consummation of the transactions contemplated

hereby and thereby.

Section 3.05 Financial Statements. Copies of the Company’s (a) audited financial statements

consisting of the balance sheet of the Company as of December 31, 2015 and December 31, 2016 and the

related statements of income and cash flow of the Company for each of the fiscal years then ended (the

“Audited Financial Statements”), and (b) unaudited financial statements consisting of the balance sheet

of the Company as of February 28, 2017 and the related statements of income and cash flow of the

WEST\275532193.26 24

Company for the two month period then ended (the “Interim Financial Statements” and together with

the Audited Financial Statements, the “Financial Statements”) have been delivered to Buyer. The

Financial Statements have been prepared in accordance with GAAP applied on a consistent basis

throughout the period indicated, subject, in the case of the Interim Financial Statements, to normal and

recurring year-end adjustments (the effect of which adjustments will not be materially adverse) and the

absence of notes (that, if presented, would not differ materially from those presented in the Audited

Financial Statements). The Financial Statements have been prepared from the books and records of the

Company, and fairly present in all material respects the financial condition and results of operations of the

Company as of the dates of, and for the periods covered by, the Financial Statements. The balance sheet

of the Company as of December 31, 2016 is referred to herein as the “Balance Sheet” and the date

thereof as the “Balance Sheet Date” and the balance sheet of the Company as of February 28, 2017 is

referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet

Date.” Except as set forth on Section 3.05 of the Disclosure Schedule, the Company maintains a standard

system of accounting established and administered in all materials respects in accordance with GAAP.

Section 3.06 Undisclosed Liabilities. The Company has no liabilities, obligations or

commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or

contingent, accrued or unaccrued, matured or unmatured, or otherwise (“Liabilities”), except (a)

Liabilities that are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet

Date, (b) executory Liabilities under Contracts, (c) Liabilities under this Agreement and the Transaction

Documents, (d) other Liabilities that have been incurred in the Ordinary Course of Business since the

Balance Sheet Date and (e) any Liabilities related to the Company’s quarantine donors.

Section 3.07 Absence of Certain Changes, Events, and Conditions. Since the Balance

Sheet Date, and other than in the Ordinary Course of Business, there has not been, with respect to the

Company, any:

(a) Material Adverse Effect;

(b) amendment of the Company Organizational Documents;

(c) split, combination or reclassification of any membership interests of the

Company;

(d) issuance by the Company of any membership interests in the Company, or grant

by the Company of any options, warrants or other rights to purchase or obtain (including upon

conversion, exchange or exercise) any membership interests in the Company;

(e) redemption, purchase or acquisition of any of the Company’s outstanding

Membership Interests;

(f) material change in any method of accounting or accounting practice of the

Company, except as required by GAAP or as disclosed in the notes to the Financial Statements;

(g) material change in the Company’s cash management practices and its policies,

practices and procedures with respect to collection of accounts receivable (including incentives or

discounts for payment of accounts receivable), establishment of reserves for uncollectible

accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of

trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer

deposits;

WEST\275532193.26 25

(h) entry into any Contract that would constitute a Material Contract;

(i) with respect to any customer of Company, receipt of any written notice that such

customer intends to materially reduce its business with or cease doing business with the

Company;

(j) incurrence, assumption or guarantee by the Company of any Indebtedness except

unsecured current Liabilities incurred in the Ordinary Course of Business;

(k) transfer, assignment, sale or other disposition of any of the assets shown or

reflected in the Balance Sheet outside the Ordinary Course of Business;

(l) transfer, assignment or grant of any license or sublicense of any material rights

under or with respect to any Company Intellectual Property or Company IP Agreements

(including, without limitation, the grant of any exclusive right to any of the Company Intellectual

Property);

(m) disclosure of any Information that the Company previously maintained as

confidential information (other than pursuant to agreements requiring the recipient to maintain the

confidentiality of and preserving all rights of the Company in such confidential information);

(n) experience of any material supply disruption, supplier dispute or slowdown or

stoppage of supply, with respect to any materials used in the CellRight Products;

(o) material damage, destruction or loss (whether or not covered by insurance) to any

assets shown or reflected in the Balance Sheet;

(p) entered into any compromise or settlement of any Action or investigation;

(q) any capital investment in, or any loan to, any other Person;

(r) acceleration, termination, material modification to or cancellation of any Material

Contract to which the Company is a party or by which it is bound;

(s) any capital expenditures in excess of $50,000 in the aggregate;

(t) imposition of any Encumbrance (other than Permitted Encumbrances) upon any

of the Company’s properties or assets shown or reflected in the Balance Sheet, tangible or

intangible;

(u) (i) grant of any bonus to any officer or employee of the Company, whether

monetary or otherwise, in an amount greater than the lesser of ten thousand dollars ($10,000) or

ten percent (10%) of such Person’s base salary as of December 31, 2016 or increase in the wages

or salary of any officer or employee of the Company by an amount greater than the lesser of ten

thousand dollars ($10,000) per year or ten percent (10%) of such Person’s base salary as of

December 31, 2016, or (ii) acceleration of the vesting or payment of any compensation or benefit

for any current or former employee, officer, manager, independent contractor or consultant of the

Company;

(v) hiring or promotion of any person except to fill a vacancy or need in the Ordinary

Course of Business;

WEST\275532193.26 26

(w) termination or closure of any material facility, line of business, or operation of

the Company;

(x) termination of any employee except for cause in the Ordinary Course of

Business;

(y) adoption, modification or termination of any: (i) employment, severance,

retention or other agreement with any current or former employee, officer, manager, independent

contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a

Union, in each case whether written or oral;

(z) loan by the Company to (or forgiveness of any loan by the Company to) any of

its members or current or former managers, officers and employees;

(aa) entry into a new line of business or abandonment or discontinuance of existing

lines of business;

(bb) adoption of any plan of merger, consolidation, reorganization, liquidation or

dissolution or filing of a petition in bankruptcy under any provisions of federal or state

bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar

Law;

(cc) purchase, lease or other acquisition of the right to own, use or lease any property

or assets for an amount in excess of fifty thousand dollars ($50,000), individually (in the case of a

lease, per annum) or one hundred thousand dollars ($100,000) in the aggregate (in the case of a

lease, for the entire term of the lease, not including any option term), except for purchases of

inventory or supplies in the Ordinary Course of Business;

(dd) acquisition by merger or consolidation with, or by purchase of a substantial

portion of the assets, stock or other equity of, or by any other manner, any business or any Person

or any division thereof;

(ee) action by the Company to (i) make, change or rescind any material Tax election,

(ii) amend any material Tax Return, (iii) take any position on any Tax Return that is inconsistent

with past practices of the Company with respect thereto, or (iv) other than in the Ordinary Course

of Business, take any action, omit to take any action or enter into any transaction that would have

the effect of materially increasing the Tax liability or materially reducing any Tax asset of the

Company in respect of any Post-Closing Tax Period; or

(ff) entry into any Contract to do any of the foregoing, or otherwise take any action

or omission that would result in any of the foregoing.

Section 3.08 Material Contracts.

(a) Section 3.08(a) of the Disclosure Schedule lists each of the following Contracts

of the Company (such Contracts, together with all Company IP Agreements set forth in Section

3.11(b) of the Disclosure Schedule, being “Material Contracts”):

(i) each Contract of the Company involving aggregate consideration in

excess of fifty thousand dollars ($50,000) and which, in each case, cannot be cancelled

by the Company without penalty or without more than ninety (90) days’ notice;

WEST\275532193.26 27

(ii) all Contracts that require the Company to purchase its total requirements

of any product or service from a third party or that contain an unconditional Company

obligation to take delivery of goods;

(iii) all Contracts (other than purchase orders issued in the Ordinary Course

of Business) for the acquisition of tissue or materials for use with CellRight Products or

products manufactured or processed using the CellRight Processing Technology,

provided that the Contracts for materials (other than tissue, which shall have no dollar

threshold) require aggregate payments by the Company in any Company fiscal year in

excess of $25,000;

(iv) all Contracts with distributors for the distribution of CellRight Products

or products manufactured or processed using the CellRight Processing Technology;

(v) all Contracts that provide for the indemnification by the Company of any

Person or the assumption of any Tax, environmental or other Liability of any Person;

(vi) all Contracts that relate to the acquisition or disposition by the Company

of any business or a material amount of equity or assets of any other Person (whether by

merger, sale of stock or other equity interests, sale of assets or otherwise) where the

Company still has ongoing obligations;

(vii) all broker, distributor, dealer, manufacturer’s representative, franchise,

agency, sales promotion, market research, marketing consulting and advertising Contracts

to which the Company is a party;

(viii) all Contracts for employment or consulting services, including sales

representative agreements and independent contractor agreements, to which the Company

is a party, other than offer letters and unwritten Contracts for at-will employment;

(ix) except for Contracts relating to trade payables and accrued expenses

arising in the Ordinary Course of Business, all Contracts relating to Indebtedness

(including, without limitation, guarantees) of the Company;

(x) all Contracts with any Governmental Authority to which the Company is

a party (“Government Contracts”);

(xi) all Contracts that limit or purport to limit the ability of the Company or,

to the Company’s Knowledge, any employee or consultant of the Company to compete in

any line of business or with any Person or in any geographic area or during any period of

time;

(xii) any Contracts to which the Company is a party that provide for any joint

venture, partnership or similar arrangement by the Company;

(xiii) all Contracts between or among the Company on the one hand and

Sellers or any Affiliate of Sellers (other than the Company) on the other hand;

(xiv) all collective bargaining agreements or Contracts with any Union to

which the Company is a party; and

WEST\275532193.26 28

(xv) any other Contract that is material to the Company and not previously

disclosed pursuant to this Section 3.08(a).

Notwithstanding the foregoing, “Material Contracts” does not include (and

Section 3.08(a) of the Disclosure Schedules need not list) any Contract that has expired or been

terminated and under which no party thereto has any obligations or surviving liabilities, fixed or

contingent, as of the date of this Agreement.

(b) Each Material Contract is a valid and binding agreement of the Company in

accordance with its terms, except as such enforceability may be limited by the Enforceability

Limitations, and is in full force and effect. Neither the Company nor, to the Company’s

Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach

of or default under) in any material respect, or has provided or received any written notice of any

intention to terminate, any Material Contract. To the Company’s Knowledge, no event or

circumstance has occurred that, with notice or lapse of time or both, would constitute an event of

default under any Material Contract or result in a termination thereof or would cause or permit the

acceleration or other changes of any right or obligation or the loss of any benefit thereunder. A

complete and correct copy of each Material Contract (including all modifications, amendments,

and supplements thereto and waivers thereunder as of the date of this Agreement) have been

made available to Buyer.

Section 3.09 Title to Assets; Real Property.

(a) The Company has (i) good and indefeasible fee simple title to all owned Real

Property, (ii) a valid leasehold interest in all leased Real Property, and (iii) good and valid title to

all personal property and other assets reflected on the Balance Sheet or acquired after the Balance

Sheet Date, other than properties and assets sold or otherwise disposed of in the Ordinary Course

of Business since the Balance Sheet Date. All such properties and assets (including leasehold

interests) are free and clear of Encumbrances except for the following (collectively referred to as

“Permitted Encumbrances”):

(i) Encumbrances set forth in Section 3.09(a) of the Disclosure Schedule;

(ii) Encumbrances for Taxes not yet due and payable or which are being

contested in good faith and for which adequate reserves have been established in the

Financial Statements in accordance with GAAP;

(iii) mechanics, carriers’, workmen’s, repairmen’s or other like

Encumbrances arising or incurred in the Ordinary Course of Business or pursuant to

applicable Law;

(iv) easements, rights of way, zoning ordinances, building codes, and other

similar non-monetary Encumbrances affecting the Real Property which (A) do not

materially interfere with the present use of such Real Property in the conduct of the

Company’s business, (B) are set forth on the owner policy of title insurance previously

obtained by the Company, or (C) are otherwise set forth on a commitment for title

insurance issued to, or obtained by, Buyer;

(v) Encumbrances consisting of pledges or deposits required in the Ordinary

Course of Business in connection with workers’ compensation, unemployment insurance

and other social security legislation or to secure liability to insurance carriers;

WEST\275532193.26 29

(vi) Encumbrances securing capital lease obligations, which capital lease

obligations are recorded on the Balance Sheet in accordance with GAAP;

(vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under

any lease and any precautionary uniform commercial code financing statements filed

under any lease;

(viii) Encumbrances of public record or other imperfections in title which are

not material in character, amount or extent and which do not individually or in the

aggregate materially detract from the value or materially interfere with or prohibit the

present use of the assets or operations of the business (as currently conducted) subject

thereto or affected thereby;

(ix) as of the date of this Agreement but not as of the Closing, all

Encumbrances for Indebtedness; and

(x) other than with respect to owned Real Property, liens arising under

original purchase price conditional sales contracts and equipment leases with third parties

entered into in the Ordinary Course of Business.

(b) Section 3.09(b) of the Disclosure Schedule lists (i) the street address of each

parcel of Real Property and the parcel identification number of each owned parcel of Real

Property; (ii) if such property is leased or subleased by the Company, the landlord under the

lease, the rental amount currently being paid, and the expiration of the term of such lease or

sublease for each leased or subleased property; and (iii) the current use of such property. With

respect to owned Real Property, the Company shall exercise good faith and commercially

reasonable efforts to cooperate with Buyer’s investigation of the condition and suitability of the

Real Property for Buyer’s purposes including, without limitation, delivery to Buyer of true,

complete and correct copies of the deeds and other instruments (as recorded) by which the

Company acquired such Real Property, and copies of all title insurance policies and surveys in the

possession of Sellers or the Company and relating to the Real Property. With respect to Real

Property leased by the Company, the Company has delivered or made available to Buyer true,

complete and correct copies of any leases, including amendments, and/or any other occupancy

agreements affecting the Real Property. Except as set forth on the Disclosure Schedule, the

Company is not a sublessor or grantor under any sublease or other instrument granting to any

other Person any right to the possession, lease, occupancy, or enjoyment of any leased Real

Property. The Company has not received any written notice that the use and operation of the Real

Property in the conduct of the Company’s business violates in any material respect any Law,

covenant, condition, restriction, easement, license, permit, or agreement. There are no Actions

pending, nor to the Company’s Knowledge, threatened against the Real Property or any portion

thereof or interest therein in the nature or in lieu of condemnation or eminent domain

proceedings. The Company has not granted to any Person any options, rights of first refusal or

other purchase rights with respect to the Real Property. Except as set forth on the Disclosure

Schedule, to the Company’s Knowledge, there are no pending appeals or proceedings for the

adjustment of the assessed value of all or any portion of the Real Property.

Section 3.10 Condition and Sufficiency of Assets. Except as set forth in Section 3.10 of the

Disclosure Schedule, the buildings, plants and structures that comprise the Real Property and

improvements thereon are, to the Company’s Knowledge, structurally sound with no patent defects, and

the furniture, fixtures, machinery, equipment, vehicles and other material items of tangible personal

property of the Company are in good operating condition and repair, ordinary wear and tear excepted, and

WEST\275532193.26 30

are adequate for the uses to which they are being put, and none of such furniture, fixtures, machinery,

equipment, vehicles and other material items of tangible personal property of the Company is, and none

of such buildings, plants, structures are, to the Company’s Knowledge, in need of maintenance or repairs

except for ordinary, routine maintenance and repairs. The buildings, plants, structures, furniture, fixtures,

machinery, equipment, vehicles and other material items of tangible personal property currently owned or

leased by the Company, together with all other properties and assets of the Company, are operating under

valid certificates of occupancy and/or licenses, and are sufficient for the continued conduct of the

Company’s business after the Closing in substantially the same manner as conducted prior to the Closing

and constitute all of the material rights, property and assets used in the conduct the business of the

Company as currently conducted.

Section 3.11 Intellectual Property.

(a) Section 3.11(a) of the Disclosure Schedule lists all Company IP Registrations and

the headings of the Company’s standard operating procedures. For the avoidance of doubt,

Section 3.11(a) of the Disclosure Schedule shall not set forth the Company’s standard operating

procedures themselves.

(b) Section 3.11(b) of the Disclosure Schedule lists all Company IP Agreements,

excluding any commercially-available, off-the-shelf software that is licensed by the Company

pursuant to “shrink wrap” licenses, the total annual fees associated with which are less than

$25,000. The Company has provided Buyer with true and complete copies of all such Company

IP Agreements, including all modifications, amendments, and supplements thereto and waivers

thereunder. Each Company IP Agreement is valid and binding on the Company in accordance

with its terms, except as such enforceability may be limited by the Enforceability Limitations, and

is in full force and effect. Neither the Company nor, to the Company’s Knowledge, any other

party thereto is in breach of or default under (or is alleged to be in breach of or default under), or

has provided or received any written notice of breach or default of or any intention to terminate,

any Company IP Agreement.

(c) Except as set forth in Section 3.11(c) of the Disclosure Schedule, the Company is

the sole and exclusive legal and beneficial, and with respect to the Company IP Registrations,

record, owner of all right, title and interest in and to the Company Intellectual Property, and has

the valid right to use all other Company Intellectual Property used in or necessary for the conduct

of the Company’s business or operations as currently conducted, in each case, free and clear of

Encumbrances other than Permitted Encumbrances.

(d) The Company has entered into binding, written agreements with every current

and former employee of the Company (and each consultant and independent contractor of the

Company that provided services to the Company with respect to the Company Intellectual

Property) whereby such employees, consultants or independent contractors assign to the

Company any ownership interest and right they may have in the Intellectual Property developed

in connection with the services provided on behalf of the Company or using confidential

information of the Company or Company Intellectual Property.

(e) The Company Intellectual Property constitutes all Intellectual Property used in

connection with the Company’s business as currently conducted, including the development,

manufacture, commercialization or exploitation of the CellRight Products and all products

manufactured or processed using the CellRight Processing Technology.

WEST\275532193.26 31

(f) The consummation of the transactions contemplated hereunder will not result in

the loss or impairment of or payment of any additional amounts with respect to, nor require the

consent of any other Person in respect of, the Company’s right to own, use or hold for use any

Intellectual Property as owned, use or held for use in the conduct of the Company’s business as

currently conducted.

(g) The Company’s rights in the Company Intellectual Property are valid, subsisting,

and enforceable. The Company has taken commercially reasonable steps to maintain the

Company Intellectual Property and to protect and preserve the confidentiality of all Trade Secrets

included in the Company Intellectual Property, including requiring all Persons having access

thereto to execute written non-disclosure agreements. All Company IP Registrations: (A) have

been duly filed or registered (as applicable) with the applicable Governmental Authority and

properly maintained, including the timely submission of all necessary filings and payment of fees

in accordance with the legal and administrative requirements in the applicable jurisdictions;

(B) have not lapsed or expired or been cancelled or abandoned; and (C) to the Company’s

Knowledge, are valid and in force and, with respect to all applications, are pending and in good

standing. To the Company’s Knowledge, the Company has the sole and exclusive right to bring

actions for infringement, misappropriation, dilution, violation or unauthorized use of the

Company Intellectual Property.

(h) The conduct of the Company’s business as currently and formerly conducted, and

the products, processes and services of the Company, to the Company’s Knowledge, (i) have not

infringed, misappropriated, diluted or otherwise violated and (ii) do not infringe, dilute,

misappropriate or otherwise violate the Intellectual Property or other rights of any Person. The

Company has not received any written claim or notice alleging any such infringement, violation

or misappropriation or received any written offer from a third party to take a license to any

Company Intellectual Property (to the extent enforceable) of any third party in connection with

the Company’s business, CellRight Products, or the CellRight Processing Technology. There is

no pending, or the Company’s Knowledge, overtly threatened claim, interference or opposition of

any third party challenging the ownership or scope of any Company Intellectual Property.

(i) To the Company’s Knowledge, no Person has infringed, misappropriated, diluted

or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating,

any Company Intellectual Property.

(j) The Company has taken commercially reasonable measures to maintain in

confidence all Information comprising a part of the Company Intellectual Property. The

Company operates and enforces commercially reasonable procedures designed to ensure the

recording and maintenance of all Company Intellectual Property. The Company has taken

commercially reasonable measures to prevent the unauthorized disclosure or use of the

Information included in the Company Intellectual Property. To the Company’s Knowledge, there

has been no unauthorized disclosure or use of the Information included in the Company

Intellectual Property.

(k) The Company restricts access to Trade Secrets to a limited number of Persons

that are necessary to conduct the Company business as currently conducted and all such Persons

having access thereto have executed binding written non-disclosure and confidentiality

agreements. The disclosure of such Trade Secrets to each Person is limited in scope to the

information necessary for such Person to conduct the services required and directed by Company.

Other than those individuals set forth on Section 3.11(k) of the Disclosure Schedules, the

Company has not disclosed the Trade Secrets for the CellRight Processing Technology to any

WEST\275532193.26 32

Person. Section 3.11(k) of the Disclosure Schedules sets forth, by unique identifier number and

name, the identification of all CellRight Processing Technology that has been maintained by the

Company as a Trade Secret. The Company’s Trade Secrets are fully documented in all material

respects in a Company standard operating procedure (each a “Trade Secret SOP”) that is

maintained and stored by the Company with restricted access by only those individuals listed on

Section 3.11(k) of the Disclosure Schedules. Each Trade Secret SOP: (i) is, and has been,

maintained and updated to reflect in all material respects the current processing that is performed

by the Company as of the date hereof, (ii) provides sufficient detail for a person trained on the

CellRight Processing Technologies to be able to perform such process, without the need for

additional assistance, set forth in the Trade Secret SOP to manufacture the product covered by

such Trade Secret SOP as such product is currently sold by the Company, and (iii) has not been

disclosed to any third party other than the individuals listed on Section 3.11(k) of the Disclosure

Schedules.

(l) There are no Actions (including any oppositions, interferences or re-

examinations) settled, pending or, to the Company’s Knowledge, threatened (including in the

form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution or

violation of the Intellectual Property of any Person by the Company; (ii) challenging the validity,

enforceability, registrability, or ownership of any Company Intellectual Property or the

Company’s rights with respect to any Company Intellectual Property; or (iii) by the Company or

any other Person alleging any infringement, misappropriation, dilution or violation by any Person

of the Company Intellectual Property. The Company is not subject to any outstanding or

prospective Governmental Order (including any motion or petition therefor) that does or would

restrict or impair the use of any Company Intellectual Property as currently used by the Company.

Section 3.12 Inventory. All inventory of the Company included in the Current Assets of the

Company, whether or not reflected on the Balance Sheet, will, as of the Closing Date, consist of a quality

and quantity usable and salable in the Ordinary Course of Business, except for obsolete, excess, damaged,

defective or slow-moving items which are or will be written off by the Company in the Ordinary Course

of Business prior to the Closing Date. All such inventory is owned by the Company free and clear of all

Encumbrances other than Permitted Encumbrances, and no such inventory is held on a consignment basis.

All such inventory (a) complies in all material respects with all applicable specifications and all

applicable Law, including all regulatory requirements and Environmental Laws, (b) has been

manufactured, produced, packaged, labeled, stored and loaded for shipment in accordance in all material

respects with all applicable Laws, specifications of the Company and GTP, and (c) is free of any material

defect or deficiency, in each case as such material or product is supplied to the Company in the Ordinary

Course of Business. For the purposes of this Agreement, “GTP” means the good tissue practices required

by the FDA under 21 CFR 1271, Subpart D, and applicable guidance documents, as amended from time

to time. The quantities of each item of such inventory (whether raw materials, work-in-process or

finished goods) are not excessive, but are reasonable in the present circumstances of the Company. For

the avoidance of doubt, the Company’s quarantine donors are not considered inventory of the Company

for purposes of this Agreement.

Section 3.13 Accounts Receivable. The accounts receivable of the Company included in the

Current Assets of the Company, whether or not reflected on the Balance Sheet, will (a) have arisen from

bona fide transactions entered into by the Company involving the sale of goods or the rendering of

services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the Company

not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts

accrued in the Ordinary Course of Business; and (c) subject to a reserve for uncollectable accounts

applied in the calculation of the amount of Current Assets of the Company and the Closing Working

Capital will, to the Company’s Knowledge, be collected within ninety (90) days after billing.

WEST\275532193.26 33

Section 3.14 Customers, Suppliers and Distributors.

(a) Section 3.14(a) of the Disclosure Schedule sets forth (i) (x) each customer who

has paid aggregate consideration to the Company for goods or services rendered in an amount

greater than or equal to fifty thousand dollars ($50,000) for each of the two (2) most recently

completed Company fiscal years and (y) each distributor for CellRight Products (collectively, the

“Material Customers”); and (ii) the amount of consideration paid by each Material Customer to

the Company during such periods. Except as set forth in Section 3.14(a) of the Disclosure

Schedule, since January 1, 2015, the Company has not received any written notice that any

Material Customer, and to the Company’s Knowledge, no facts or circumstances exist to the

effect that any such Material Customer, has or will cease, or materially decrease the rate of,

purchasing goods and services from the Company.

(b) Section 3.14(b) of the Disclosure Schedule sets forth (i) (x) each supplier to

whom the Company has paid consideration for goods or services rendered in an amount greater

than or equal to fifty thousand dollars ($50,000) for each of the two (2) most recently completed

Company fiscal years (collectively, the “Material Suppliers”) and (y) each supplier that

Company has obtained the supply of any biological materials; and (ii) the amount of purchases by

the Company from each Material Supplier during such periods. Except as set forth in Section

3.14(b) of the Disclosure Schedule, since January 1, 2015, the Company has not received any

written notice that any Material Supplier, and to the Company’s Knowledge, no facts or

circumstances exist to the effect that any such Material Supplier, has or will cease, or materially

decrease the rate of, supplying goods and services to the Company.

Section 3.15 Insurance. Section 3.15 of the Disclosure Schedule sets forth a true and

complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and

personal property, workers’ compensation, vehicular, directors’ and officers’ liability, fiduciary liability

and other casualty and property insurance maintained by the Company and relating to the assets, business,

operations, employees, officers and managers of the Company (collectively, the “Insurance Policies”)

and true and complete copies of such Insurance Policies have been made available to Buyer. Such

Insurance Policies are in full force and effect and shall remain in full force and effect following the

consummation of the transactions contemplated by this Agreement. The Company has not received any

written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of

such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if due

and payable prior to Closing, will be paid prior to Closing in accordance with the payment terms of each

Insurance Policy. Other than the Company’s product liability insurance and workers’ compensation

insurance, the Company’s insurance policies do not provide for any retrospective premium adjustment or

other experience based liability on the part of the Company. All such Insurance Policies (a) are valid and

binding in accordance with their terms; (b) are provided by carriers who the Company believes are

financially solvent; and (c) have not been subject to any lapse in coverage. Except as set forth on Section

3.15 of the Disclosure Schedule, there are no claims related to the business of the Company pending

under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in

respect of which there is an outstanding reservation of rights. The Company is not in default under, or

has otherwise failed to comply with, in any material respect, any provision contained in any such

Insurance Policy. The Insurance Policies are of the type and in the amounts customarily carried by

Persons (of similar size to the Company) conducting a business similar to the Company and are sufficient

for compliance with all applicable Laws and Contracts to which the Company is a party or by which it is

bound.

WEST\275532193.26 34

Section 3.16 Legal Proceedings; Governmental Orders.

(a) Except as set forth in Section 3.16(a) of the Disclosure Schedule, there are no

Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company

affecting any of its properties or assets; or (b) against or by the Company that challenge or seek to

prevent, enjoin or otherwise delay the consummation of the transactions contemplated by this

Agreement. To the Company’s Knowledge, there are no investigations or audits pending against

the Company.

(b) Except as set forth in Section 3.16(b) of the Disclosure Schedule, there are no

outstanding Governmental Orders in effect and no unsatisfied judgments, penalties or awards in

respect of any Action against the Company or any of its properties or assets. The Company is in

compliance with the terms of each Governmental Order set forth in Section 3.16(b) of the

Disclosure Schedule.

Section 3.17 Product Liability; Warranty. No product liability, recall or warranty (whether

based in contract or tort and whether relating to personal injury, including death, property damage or

economic loss) are pending or have been settled, terminated or received by the Company in the three (3)

years prior to the Closing Date and, to the Company’s Knowledge, no such claims have been overtly

threatened against the Company, in each case relating to, or arising from, the sale or use of the CellRight

Products or any products manufactured using the CellRight Processing Technology. There is no

judgment, order or decree outstanding against the Company relating to product liability claims with

respect to the CellRight Products or any products manufactured or processed using the CellRight

Processing Technology. Except as set forth in Schedule 3.17 of the Disclosure Schedules, the Company

has not made any warranties with respect to the CellRight Products or any products manufactured or

processed using the CellRight Processing Technology.

Section 3.18 Regulatory Matters.

(a) All CellRight Products and all products manufactured or processed using the

CellRight Processing Technology have been researched, developed, tested, manufactured,

handled, labeled, packaged, supplied, promoted, co-promoted, distributed, marketed,

commercialized, stored (including the maintenance and storage of all tissues, donor tissues and

donor record files) and sold by or on behalf of the Company, as applicable, in compliance in all

material respects with all Health Laws. For purposes of this Agreement, (i) the term “Health

Laws” means applicable Laws and guidelines relating to the research, development, testing,

manufacture, handling, production, preparation, propagation, compounding, conversion, pricing,

labeling, packaging, marketing, promotion, sale or distribution of CellRight Products and

products manufactured or processed using the CellRight Processing Technology, including the

federal Food, Drug and Cosmetic Act (21 U.S.C. § 321 et seq.), the federal False Claims Act (31

U.S.C. § 3729 et seq.) (“False Claims Act”), the federal Anti-Kickback Statute (42 U.S.C.

§ 1320a-7b) (the “Anti-Kickback Statute”), the Health Insurance Portability and Accountability

Act of 1996, as amended by the Health Information Technology for Economic and Clinical

Health Act, and its implementing regulations, standards and security standards of 45 C.F.R. Parts

160 and 164 to protect the privacy and security of certain individually identifiable protected

health information (collectively, “HIPAA”), Civil Monetary Penalty Law (42 U.S.C. § 1320a-7a)

and exclusion authorities, the applicable requirements of Medicare, Medicaid and other

Governmental Authority healthcare programs, including the Veterans Health Administration and

U.S. Department of Defense healthcare and contracting programs, and the analogous Laws of any

federal, state, local, or foreign jurisdiction applicable to the Company, and (ii) the term “Health

WEST\275532193.26 35

Authorities” means the Governmental Authorities which administer Health Laws, including the

FDA, and all foreign counterparts applicable to the Company.

(b) The Company has made available to Buyer as of the date of this Agreement

complete and correct copies of all documentation (other than routine correspondence) that the

Company submitted to the FDA with respect to the CellRight Products and all products

manufactured or processed using the CellRight Processing Technology and all reports and notices

from the FDA and U.S. Customs and Border Protection, and all foreign counterparts sent to the

Company.

(c) The Company has not received written notice that it is, or has been, subject to

any investigation related to the CellRight Products, the CellRight Processing Technology or the

Company, and, to the Company’s Knowledge, no such investigation has been overtly threatened,

in each case by (i) the FDA, (ii) the Department of Health and Human Services Office of

Inspector General or Department of Justice pursuant to the Anti-Kickback Statute or the False

Claims Act, or (iii) state attorneys general pursuant to state false claim or fraud laws.

(d) The Company does not submit any claims to any commercial insurance plan or

any health care program administered or funded, in whole or in part, by the government of the

United States of America, including Medicare, Medicaid and TRICARE programs (described in

Title XVIII of the SSA, Title XIX of the SSA, and 10 U.S.C. Chapter 55, respectively), or any

other Governmental Authority, for reimbursement of any healthcare services provided by

Company.

(e) The Company has complied in all material respects with all applicable security

and privacy standards under (i) HIPAA, (ii) state Laws governing the confidentiality, privacy,

security and protection of individually identifiable personal information, and (iii) other applicable

privacy Laws, in each case as related to the CellRight Products and any products manufactured or

processed using the CellRight Processing Technology.

(f) The Company has not received any written notice of, nor does the Company

believe, based solely on any oral discussion between any Key Employee and any Governmental

Authority that there is any basis for, any investigations, adverse third party allegations or actions,

claims, proceedings, demands, complaints, hearings, demand letters, warning letters, or untitled

letters against the Company for failure to comply with any Health Law, including any pending or,

to the Company’s Knowledge, overtly threatened action against the Company or any of its

officers or employees (in their capacity as such), in any court or by or before any Governmental

Authority, with respect to the CellRight Products or any products manufactured or processed

using the CellRight Processing Technology. Except as set forth on Section 3.18(f) of the

Disclosure Schedule, the Company has not received any written notice that any Health Authority

has recommended, initiated, or threatened to initiate, any action to place on clinical hold,

suspend, withdraw approval for, or terminate any Investigational New Drug application or any

comparable foreign regulatory application sponsored by the Company, in each case only as

related to the CellRight Products or any products manufactured or processed using the CellRight

Processing Technology.

(g) Neither the Company, any Seller, nor, to the Company’s Knowledge, any officer,

employee, agent or contractor of the Company has made an untrue statement of material fact or

fraudulent statement of material fact to any Health Authority, failed to disclose a material fact

required to be disclosed to any Health Authority or any other Governmental Authority, or

committed an act, made a statement, or failed to make a statement, including with respect to any

WEST\275532193.26 36

scientific data or information, that, at the time such disclosure was made or failure to disclose

occurred, would reasonably be expected to provide a basis for the Health Authority or any other

Governmental Authority to invoke the FDA Application Integrity Policy respecting “Fraud,

Untrue Statements of Material Facts, Bribery and Illegal Gratuities,” set forth in FDA’s

Compliance Policy Guide Sec. 120.100, in each case as related to the CellRight Products or any

products manufactured or processed using the CellRight Processing Technology. Neither the

Company, any Seller, nor, to the Company’s Knowledge, any officer of the Company has been

debarred or convicted of any crime or engaged in any conduct for which debarment is mandated

by 21 U.S.C. § 335a(a) or authorized by 21 U.S.C. § 335a(b). Neither the Company, any Seller,

nor, to the Company’s Knowledge, any officer of the Company has been excluded or convicted of

any crime or engaged in any conduct for which such Person could be excluded from participating

in the Federal health care programs under Section 1128 of the Social Security Act of 1935, as

amended.

(h) Neither the Company nor, to the Company’s Knowledge, any of its

manufacturers of the CellRight Products or products manufactured or processed with the

CellRight Processing Technology have received any Form 483 observations, warning letters,

notice of violation letters, untitled letters or other written communications from a Governmental

Authority regarding violations or potential violations of Laws related to the CellRight Products or

any products manufactured or processed using the CellRight Processing Technology that would

reasonably be expected to adversely affect the manufacture, distribution, or the marketing of the

CellRight Products or any product manufactured or processed using the CellRight Processing

Technology. No CellRight Product or any product manufactured or processed with the CellRight

Processing Technology has been recalled, suspended, or discontinued by the Company, nor has

the Company received any written notice from any Health Authority that it has commenced, or

threatened to initiate, any action to withdraw approval, place sales or marketing restrictions on or

request the recall of any CellRight Product or any product manufactured or processed with the

CellRight Processing Technology, or written notice that it has commenced or threatened to

initiate any action to enjoin or place restrictions on the products or distribution of the CellRight

Products or any product manufactured or processed using the CellRight Processing Technology.

Section 3.19 Compliance with NOTA. To the Company’s Knowledge, the Company has not

acquired, received or otherwise used in connection with any CellRight Product or product manufactured

or processed using the CellRight Processing Technology any tissue or materials for valuable

consideration or otherwise in violation of 42 U.S.C. § 274e (National Organ Transplant Act).

Section 3.20 Anti-Corruption Laws. Neither the Company, its Affiliates, officers or

directors, nor, to the Company’s Knowledge, the Company’s distributors, representatives or agents, have

made, directly or indirectly, any offer, payment, promise to pay, loan, or gift of anything of value to a

Government Official, to an immediate relative of a Government Official, or to any other person while

knowing or having reasons to suspect that any part of such offer, payment, loan or gift will be given or

promised to a Government Official, for the purpose of obtaining or retaining business on behalf of or for

the benefit of Company, or where the offer, payment, loan or gift of which would (i) violate any Law; (ii)

be contrary to or in violation of the principles set forth in the United Nations Convention Against

Corruption that entered into force on December 14, 2005; (iii) violate Foreign Corrupt Practices Act (15

USC §78dd-1, et seq.) (“FCPA”) or the UK Bribery Act; or (iv) cause any of the parties or any of their

parent or affiliated companies (or any of their officers, directors, employees or agents) to be in violation

of the FCPA. No ownership interest in the Company Group, other than an immaterial one, is or has been

directly or indirectly held or controlled by a Government Official or any immediate relative of a

Government Official. To the Company’s Knowledge, no member of the Distributor Group is or has been

a Government Official or an immediate relative of a Government Official, and no ownership interest in

WEST\275532193.26 37

any member of Distributor Group, other than an immaterial one, is or has been directly or indirectly held

or controlled by a Government Official or any immediate relative of a Government Official. As used in

this Section 3.20: “Government Official” means: any official, employee, agent, advisor or consultant of

a non-U.S. government or any federal, regional or local department, agency, state-owned enterprise or

corporation or any other instrumentality thereof; any official or employee or agent of a public

international organization; or any official or employee or agent of a political party or candidate for

political office. “Company Group” means collectively, the Company and its Affiliates, officers, directors

and employees. “Distributor Group” means collectively, all distributors used by the Company to

distribute CellRight Product or product manufactured or processed using the CellRight Processing

Technology and their affiliates and authorized local agent(s), all suppliers, co-venturers, subcontractors of

the Company, and the officers, directors, employees, agents, assigns, representatives, managers,

consultants, invitees, insurers and subrogees of all of the foregoing.

Section 3.21 Customer Inventory. Since January 1, 2016, the Company has not (a)

intentionally induced or encouraged or attempted to induce or encourage any customers (including

wholesalers and distributors) to purchase or maintain inventory of the CellRight Products in quantities in

excess of their current needs, (b) shipped CellRight Products to customers substantially in excess of

historic levels or otherwise, through special payment incentives or otherwise, or (c) changed any practice

which would reasonably be expected to result in decreased orders from customers, as compared to the

normal historical orders from such customers. To the Company’s Knowledge, there exists no build-up of

any customer’s inventory level beyond such customer’s normal historical inventory level.

Section 3.22 Compliance With Laws; Permits.

(a) Except as set forth in Section 3.22(a) of the Disclosure Schedule, the Company

has since January 1, 2014, complied, and is now complying, in all material respects with all Laws

applicable to it or its business, employees, independent contractors, properties or assets.

(b) All Permits required for the Company to conduct its business have been obtained

by it and are valid and in full force and effect. All fees and charges with respect to such Permits

as of the date hereof have been paid in full. Section 3.22(b) of the Disclosure Schedule lists all

Permits issued to the Company as of the date hereof, including the name or a description of the

Permits and their respective dates of issuance and expiration. To the Company’s Knowledge, no

event has occurred that, with or without notice or lapse of time or both, would reasonably be

expected to result in the revocation, suspension, lapse, or limitation of any Permit set forth in

Section 3.22(b) of the Disclosure Schedule.

Section 3.23 Environmental Matters.

(a) The Company is currently and since January 1, 2012, has been in compliance in

all material respects with all Environmental Laws and has not received from any Person any: (i)

Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to

Environmental Law, which, in each case, either remains pending or unresolved, or is the source

of ongoing obligations or requirements as of the Closing Date.

(b) The Company has obtained and is in material compliance with all Environmental

Permits (each of which is disclosed in Section 3.23(b) of the Disclosure Schedule) necessary for

the ownership, lease, operation or use of the business or assets of the Company and all such

Environmental Permits are in full force and effect and shall be maintained in full force and effect

by the Company through the Closing Date in accordance with Environmental Law. The

WEST\275532193.26 38

consummation of the transactions contemplated by this Agreement will not result in the loss of

any Environmental Permit.

(c) No real property currently or formerly owned, operated, or leased by the

Company is listed on, or has been proposed for listing on, the National Priorities List (or

CERCLIS) under CERCLA, or any similar state list.

(d) There has been no Release of any Hazardous Materials by the Company in

contravention of Environmental Law with respect to the business or assets of the Company or any

real property currently or formerly operated or leased by the Company, and neither the Company

nor Sellers have received an Environmental Notice that any real property currently or formerly

owned, operated or leased in connection with the business of the Company (including soils,

groundwater, surface water, buildings and other structure located on any such real property) has

been contaminated with any Hazardous Material which could reasonably be expected to result in

an Environmental Claim against, or a violation of Environmental Law or term of any

Environmental Permit by, Sellers or the Company.

(e) Except as otherwise disclosed in any Phase I environmental site assessment

delivered to, or obtained by or on behalf of, Buyer prior to Closing, Section 3.23(e) of the

Disclosure Schedule contains a complete and accurate list of all active or abandoned aboveground

or underground storage tanks used or operated by the Company.

(f) Section 3.23(f) of the Disclosure Schedule contains a complete and accurate list

of all off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by

the Company as to which the Company may retain liability.

(g) The Company has not retained or assumed, by contract or operation of Law, any

liabilities or obligations of third parties under Environmental Law.

(h) The Company has provided or otherwise made available to Buyer and listed in

Section 3.23(h) of the Disclosure Schedule all environmental reports, studies, audits, records,

sampling data, site assessments, risk assessments, economic models and other similar documents

with respect to any currently or formerly owned, operated or leased real property which are in the

possession or control of the Sellers or the Company and relate to compliance with Environmental

Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials.

The Company has provided or otherwise made available to Buyer any and all material documents

concerning planned or anticipated capital expenditures required to reduce, offset, limit or

otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with

current or future Environmental Laws (including, without limitation, costs of remediation,

pollution control equipment and operational changes).

Section 3.24 Employee Benefit Matters.

(a) Section 3.24(a) of the Disclosure Schedule contains a true and complete list of

each pension, benefit, retirement, life, retiree life, compensation, employment, consulting,

advisor, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom

equity or other equity, stock option, stock purchase, profit sharing, change in control, retention,

severance, vacation, paid time off, welfare, health, retiree medical, disability insurance,

dependent care, fringe-benefit and other similar agreement, plan, policy, program or arrangement

(and any amendments thereto), in each case whether or not reduced to writing and whether

funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3)

WEST\275532193.26 39

of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has

been maintained, sponsored, contributed to, or required to be contributed to by the Company for

the benefit of any current or former employee, officer, manager, director, retiree, independent

contractor or consultant of the Company or any spouse or dependent of such individual, or under

which the Company or any of its ERISA Affiliates has or may have any Liability, or with respect

to which Buyer or any of its Affiliates would reasonably be expected to have any Liability,

contingent or otherwise (as listed on Section 3.24(a) of the Disclosure Schedule, each, a “Benefit

Plan”). The Company has separately identified in Section 3.24(a) of the Disclosure Schedule (i)

each Benefit Plan that contains a change in control provision and (ii) each Benefit Plan that is

maintained, sponsored, contributed to, or required to be contributed to by the Company primarily

for the benefit of employees outside of the United States (a “Non-U.S. Benefit Plan”).

(b) With respect to each Benefit Plan, the Company has made available to Buyer

accurate, current and complete copies of each of the following: (i) where the Benefit Plan has

been reduced to writing, the plan document together with all amendments; (ii) where the Benefit

Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where

applicable, any trust agreements or other funding arrangements, custodial agreements, insurance

policies and contracts, administration agreements and similar agreements, and investment

management or investment advisory agreements, now in effect or required in the future as a result

of the transactions contemplated by this Agreement; (iv) any summary plan descriptions and

summaries of material modifications relating to any Benefit Plan; (v) in the case of any Benefit

Plan that is intended to be qualified under Section 401(a) of the Code, the most recent

determination, opinion or advisory letter from the Internal Revenue Service; (vi) in the case of

any Benefit Plan for which a Form 5500 is required to be filed, the two most recently filed Form

5500, with schedules and financial statements attached (if applicable); (vii) actuarial reports

received for any Benefit Plans with respect to the two most recently completed plan years; (viii)

the most recent nondiscrimination tests performed under the Code; and (ix) material notices,

letters or other correspondence received since January 1, 2015 from the Internal Revenue Service,

Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority

relating to the Benefit Plan.

(c) Except as set forth in Section 3.24(c) of the Disclosure Schedule, each Benefit

Plan and related trust (other than any multiemployer plan within the meaning of Section 3(37) of

ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in all

material respects in accordance with its terms and in compliance in all material respects with all

applicable Laws. Each Benefit Plan that is intended to be qualified under Section 401(a) of the

Code (a “Qualified Benefit Plan”) has received a favorable and current determination or opinion

letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an

opinion letter from the Internal Revenue Service to the prototype 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 to the Company’s Knowledge, nothing has occurred that could reasonably be expected to

adversely affect the qualified status of any Qualified Benefit Plan. To the Company’s

Knowledge, nothing has occurred with respect to any Benefit Plan that has subjected or could

reasonably be expected to subject the Company or any of its ERISA Affiliates or, with respect to

any period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section

502 of ERISA or to tax or penalty under Section 4975 of the Code. Except as set forth in Section

3.24(c) of the Disclosure Schedule, all benefits, contributions and premiums relating to each

Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all

applicable Laws, and all benefits accrued under any unfunded Benefit Plan have been paid,

WEST\275532193.26 40

accrued or otherwise adequately reserved to the extent required by, and in accordance with,

GAAP.

(d) Neither the Company 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 or similar local Law 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.

(e) With respect to each Benefit Plan (i) within the last six (6) years no such plan is

or has been a Multiemployer Plan or 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) no Action has been initiated by the Pension Benefit Guaranty Corporation to

terminate any such plan or to appoint a trustee for any such plan; (iii) no such plan is subject to

the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and none of the

assets of the Company or any ERISA Affiliate is, or could reasonably be expected to become, the

subject of any lien arising under Section 302 of ERISA or Section 412(a) of the Code/except as

set forth in Section 3.25(e) of the Disclosure Schedule, no such plan is subject to the minimum

funding standards of Section 412 of the Code or Title IV of ERISA, and no plan listed in Section

3.25(e) of the Disclosure Schedule has failed to satisfy the minimum funding standards of Section

302 of ERISA or Section 412 of the Code; and (iv) no “reportable event,” as defined in Section

4043 of ERISA, has occurred with respect to any such plan.

(f) Except as set forth in Section 3.24(f) of the Disclosure Schedule (i) each Benefit

Plan can be amended, terminated, or otherwise discontinued after the Closing in accordance with

its terms, without material Liabilities to Buyer, the Company or any of their Affiliates other than

ordinary administrative expenses typically incurred in a termination event and (ii) the Company

has no commitment or obligation and has not made any representations to any employee, officer,

manager, independent contractor, or consultant, whether or not legally binding, to adopt, amend,

modify, or terminate any Benefit Plan or any collective bargaining agreement, in connection with

the consummation of the transactions contemplated by this Agreement or otherwise.

(g) Except as set forth in Section 3.24(g) of the Disclosure Schedule and other than

as required under Section 601 et. seq. of ERISA or other applicable Law, no Benefit Plan

provides post-termination or retiree welfare benefits to any individual for any reason, and neither

the Company nor any of its ERISA Affiliates has any Liability to provide post-termination or

retiree welfare benefits to any individual or ever represented, promised or contracted to any

individual that such individual would be provided with post-termination or retiree welfare

benefits.

(h) Except as set forth in Section 3.24(h) of the Disclosure Schedule, there is no

pending or, to the Company’s Knowledge, threatened Action relating to a Benefit Plan (other than

routine claims for benefits), and to the Company’s Knowledge no Benefit Plan has within the

three (3) 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 Authority.

(i) There has been no amendment to, announcement by the Company or any of its

Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or

WEST\275532193.26 41

collective bargaining agreement 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 manager, officer, employee, independent contractor or consultant, as applicable. Neither the

Company, nor any of its Affiliates have any commitment or obligation or have made any

representations to any manager, officer, employee, independent contractor, or consultant, whether

or not legally binding, to adopt, amend, modify, or terminate any Benefit Plan or any collective

bargaining agreement.

(j) Each Benefit Plan that is subject to Section 409A of the Code has been

administered in all material respects in compliance with its terms and the operational and

documentary requirements of Section 409A of the Code and all applicable regulatory guidance

(including notices, rulings, and proposed and final regulations) thereunder. The Company does

not have any obligation to gross up, indemnify, or otherwise reimburse any individual for any

excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code.

(k) Each individual who is classified by the Company as an independent contractor,

consultant, or advisor has been properly classified for purposes of participation and benefit

accrual under each Benefit Plan.

(l) Except as set forth in Section 3.24(l) of the Disclosure Schedule, neither the

execution of this Agreement nor any of the transactions contemplated by this Agreement will

(either alone or in conjunction with the occurrence of any additional or subsequent events): (i)

entitle any current or former manager, officer, employee, independent contractor or consultant of

the Company to severance pay or any other payment; (ii) accelerate the time of payment, funding

or vesting, or increase the amount of compensation due to any such individual; (iii) limit or

restrict the right of the Company to merge, amend or terminate any Benefit Plan; (iv) increase the

amount payable under or result in any other material obligation pursuant to any Benefit Plan; (v)

result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or (vi)

require a “gross-up” or other payment to any “disqualified individual” within the meaning of

Section 280G(c) of the Code.

Section 3.25 Employment Matters.

(a) Section 3.25(a) of the Disclosure Schedule contains a list of all persons who are

employees, independent contractors or consultants of the Company as of the date hereof,

including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or

unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position

(including whether full or part time); (iii) current annual base compensation rate; (iv)

commission, bonus or other incentive-based compensation; (v) location; and (vi) a description of

the fringe benefits provided to each such individual as of the date hereof. Except as set forth in

Section 3.25(a) of the Disclosure Schedule, as of the date hereof, all compensation, including

wages, commissions and bonuses, payable to all employees, independent contractors or

consultants of the Company for services performed on or prior to the date hereof have been paid

in full (or accrued in full on the Company’s books and records) and there are no outstanding

agreements, understandings or commitments of the Company with respect to any compensation,

commissions or bonuses.

(b) The Company is in compliance with all Laws respecting employment, including

wages and hours of work, meal and rest break laws, expense reimbursement laws, discrimination,

harassment, retaliation, disability, civil rights, immigration, pay equity, terms and conditions of

employment, worker classification (including the proper classification of workers as exempt vs.

WEST\275532193.26 42

nonexempt and workers as independent contractors or consultants), the Fair Labor Standards Act

and its state law equivalents, Title VII and its state law equivalents, all laws governing leaves of

absence including the Family Medical Rights Acts and its state law equivalents, and occupational

health and safety, except for such violations which have not had, and would not reasonably be

expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has

materially complied with all recordkeeping laws including but not limited to all accountings

related to wages, sick pay, vacation accrual, and time records.

(c) The Company has withheld all amounts required by Law or by agreement to be

withheld from the wages, salaries, and other payments to employees; and is not liable for any

arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of

the foregoing (including commissions, bonuses, overtime, vacation pay, paid time off or other

compensation). The Company has paid in full to all employees, independent contractors and

consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or

on behalf of such employees, independent contractors and consultants. The Company is not

liable for any payment to any trust or other fund or to any Governmental Authority, with respect

to unemployment compensation benefits, social security or other benefits or obligations for

employees (other than routine payments to be made in the normal course of business and

consistently with past practice). There are no Actions pending or, to the Company’s Knowledge,

threatened, nor to the Company’s Knowledge are there any pending or threatened (in writing)

investigations or audits against Company by any of its employees, former employees or

contractors, or any Governmental Authority.

(d) Except as set forth in Section 3.25(b) of the Disclosure Schedule, the Company is

not, and has not been for the past five (5) 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 (5) years, any Union

representing or purporting to represent any employee of the Company, and, to the Company’s

Knowledge, no Union or group of employees is seeking or has sought to organize employees for

the purpose of collective bargaining. Except as set forth in Section 3.25(b) of the Disclosure

Schedule, there has never been, nor, to the Company’s Knowledge, has there been any threat of,

any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other

similar labor disruption or dispute affecting the Company or any of its employees. To the

Company’s Knowledge, the Company is not engaged in any unfair labor practice and no unfair

labor practice complaint, grievance or arbitration proceeding is pending or threatened against the

Company. The Company has no duty to bargain with any Union.

(e) All employees of the Company classified as exempt under the Fair Labor

Standards Act and state and local wage and hour laws are properly classified in all material

respects. Except as set forth in Section 3.25(e) of the Disclosure Schedule, there are no Actions

against the Company pending, or to the Company’s Knowledge, threatened to be brought or filed,

by or with any Governmental Authority or arbitrator in connection with the employment of any

current or former applicant, employee, consultant, or independent contractor of the Company,

including, without limitation, any claim relating to unfair labor practices, employment

discrimination, harassment, retaliation, equal pay, wage and hours or any other employment

related matter arising under applicable Laws.

(f) The Company is in compliance in all material respects with the WARN ACT, or

any similar state or local law. Since January 1, 2015, (i) the Company has not effectuated 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 of its business; (ii) there has

WEST\275532193.26 43

not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or

facility of the Company; and (iii) the Company has not been affected by any transaction or

engaged in layoffs or employment terminations sufficient in number to trigger application of any

similar state, local or foreign law or regulation. The Company has not caused any of its

employees to suffer an “employment loss” (as defined in the WARN Act) during the 90 day

period prior to the date hereof.

(g) To the Company’s Knowledge, no employee or consultant of the Company is in

material violation of: (i) any term of any employment or consulting Contract of the Company or

(ii) any restrictive covenant relating to the right of any such employee or consultant to be

employed by or to render services to the Company or to use trade secrets or proprietary

information of others. To the Company’s Knowledge, the employment of any employee or

engagement of any consultant by the Company does not subject it to any Liability to any third

party. Except as set forth in Section 3.25(e) of the Disclosure Schedule, there are no material

disciplinary actions contemplated or pending against any of the Company’s current employees or

individuals performing work for or on behalf of the Company.

(h) With respect to each Government Contract, the Company is and has been in

compliance in all material respects with Executive Order No. 11246 of 1965 (“E.O. 11246”),

Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’

Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. The

Company maintains and complies in all material respects with affirmative action plans in

compliance with E.O. 11246, Section 503, and VEVRAA, including all implementing

regulations. The Company is not, and has not been since January 1, 2014, the subject of any

enforcement action or, to the Company’s Knowledge, any audit or investigation, by any

Governmental Authority in connection with any Government Contract or related compliance with

E.O. 11246, Section 503, and VEVRAA. The Company has not been debarred, suspended, or

otherwise made ineligible from doing business with the United States Government or any

government contractor.

(i) Except as set forth in Schedule 3.25(i) of the Disclosure Schedules, no employee

of the Company has given written notice to the Company that he or she intends to terminate, nor

to the Company’s Knowledge do any of the Key Employees intend to terminate his or her

employment with the Company.

(j) None of the execution and delivery of this Agreement, the consummation of this

Agreement or any other transaction contemplated hereby or any termination of employment or

service or any other event in connection therewith or subsequent thereto will, individually or

together or with the occurrence of some other event, (i) result in any payment (including

severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to

any employee of the Company other than accrued and unpaid salary or wages and accrued but

unused paid time off, (ii) materially increase or otherwise enhance any benefits otherwise payable

by the Company to any Company employee, (iii) result in the acceleration of the time of payment

or vesting of any such benefits, except as required under Section 411(d)(3) of the Internal

Revenue Code, (iv) materially increase the amount of compensation due to any Company

employee, or (v) result in the forgiveness in whole or in part of any outstanding loans made by

the Company to any Company employee.

Section 3.26 Taxes. Except as set forth in Section 3.26 of the Disclosure Schedule:

WEST\275532193.26 44

(a) All income and other material Tax Returns required to be filed on or before the

Closing Date by the Company have been, or will be, timely filed. Such Tax Returns are, or will

be, true, complete and correct in all material respects. All material Taxes due and owing by the

Company (whether or not shown on any Tax Return) have been, or will be, timely paid. There

are no Encumbrances for Taxes (other than for Taxes not yet due and payable) upon the assets of

the Company.

(b) The Company has withheld and timely paid all material Taxes required to have

been withheld and paid in connection with amounts paid or owing to any employee, independent

contractor, creditor, customer, member or other party, and complied in all material respects with

all information reporting and backup withholding provisions of applicable Law.

(c) No claim has been made in writing by any taxing authority in any jurisdiction

where the Company does not file Tax Returns that it is, or may be, subject to Tax by that

jurisdiction.

(d) No extensions or waivers of statutes of limitations have been given or requested

with respect to any Taxes of the Company (other than by reason of filing an automatic extension

of time to file a Tax Return).

(e) The amount of the Company’s Liability for unpaid Taxes for all periods ending

on or before the Balance Sheet Date does not, in the aggregate, exceed the amount of accruals for

Taxes (excluding reserves for deferred Taxes) reflected on the Financial Statements. The amount

of the Company’s Liability for unpaid Taxes for all periods following the end of the recent period

covered by the Financial Statements shall not, in the aggregate, exceed the amount of accruals for

Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance

with the past custom and practice of the Company.

(f) The Company is currently not, and never was, a party to any Action, audit,

examination or any other proceeding by any taxing authority. There are no pending or to the

Company’s Knowledge threatened Actions, audits, examinations or any other proceedings by any

taxing authority. All deficiencies asserted, or assessments made, against the Company as a result

of any examinations by any taxing authority have been fully paid.

(g) The Company has made available to Buyer copies of all federal, state, and

material local and foreign income Tax Returns, examination reports, and statements of

deficiencies assessed against, or agreed to by, the Company for all Tax periods ending after

December 31, 2012.

(h) The Company is not a party to, or bound by, any Tax indemnity, Tax-sharing, or

Tax allocation agreement, other than any agreement entered into in the Ordinary Course of

Business the primary purpose of which does not relate to Taxes.

(i) No private letter rulings, technical advice memoranda or similar agreement or

rulings have been requested, entered into, or issued by any taxing authority with respect to the

Company.

(j) The Company has not been a member of an affiliated, combined, consolidated, or

unitary Tax group for Tax purposes. The Company has no liability for Taxes of any Person

(other than the Company) under Treasury Regulations Section 1.1502-6 (or any corresponding

provision of state, local or foreign Law), as transferee or successor, by contract or otherwise

WEST\275532193.26 45

(other than any Contract entered into in the Ordinary Course of Business the primary purpose of

which does not relate to Taxes).

(k) The Company has, at all times since the date of formation, been treated as a

partnership or as a disregarded entity for U.S. federal income tax purposes.

(l) The Company will not be required to include any material item of income in, or

exclude any material item or deduction from, taxable income for any taxable period or portion

thereof ending after the Closing Date as a result of:

(i) any change in a method of accounting under Section 481 of the Code (or

any comparable provision of state, local or foreign Tax Laws), or use of an improper

method of accounting, for a taxable period ending on or prior to the Closing Date;

(ii) an installment sale or open transaction occurring on or prior to the

Closing Date;

(iii) a prepaid amount received on or before the Closing Date;

(iv) any closing agreement under Section 7121 of the Code, or similar

provision of state, local or foreign Law; or

(v) any election under Section 108(i) of the Code.

(m) The Company is not, and has not been, a party to, or a promoter of, a “reportable

transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations

Section 1.6011-4(b).

(n) Section 3.26(n) of the Disclosure Schedule sets forth all foreign jurisdictions in

which the Company is subject to Tax, is engaged in business or has a permanent establishment.

The Company has not entered into a gain recognition agreement pursuant to Treasury Regulations

Section 1.367(a)-8. The Company has not transferred an intangible, the transfer of which would

be subject to the rules of Section 367(d) of the Code.

Section 3.27 Books and Records.

(a) The Company has made available to Buyer true, correct and complete copies of

the certificate of formation and the Company Operating Agreement, and any other organization or

governing documents of the Company (collectively with the Company Operating Agreement, the

“Company Organizational Documents”). All such Company Organizational Documents are in

full force and effect and the Company is not in violation of any provisions therein.

(b) The minute books and resolutions of the Company made available to Buyer

contain true, correct and complete records of all meetings and accurately reflect in all material

respects all actions of the members and the manager (including any committees thereof) of the

Company as of the date of this Agreement. The membership interest certificate books, if any, and

membership interest transfer ledgers, if any, of the Company made available to Buyer are true,

correct and complete as of the date of this Agreement.

(c) The Company has maintained substantially complete and accurate records (in the

form of technical notebooks and/or electronic files) of all Regulatory Documentation and all such

WEST\275532193.26 46

development conducted by or on behalf of it and all findings and other Information resulting from

such work sufficient for the storage, maintenance, transfer, processing, development,

manufacture, commercialization and exploitation of the CellRight Products and CellRight’s

Processing Technology. Such records, including any electronic files where such all findings and

other Information may also be contained, shall reflect all work done and results achieved in the

development of the CellRight Products and CellRight’s Processing Technology in sufficient

detail further development, manufacture, commercialization and for regulatory purposes and

submission to any Governmental Authority or for the procurement of Permits.

Section 3.28 Brokers. Neither the Company nor any Seller has any liability or obligation to

pay any fees, commissions or expenses to any broker, finder or agent with respect to the transactions

contemplated by this Agreement.

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY

EXPRESSLY SET FORTH IN THIS ARTICLE III AND THE REPRESENTATIONS AND

WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN ARTICLE IV, NEITHER THE

COMPANY NOR ANY SELLER MAKES ANY REPRESENTATIONS OR WARRANTIES TO

BUYER OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO

ANY OF THE COMPANY OR THE CONDITION (INCLUDING THE ENVIRONMENTAL

CONDITION), VALUE OR QUALITY OF THE COMPANY OR ITS BUSINESS, PROPERTIES AND

ASSETS, AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY

EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY

SET FORTH IN THIS ARTICLE III AND THE REPRESENTATIONS AND WARRANTIES OF

SELLERS EXPRESSLY SET FORTH IN ARTICLE IV, THE COMPANY AND SELLERS HEREBY

SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF

MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE

WITH RESPECT TO THE COMPANY’S BUSINESS OR THE PROPERTIES AND ASSETS OF THE

COMPANY, OR ANY PART THEREOF.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Except as set forth in the correspondingly numbered Section of the Disclosure Schedule, each

Seller, severally and not jointly, represents and warrants to Buyer that the statements contained in this

Article IV are true and correct as to such Seller as of the date hereof:

Section 4.01 Legal Capacity / Power and Authority.

(a) Legal Capacity of a Seller That Is a Natural Person. If such Seller is a natural

person, such Seller has full legal capacity to (i) execute and deliver this Agreement and each

Transaction Document to which he or she is or will be a party, (ii) perform his or her obligations

under this Agreement and each such Transaction Document and (iii) consummate the transactions

contemplated by this Agreement and each such Transaction Document.

(b) Power and Authority of a Seller That Is an Entity. If such Seller is an entity, (i)

such Seller is duly organized, validly existing and in good standing under the Laws of the

jurisdiction of its organization, (ii) such Seller has full corporate, partnership or limited liability

company, as applicable, power and authority to (A) execute and deliver this Agreement and each

Transaction Document to which it is or will be a party, (B) carry out its obligations under this

Agreement and each such Transaction Document and (C) consummate the transactions

WEST\275532193.26 47

contemplated by this Agreement and each such Transaction Document, (iii) the performance by

such Seller of its obligations under this this Agreement and each Transaction Document to which

it is or will be a party, and the consummation by such Seller of the transactions contemplated by

this Agreement and each such Transaction Document, have been duly authorized by all requisite

organizational action, and (iv) the individual executing this Agreement and each such Transaction

Document on behalf of such Seller has full power and authority to so execute and deliver such

instruments.

Section 4.02 Execution and Delivery. This Agreement has been duly executed and delivered

by or on behalf of such Seller and (assuming due authorization, execution and delivery by the other

parties thereto) this Agreement constitutes a legal, valid, and binding obligation of such Seller,

enforceable against such Seller in accordance with its terms, except as such enforceability may be limited

by the Enforceability Limitation. When each other Transaction Document to which such Seller is or will

be a party has been duly executed and delivered by such Seller (assuming due authorization, execution

and delivery by each other party thereto), such Transaction Document will constitute the legal and

binding obligations of such Seller enforceable against such Seller in accordance with its terms, except as

such enforceability may be limited by the Enforceability Limitation.

Section 4.03 Title to Membership Interests. Such Seller is the record owner of, and has

good and valid title to, the Membership Interests set forth adjacent to such Seller’s name on the

Spreadsheet, free and clear of all Encumbrances (other than the restrictions set forth in the Company

Operating Agreement (including any restrictions on use, voting, transfer, receipt of income or exercise of

any other attributes of ownership set forth in the Company Operating Agreement) or imposed by federal

and state securities laws).

Section 4.04 No Conflicts; Consents. The execution, delivery and performance by such

Seller of this Agreement and the other Transaction Documents to which it is a party, and the

consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with

or result in a violation or breach of, or default under, any provision of the Organizational Documents of

such Seller; (b) conflict with or result in a violation or breach of any provision of any Law or

Governmental Order applicable to such Seller; or (c) except as set forth in Section 4.04 of the Disclosure

Schedule, require the consent of, notice to or other action by any Person under, conflict with, result in a

violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both,

would constitute a default under, result in the acceleration of or create in any party the right to accelerate,

terminate, modify or cancel any Contract to which such Seller is a party or by which such Seller is bound

or to which any of its respective properties and assets are subject. No consent, approval, Permit,

Governmental Order or declaration from, or filing with, or notice to, any Governmental Authority is

required by or with respect to such Seller in connection with the execution and delivery of this Agreement

and the other Transaction Documents to which it is a party and the consummation of the transactions

contemplated hereby and thereby.

Section 4.05 Legal Proceedings. Except as set forth on Section 4.05 of the Disclosure

Schedule, there are no Actions pending or, to such Seller’s actual knowledge, threatened against or by

such Seller, that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by

this Agreement.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR

Except as set forth in the correspondingly numbered Section of the Disclosure Schedule, Buyer

represents and warrants to Sellers that the statements contained in this Article V are true and correct as of

the date hereof.

Section 5.01 Organization and Authority of Buyer. Buyer is a corporation organized,

validly existing and in good standing under the Laws of Delaware. Guarantor is a limited company duly

organized, validly existing and in good standing under the Laws of England and Wales. Each of Buyer

and Guarantor has full organizational power and authority to enter into this Agreement and the other

Transaction Documents to which Buyer or Guarantor is a party, to carry out its respective obligations

hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The

execution and delivery by Buyer and Guarantor of this Agreement and any other Transaction Documents

to which Buyer or Guarantor is a party, the performance by Buyer and Guarantor of its respective

obligations hereunder and thereunder and the consummation by Buyer and Guarantor of the transactions

contemplated hereby and thereby have been duly authorized by all requisite corporate and organizational

action on the part of Buyer and Guarantor. This Agreement has been duly executed and delivered by

Buyer and Guarantor, and (assuming due authorization, execution, and delivery by the Company and

Sellers) this Agreement constitutes a legal, valid, and binding obligation of Buyer and Guarantor

enforceable against Buyer and Guarantor in accordance with its terms, except as such enforceability may

be limited by the Enforceability Limitations. When each other Transaction Document to which Buyer or

Guarantor is or will be a party has been duly executed and delivered by Buyer and Guarantor (assuming

due authorization, execution and delivery by each other party thereto), such Transaction Document will

constitute a legal and binding obligation of Buyer or Guarantor, as applicable, enforceable against Buyer

or Guarantor, as applicable, in accordance with their respective terms, except as such enforceability may

be limited by the Enforceability Limitations.

Section 5.02 No Conflicts; Consents. The execution, delivery and performance by Buyer and

Guarantor of this Agreement and the other Transaction Documents to which Buyer or Guarantor is a

party, and the consummation of the transactions contemplated hereby and thereby, do not and will not:

(a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational

Documents of Buyer or Guarantor; (b) conflict with or result in a violation or breach of any provision of

any Law or Governmental Order applicable to Buyer or Guarantor; or (c) require the consent, notice or

other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an

event that, with or without notice or lapse of time or both, would constitute a default under, result in the

acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to

which Buyer or Guarantor is a party or by which Buyer or Guarantor is bound or to which any of their

respective properties and assets are subject, except, in the case of clauses (b) and (c), for any such

conflicts, defaults or violations and any failure to give, make or obtain any notices, declarations, filings,

consents or approvals, that could not, individually or in the aggregate, reasonably be expected to (x)

prevent or materially delay the Closing or (y) have a material adverse effect on the financial condition or

operations of Buyer or Guarantor. No consent, approval, Permit, Governmental Order, declaration or

filing with, or notice to, any Governmental Authority is required by or with respect to Buyer or Guarantor

in connection with the execution and delivery of this Agreement or the other Transaction Documents and

the consummation of the transactions contemplated hereby and thereby.

Section 5.03 Brokers. Other than Jefferies International Limited and WG Partners LLP,

neither Buyer nor its Affiliates have any Liability or obligation to pay any fees, commissions or expenses

to any broker, finder or agent with respect to the transactions contemplated by this Agreement. Buyer or

its Affiliates (other than the Company) will be solely liable for any fees, commissions, expenses or other

WEST\275532193.26 49

amounts owed to Jefferies International Limited and WG Partners LLP as a result of the transactions

contemplated by this Agreement.

Section 5.04 Legal Proceedings. There are no Actions pending or, to Buyer’s or Guarantor’s

knowledge, threatened against or by Buyer or Guarantor or any their respective Affiliates that challenge

or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Section 5.05 Investment Representation. Buyer is acquiring the Membership Interests for its

own account with the present intention of holding such securities for investment purposes and not with a

view to, or for sale in connection with, any distribution of such securities in violation of any federal or

state securities Laws. Buyer is an “accredited investor” as defined in Regulation D promulgated by the

Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities

Act”). Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and

of ownership of the Membership Interests. Buyer acknowledges that the Membership Interests have not

been registered under the Securities Act or any state or foreign securities Laws and that the Membership

Interests may not be sold, transferred, offered for sale, assigned, pledged, hypothecated or otherwise

disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant

to the terms of an effective registration statement under the Securities Act and the Membership Interests

are registered under any applicable state or foreign securities laws or sold pursuant to an exemption from

registration under the Securities Act and any applicable state or foreign securities Laws.

Section 5.06 Solvency. Assuming (w) that the representations and warranties of the Company

contained in this Agreement are true and correct in all material respects as of immediately prior to the

Closing (without regard to any knowledge of the Company, materiality or Material Adverse Effect

qualifiers therein), (x) compliance by the Company with its covenants, agreements and other obligations

under this Agreement, (y) that the projections regarding the Company were prepared in good faith and

based on reasonable assumptions when made and (z) the statements set forth in clauses (a) and (b) below

are true with respect to the Company as of immediately prior to the Closing, immediately after giving

effect to the transactions contemplated by this Agreement, Buyer and its subsidiaries (including the

Company), taken as a whole, (a) will be able to pay their respective debts as they become due, (b) shall

own property having a fair saleable value greater than the amounts required to pay their respective debts

(including a reasonable estimate of the amount of all contingent liabilities) and (c) will have adequate

capital to carry on their respective businesses. No transfer of property is being made and no obligation is

being incurred in connection with the transactions contemplated by this Agreement with the intent to

hinder, delay or defraud either present or future creditors of Buyer or the Company. Guarantor has or will

have sufficient cash or cash equivalents on hand or otherwise immediately available to fulfill its

obligations under this Agreement and the other Transaction Agreements when due.

Section 5.07 Financing. Buyer has delivered to the Company a true and complete copy of the

executed placing agreement, dated as of July 20, 2017, between Tissue Regenix Group plc and Jefferies

International Limited (the “Placing Agreement”), pursuant to which, upon the terms and conditions set

forth therein, Jefferies International Limited has conditionally agreed to use reasonable endeavors to

procure placees to subscribe for up to 400,000,000 new ordinary shares of 0.5 pence each in the capital of

Tissue Regenix Group plc (less the number of ordinary shares of 0.5 pence each in the capital of Tissue

Regenix Group plc (if any) subscribed by certain directors of Tissue Regenix Group plc at 10 pence per

share in connection with the fundraise for the acquisition contemplated by this Agreement) (“Placing

Shares”) at 10 pence per Placing Share (the “Financing”). The Placing Agreement has not been

amended or modified prior to the date of this Agreement, and the conditional obligation of Jefferies

International Limited to use reasonable endeavors to procure placees to subscribe for the Placing Shares

at 10 pence per Placing Share set forth in the Placing Agreement has not been amended or rescinded in

any respect. The Placing Agreement is in full force and effect and constitutes the legal, valid and binding

WEST\275532193.26 50

obligation of Tissue Regenix Group plc, except as such enforceability may be limited by the

Enforceability Limitations. There are no conditions precedent to the obligation of Jefferies International

Limited under the Placing Agreement to use reasonable endeavors to procure placees to subscribe for the

Placing Shares at 10 pence per Placing Share, other than as expressly set forth in the Placing Agreement.

Subject to and conditional upon the placing of the Placing Shares at 10 pence per Placing Share in

accordance with the terms of the Placing Agreement, the aggregate proceeds to be disbursed pursuant to

the Placing Agreement, together with cash and cash equivalents available to Buyer, will, in the aggregate,

be sufficient for Buyer to consummate the transactions contemplated by this Agreement (including to pay

all amounts required to be paid by or on behalf of Buyer as contemplated by this Agreement and to pay all

estimated related fees and expenses to be paid by Buyer). As of the date of this Agreement, no event has

occurred which would result in any breach or violation of or constitute a default (or an event which with

notice or lapse of time or both would become a default) by Tissue Regenix Group plc under the Placing

Agreement which could reasonably prejudice Tissue Regenix Group plc’s ability to complete the

Financing, and Buyer does not have any reason to believe that any of the conditions to the Financing will

not be satisfied or that the Financing will not be available to Buyer on the Closing Date. Buyer (or its

Affiliate) has fully paid, or is paying, substantially contemporaneously with the execution and delivery of

this Agreement, any commitment fees or other fees required to be paid on or prior to the date of this

Agreement pursuant to the Placing Agreement.

Section 5.08 No Other Representations. Except for the representations and warranties

contained in Article III and Article IV, Buyer has not relied on any representation made by or on behalf of

the Company or the Sellers. Buyer is an informed and sophisticated Person, and has engaged expert

advisors experienced in the evaluation and acquisition of companies such as the Company as

contemplated hereunder. Buyer acknowledges and agrees that it has conducted its own independent

review and analysis of (and, based thereon, has formed an independent judgment concerning) the

business, assets, condition, operations and prospects of the Company, and Buyer has been furnished with

or given full access to such information about the Company and its business and operations as it has

requested. In entering into this Agreement, Buyer has relied solely upon its own investigation and

analysis and the representations and warranties of Company and Sellers expressly set forth in this

Agreement, and Buyer acknowledges that, other than as set forth in this Agreement, neither Sellers nor

the Company nor any of their respective managers, officers, employees, Affiliates, stockholders,

members, owners, agents, advisors or representatives makes or has made (and the Company and Sellers

specifically disclaim), and Buyer has not relied upon, any representation or warranty, either express or

implied, (a) as to the accuracy or completeness of any of the information provided or made available to

Buyer or its agents, advisors, representatives, lenders or Affiliates prior to the execution of this

Agreement and (b) with respect to any projections, forecasts, estimates, plans or budgets of future

revenues, expenses or expenditures, future results of operations (or any component thereof), future cash

flows (or any component thereof) or future financial condition (or any component thereof) of the

Company heretofore or hereafter delivered to or made available to Buyer or its agents, advisors,

representatives, lenders or Affiliates. Buyer understands and agrees that it is acquiring the Company in

the condition it is in at the Closing based upon Buyer’s own inspection, examination and determination of

all matters related thereto, and without reliance upon any express or implied representations or warranties

of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to any of the

Sellers or the Company, except for the representations and warranties which are expressly set forth in

Article III and Article IV hereof. Buyer acknowledges and agrees that the representations and warranties

set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect

the data set forth in any other document, material or statement, whether written or oral, made available to

Buyer.

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ARTICLE VI

COVENANTS

Section 6.01 Conduct of Business Prior to the Closing. From the date hereof until the

Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which

consent shall not be unreasonably withheld or delayed), the Company shall (x) conduct the business of the

Company in the Ordinary Course of Business; and (y) use commercially reasonable efforts to maintain

and preserve intact the current organization, business and franchise of the Company and to preserve the

rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators

and others having business relationships with the Company. Without limiting the foregoing, from the

date hereof until the Closing Date, the Company shall:

(a) preserve and maintain all of its Permits;

(b) pay its debts, Taxes and other obligations when due;

(c) maintain the properties and assets owned, operated or used by the Company in

the same condition as they were on the date of this Agreement, subject to ordinary wear and tear;

(d) continue in full force and effect without modification all Insurance Policies,

except as required by applicable Law;

(e) defend and protect its properties and assets from infringement or usurpation in

accordance with past practice;

(f) perform all of its obligations under all Material Contracts relating to or affecting

its properties, assets or business;

(g) maintain its books and records in accordance with past practice;

(h) other than in the Ordinary Course of Business, not incur any Liabilities that

would be required to be set forth on a balance sheet as a Liability in accordance with GAAP;

(i) not transfer, assign, sell or dispose of any assets except in the Ordinary Course of

Business; and

(j) comply in all material respects with all applicable Laws.

Notwithstanding the foregoing, Buyer agrees and acknowledges that the Company shall repay all

outstanding Indebtedness at or prior to the Closing.

Notwithstanding the foregoing, nothing contained in this Agreement shall give Buyer, directly or

indirectly, the right to control or direct the operations of the Company prior to the Closing. Prior to the

Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement,

complete control and supervision over its operations.

Section 6.02 Access to Information. From the date hereof until the Closing or the earlier

termination of this Agreement in accordance with its terms, the Company shall (a) afford Buyer and its

Representatives reasonable access, upon reasonable notice, during normal business hours and in a manner

that does not unreasonably interfere with the conduct of the Company’s business to inspect all of the Real

Property, properties, assets, premises, books and records, Contracts and other documents and data related

WEST\275532193.26 52

to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data

and information related to the Company as Buyer or any of its Representatives may reasonably request;

and (c) instruct the Representatives of the Company to cooperate with Buyer in its due diligence

investigation of the Company. Without limiting the foregoing, the Company shall permit Buyer and its

Representatives to (i) conduct intellectual property due diligence related to Company’s business,

including its Trade Secret protections in place for its processing technologies; provided that Buyer and its

Representatives will have no right to access, review or perform any due diligence on the Company’s

Trade Secrets, the CellRight Processing Technology, the blueprint of the Company’s manufacturing

facility, or the Company’s standard operating procedures, and (ii) conduct a Phase 1 environmental site

assessment of the Real Property, including the collecting and analysis of samples of indoor or outdoor air,

surface water, groundwater or surface or subsurface land on, at, in, under or from the Real Property. Any

investigation pursuant to this Section 6.02 shall be conducted in such manner as not to interfere

unreasonably with the conduct of the business of the Company. No investigation by Buyer or other

information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty,

or agreement given or made by Company or Sellers in this Agreement. Buyer shall repair or restore the

Real Property to the condition in which it existed immediately prior to any such inspection of the Real

Property.

Section 6.03 No Solicitation of Other Bids.

(a) Sellers shall not, and shall not authorize or permit any of their Affiliates

(including the Company) or any of its or their Representatives to, directly or indirectly, (i)

encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii)

enter into discussions or negotiations with, or provide any information to, any Person concerning

a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether

or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to

be terminated, and shall cause their Affiliates (including the Company) and all of its and their

Representatives to immediately cease and cause to be terminated, all existing discussions or

negotiations with any Persons conducted heretofore with respect to, or that could lead to, an

Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry,

proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a

merger, consolidation, liquidation, recapitalization or other business combination transaction

involving the Company; (ii) the issuance or acquisition of membership interests in the Company;

or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s

properties or assets.

(b) In addition to the other obligations under this Section 6.03, Sellers shall promptly

(and in any event within three (3) Business Days after receipt thereof by any such Seller or their

Representatives) advise Buyer orally and in writing of any Acquisition Proposal and any request

for information with respect to any Acquisition Proposal, or any inquiry with respect to or which

could reasonably be expected to result in an Acquisition Proposal and the material terms and

conditions of such request, Acquisition Proposal or inquiry, but the Sellers shall have no

obligation to advise Buyer of the identity of the Person making the same.

(c) Sellers agree that the rights and remedies for noncompliance with this Section

6.03 shall include having such provision specifically enforced by any court having equity

jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall

cause irreparable injury to Buyer and that monetary damages would not provide an adequate

remedy to Buyer.

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Section 6.04 Notice of Certain Events.

(a) From the date hereof until the Closing, the Company shall promptly notify Buyer

in writing of:

(i) any fact, circumstance, event or action the existence, occurrence or

taking of which (A) has had, or could reasonably be expected to have, individually or in

the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be

expected to result in, any representation or warranty made by Sellers hereunder not being

true and correct or (C) has resulted in, or could reasonably be expected to result in, the

failure of any of the conditions set forth in Section 8.02 to be satisfied;

(ii) any notice or other communication from any Person alleging that the

consent of such Person is or may be required in connection with the transactions

contemplated by this Agreement;

(iii) any notice or other communication from any Governmental Authority in

connection with the transactions contemplated by this Agreement; and

(iv) any Actions commenced or, to the Company’s Knowledge, threatened

against, relating to or involving or otherwise affecting the Company or Sellers that, if

pending on the date of this Agreement, would have been required to have been disclosed

pursuant to Section 3.16 or Section 4.05, respectively, or that relates to the consummation

of the transactions contemplated by this Agreement.

(b) From the date hereof until the Closing, Buyer shall promptly notify Seller

Representative in writing of:

(i) any event, occurrence, development or change in facts or circumstances

that has resulted in, or would reasonably be expected to result in, the failure of any of the

conditions set forth in Section 8.03 to be satisfied;

(ii) any notice or other communication from any Person alleging that the

consent of such Person is or may be required in connection with the transactions

contemplated by this Agreement;

(iii) any notice or other communication from any Governmental Authority in

connection with the transactions contemplated by this Agreement; and

(iv) any Actions commenced or threatened in writing against Buyer that

relates to the consummation of the transactions contemplated by this Agreement.

(c) A party’s notification pursuant to this Section 6.04 shall not operate as a waiver

or otherwise affect any representation, warranty or agreement given or made by Buyer, the

Company or Sellers in this Agreement (including Section 9.02 and Section 10.01(b)) and shall not

be deemed to amend or supplement the Disclosure Schedule delivered by Seller Representative or

Buyer.

Section 6.05 Confidentiality. From and after the Closing, Sellers shall, and shall use

reasonable best efforts to cause their Affiliates and Representatives to, hold in confidence any and all

Information of the Company, whether written or oral, except to the extent such Information (a) is or

WEST\275532193.26 54

becomes generally available to the public through no fault of Sellers, any of their Affiliates or their

respective Representatives; or (b) is lawfully acquired by Sellers, any of their Affiliates or their respective

Representatives from and after the Closing from sources which are not prohibited from disclosing such

information by a legal, contractual or fiduciary obligation. If Sellers or any of their Affiliates or their

respective Representatives are compelled to disclose any Information of the Company by judicial or

administrative process or by other requirements of Law, (i) such Person shall, unless prohibited by

applicable Law, promptly notify Buyer in writing of such request for disclosure so that Buyer may, at its

expense, seek an appropriate protective order and (ii) such Person shall disclose only that portion of such

Information which such Person is advised by their counsel in writing is legally required to be disclosed.

Section 6.06 Non-competition; Non-solicitation.

(a) During the Hernandez Restricted Period, Jesus Hernandez, shall not, and during

the S&M Restricted Period, Robin Sullivan and Dean Mueller shall not, and shall use reasonable

efforts to cause their Affiliates to not, (i) engage in the Restricted Business in the Territory; (ii)

have an interest in any Person that engages directly or indirectly in the Restricted Business in the

Territory in any capacity, including as a partner, shareholder, member, owner, employee,

principal, agent, trustee, advisor, or consultant; or (iii) intentionally interfere in any material

respect with the business relationships (whether formed prior to or after the date of this

Agreement) between the Company and customers or suppliers of the Company, except in each

case, in the good faith performance of the Restricted Persons’ duties and responsibilities to the

Company. Notwithstanding the foregoing, the Restricted Persons may own, directly or indirectly,

solely as an investment, securities of any Person traded on any national securities exchange if the

Restricted Persons are not a controlling Person of, or a member of a group which controls, such

Person and does not, directly or indirectly, own 2% or more of any class of securities of such

Person.

(b) During the Hernandez Restricted Period, Jesus Hernandez shall not and during

the S&M Restricted Period, Robin Sullivan and Dean Mueller shall not, directly or indirectly,

hire or solicit any employee of the Company or encourage any such employee to leave such

employment or hire any such employee who has left such employment, except (i) in good faith

performance of the Restricted Persons’ duties and responsibilities to the Company and (ii)

pursuant to a general solicitation which is not directed specifically to any such employees;

provided, that nothing in this Section 6.06(b) shall prevent the Restricted Persons from hiring (A)

any employee whose employment has been terminated by the Company or Buyer or (B) after one

hundred eighty (180) days from the date of termination of employment, any employee whose

employment has been terminated by the employee.

(c) During the Restricted Period, the Restricted Persons shall not, and shall not

permit any of their Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or

entice, any clients or customers of the Company or potential clients or customers of the Company

for purposes of diverting their business or services from the Company, except in the good faith

performance of the Restricted Persons’ duties and responsibilities to the Company.

(d) The Restricted Persons acknowledge that a breach or threatened breach of this

Section 6.06 would give rise to irreparable harm to Buyer, for which monetary damages would

not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach

by the Restricted Persons of any such obligations, Buyer shall, in addition to any and all other

rights and remedies that may be available to it in respect of such breach, be entitled to seek

equitable relief, including a temporary restraining order, an injunction, specific performance and

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any other relief that may be available from a court of competent jurisdiction (without any

requirement to post bond).

(e) The Restricted Persons acknowledge and agree that the restrictions contained in

this Section 6.06 are reasonable and necessary to protect the legitimate interests of Buyer,

including in client relationships, good will, trade secrets of the Company’s CellRight Products

and constitute a material inducement to Buyer to enter into this Agreement and consummate the

transactions contemplated by this Agreement. In the event that any covenant contained in this

Section 6.06 should ever be adjudicated to exceed the time, geographic, product or service, or

other limitations permitted by applicable Law in any jurisdiction, then any court is expressly

empowered to reform such covenant, and such covenant shall be deemed reformed, in such

jurisdiction to the maximum time, (but in no event more than the Hernandez Restricted Period or

the S&M Restricted Period, as applicable), geographic, product or service, or other limitations

permitted by applicable Law. The Restricted Persons acknowledge and agree that the covenants

contained in this Section 6.06 and each provision in this Section 6.06 are severable and distinct

covenants and provisions. The invalidity or unenforceability of any such covenant or provision

as written shall not invalidate or render unenforceable the remaining covenants or provisions

hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or

render unenforceable such covenant or provision in any other jurisdiction.

Section 6.07 Governmental Approvals and Consents.

(a) Buyer and the Company shall, as promptly as possible, (i) make or cause to be

made, all filings and submissions required under any Law applicable to such party or any of its

Affiliates and (ii) use commercially reasonable efforts to obtain, or cause to be obtained, all

consents, authorizations, orders and approvals from all Governmental Authorities that may be or

become necessary for the performance of the parties’ obligations pursuant to this Agreement and

the other Transaction Documents. Buyer and Company shall cooperate fully with the other party

and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders, and

approvals. The parties hereto shall not willfully take any action that will have the effect of

delaying, impairing, or impeding the receipt of any required consents, authorizations, orders, and

approvals.

(b) Buyer and Company shall use commercially reasonable efforts to give all notices

to, and obtain all consents from, all third parties that are described in Section 3.04, Section 4.04

and Section 5.02 of the Disclosure Schedule.

(c) Without limiting the generality of Buyer’s and the Company’s undertakings

pursuant to subsections (a) and (b) above, each of Buyer and the Company shall use all

commercially reasonable efforts to:

(i) respond to any inquiries by any Governmental Authority regarding

antitrust or other matters with respect to the transactions contemplated by this Agreement

or any Transaction Document;

(ii) avoid the imposition of any Governmental Order or the taking of any

action that would restrain, alter or enjoin the transactions contemplated by this

Agreement or any Transaction Document; and

(iii) in the event any Governmental Order adversely affecting the ability of

the parties to consummate the transactions contemplated by this Agreement or any

WEST\275532193.26 56

Transaction Document has been issued, to have such Governmental Order vacated or

lifted.

(d) If any consent, approval, or authorization necessary to preserve any right or

benefit under any Contract to which the Company is a party is not obtained prior to the Closing,

Seller Representative shall, subsequent to the Closing and at Buyer’s sole expense, cooperate

with Buyer and the Company in attempting to obtain such consent, approval, or authorization as

promptly thereafter as practicable.

(e) All analyses, appearances, meetings, discussions, presentations, memoranda,

briefs, filings, arguments, and proposals made by or on behalf of either party before any

Governmental Authority or the staff or regulators of any Governmental Authority, in connection

with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any

interactions between Sellers or the Company with Governmental Authorities in the Ordinary

Course of Business, any disclosure which is not permitted by Law or any disclosure containing

confidential information) shall be disclosed to the other party hereunder in advance of any filing,

submission or attendance, it being the intent that the parties will consult and cooperate with one

another, and consider in good faith the views of one another, in connection with any such

analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings,

arguments, and proposals. Each party shall give notice to the other party with respect to any

meeting, discussion, appearance, or contact with any Governmental Authority or the staff or

regulators of any Governmental Authority, with such notice being sufficient to provide the other

party with the opportunity to attend and participate in such meeting, discussion, appearance, or

contact.

(f) Notwithstanding the foregoing, nothing in this Section 6.07 shall require, or be

construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or

limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company

or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in,

the operations of any such assets, businesses or interests which, in either case, could reasonably

be expected to result in a Material Adverse Effect or materially and adversely impact the

economic or business benefits to Buyer of the transactions contemplated by this Agreement; or

(iii) any material modification or waiver of the terms and conditions of this Agreement.

Section 6.08 Books and Records.

(a) In order to facilitate the resolution of any claims made against or incurred by the

Company prior to the Closing, or for any other reasonable purpose, for a period of seven (7) years

after the Closing, Buyer shall:

(i) retain the books and records (including personnel files) of the Company

relating to periods prior to the Closing in a manner reasonably consistent with the prior

practices of the Company; and

(ii) upon reasonable notice, afford the Seller Representative and his

Representatives reasonable access (including the right to make, at the Seller

Representative’s expense, photocopies), during normal business hours, to such books and

records;

provided, however, that any books and records related to Tax matters shall be

retained pursuant to the periods set forth in Article VII.

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Section 6.09 Closing Conditions. From the date hereof until the Closing, each party hereto

shall use commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the

closing conditions set forth in Article VIII hereof.

Section 6.10 Indemnification of Officers and Directors.

(a) From the Closing until the sixth (6th) anniversary of the Closing Date (or with

respect to any claim outstanding on the sixth anniversary of the Closing Date, until the resolution

of such claim), all rights to indemnification and advancement of expenses by the Company

existing in favor of those Persons who were prior to, or who are as of, the Closing Date,

managers, directors or officers of the Company (the “D&O Indemnified Persons”) for their acts

and omissions occurring prior to the Closing, as provided in the Company Organizational

Documents shall survive the transactions contemplated by this Agreement and shall be observed

by Buyer and its Affiliates (including the Company) to the fullest extent provided in the

Company Organizational Documents under the applicable Law, and any claim made requesting

indemnification pursuant to such indemnification rights shall continue to be subject to this

Section 6.10 until disposition of such claim. In furtherance of the foregoing, Buyer will not, and

will not permit the Company to, amend, repeal or modify any provision in the Company

Organizational Documents, or in any agreement between the Company and any D&O

Indemnified Person relating to the exculpation, indemnification or advancement of expenses of

any current or former officers or directors of the Company (unless expressly required by

applicable Law), it being the intent of the parties that the D&O Indemnified Persons will continue

to be entitled to all rights to exculpation, indemnification and advancement of expenses to the full

extent of the applicable Law and the Company Organizational Documents.

(b) The Company has obtained, at its sole cost and expense, a prepaid “tail” policy

with coverage for no less than six (6) years following the Closing Date (the “Tail Policy”) with

respect to the existing policy of directors’ and officers’ liability insurance maintained by the

Company as of the Closing for the benefit of the D&O Indemnified Persons with respect to their

acts and omissions occurring prior to the Closing. The Company shall, and Buyer shall cause the

Company to maintain the Tail Policy and not take any action to amend, modify or terminate the

Tail Policy during the term thereof.

(c) The provisions of this Section 6.10 shall survive the consummation of the

transactions contemplated hereby and are intended to be for the benefit of, and will be

enforceable by, each of the D&O Indemnified Persons and their successors, assigns and heirs.

The obligations under this Section 6.10 shall not be terminated or modified in such a manner as to

adversely affect any D&O Indemnified Person to whom this Section 6.10 applies without the

consent of such D&O Indemnified Person (it being expressly agreed that the D&O Indemnified

Persons to whom this Section 6.10 applies shall be third party beneficiaries of this Section 6.10

and shall be entitled to enforce the covenants contained herein).

Section 6.11 Public Announcements. Unless otherwise required by applicable Law (based

upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements

(other than Press Announcements (as defined in the Placing Agreement) and any other announcements

required under the terms of the Placing Agreement) in respect of this Agreement or the transactions

contemplated hereby or otherwise communicate with any news media without the prior written consent of

Buyer and Seller Representative (which consent shall not be unreasonably withheld or delayed), and

Buyer and Seller Representative shall cooperate as to the timing and contents of any such announcement.

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Section 6.12 Further Assurances. Following the Closing, each of the parties hereto shall,

and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments,

conveyances and assurances and take such further actions as may be reasonably required to carry out the

provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 6.13 Employee Matters.

(a) Except with respect to the Key Employees (whose terms of employment are

addressed in their respective employment agreements), for at least one (1) year following the

Closing Date, Buyer shall provide or cause to be provided to all employees of the Company (i) a

salary or wage level and bonus opportunity at least equal to the salary or wage level and bonus

opportunity to which they were entitled immediately prior to the Closing Date and (ii) benefits,

perquisites, and other terms and conditions of employment that are at least equivalent to the

benefits, perquisites, and other terms and conditions of employment that they were entitled to

receive immediately prior to the Closing Date. Notwithstanding the foregoing, following the

Closing Date, Buyer shall provide or cause to be provided to each employee of the Company, as

of the Closing Date, with compensation and benefits at least as favorable as the compensation and

benefits provided to similarly situated employees of Buyer and its Affiliates.

(b) With respect to each employee benefit plan, policy, or practice, including,

without limitation, severance, vacation, and paid time-off plans, policies, or practices, sponsored

or maintained by Buyer or its Affiliates, Buyer shall grant or cause to be granted to all employees

of the Company, credit for all service with the Company prior to the Closing Date for all purposes

(including, without limitation, eligibility to participate, vesting credit, eligibility to commence

benefits, benefit accrual, and severance), subject to offsets for previously accrued benefits and to

avoid the duplication of benefits. Notwithstanding the immediately preceding sentence, neither

Buyer nor any of its Affiliates shall be required to provide credit for such service for level of

benefit or benefit accrual purposes under any defined benefit pension plan (however, for the

avoidance of doubt, Buyer and its Affiliates shall be required to provide credit for such service

for purposes of the level of benefit accruals under any defined contribution profit-sharing or

matching plan).

(c) Following the Closing Date, Buyer shall provide or cause to be provided that any

costs or expenses incurred by employees of the Company (and their dependents and beneficiaries)

up to and including the Closing Date shall be taken into account for purposes of satisfying

applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like

adjustments or limitations on coverage under any such welfare benefit plans.

(d) Nothing in this Section 6.13 is intended to or shall (i) be treated as an amendment

to, or be construed as amending, any Benefit Plan or other benefit plan, program or agreement

sponsored, maintained or contributed to by Buyer or any of its Affiliates, (ii) prevent Buyer or its

Affiliates from terminating any Benefit Plan or any other benefit plan in accordance with its

terms, (iii) prevent Buyer or its Affiliates, after the Closing Date, from terminating the

employment of any employee of the Company, or (iv) confer any rights or remedies (including

third-party beneficiary rights) on any current or former director, employee, consultant or

independent contractor of the Company.

Section 6.14 Financing.

(a) Buyer and its Affiliates shall not permit any amendment or modification to be

made to, or any waiver of any provision or remedy under, or replace, the Placing Agreement, if

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such amendment, modification, waiver or replacement (i) reduces the aggregate amount of the

Financing or (ii) imposes new or additional conditions or otherwise expands, amends or modifies

any of the conditions to the receipt of the Financing in a manner that would reasonably be

expected to (A) materially delay or prevent the Closing Date or (B) materially delay, prevent or

otherwise make materially less likely to occur the funding of the Financing (or satisfaction of the

conditions to obtaining the Financing), and Buyer shall use commercially reasonable efforts to

take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper

or advisable to arrange and obtain the Financing on the terms described in the Placing Agreement.

Buyer shall give the Company and Seller Representative prompt (in no event more than three (3)

Business Days) written notice: (1) of any breach or default (or any event or circumstance that,

with or without notice, lapse of time or both, would reasonably be expected to give rise to any

breach or default) by any party to the Placing Agreement or any other definitive document related

to the Financing of which Buyer obtains actual knowledge; (2) of the receipt of any written notice

or other written communication from any Person with respect to any actual or potential breach,

default, termination or repudiation by any party to the Placing Agreement or any other definitive

document related to the Financing; and (3) if for any reason Buyer believes in good faith that it

will not be able to obtain all or any portion of the Financing on substantially the terms

contemplated by the Placing Agreement or any other definitive documents related to the

Financing. As soon as reasonably practicable after the date the Seller Representative delivers to

Buyer a written request, but in any event within five (5) Business Days thereof, Buyer shall

provide any information reasonably requested by the Company relating to any circumstance

referred to in clause (1), (2) or (3) of the immediately preceding sentence.

(b) If any portion of the Financing becomes unavailable on the terms and conditions

contemplated in the Placing Agreement, Buyer shall promptly notify the Seller Representative

and shall use commercially reasonable efforts to arrange to obtain alternative financing from

alternative sources on terms and conditions no less favorable in the aggregate to Buyer (in the

reasonable judgment of Buyer) and in an amount sufficient to consummate the transactions

contemplated hereby promptly following the occurrence of such event. Buyer shall promptly

deliver to the Company true and complete copies of all agreements pursuant to which any such

alternative source shall have committed to provide Buyer with any portion of the Financing.

(c) Buyer shall take (or cause to be taken) all commercially reasonable actions, and

do (or cause to be done) all commercially reasonable things, necessary, proper or advisable to

obtain the Financing contemplated by the Placing Agreement.

Section 6.15 Retransfer of Membership Interests. In the event Buyer fails for any reason or

no reason to deliver any portion of the Closing Cash Consideration to Sellers pursuant to

Section 2.03(c)(i), any portion of the Escrow Amount to the Escrow Agent pursuant to Section 2.03(c)(ii),

any portion of the payment to the Non-Milestone Sellers pursuant to Section 2.03(c)(iii), or any portion of

the Seller Representative Expense Fund to the bank account designated by the Seller Presentative

pursuant to Section 2.03(c)(iv) by 4:00 p.m. (Eastern Daylight Time), on the first calendar day

immediately following the Closing Date, Buyer agrees and covenants to transfer, assign and deliver all of

the Membership Interests back to Sellers in the amounts that each Seller originally transferred to Buyer.

Buyer acknowledges that a breach or threatened breach of this Section 6.15 would give rise to irreparable

harm to Sellers, for which monetary damages would not be an adequate remedy, and hereby agrees that in

the event of a breach or a threatened breach by Buyer of any such obligations, Sellers shall, in addition to

any and all other rights and remedies that may be available to them in respect of such breach, be entitled

to seek equitable relief, including a temporary restraining order, an injunction, specific performance and

any other relief that may be available from a court of competent jurisdiction (without any requirement to

post bond).

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ARTICLE VII

TAX MATTERS

Section 7.01 Tax Covenants.

(a) Without the prior written consent of Buyer (such consent not to be unreasonably

withheld, conditioned, or delayed), between the date hereof and the Closing Date, neither the

Sellers nor the Company shall, to the extent it may affect or relate to the Company, (i) make,

change or rescind any Tax election (ii) amend any Tax Return, (iii) take any position on any Tax

Return that is inconsistent with past practices of the Company with respect thereto, or (iv) other

than in the Ordinary Course of Business, take any action, omit to take any action or enter into any

transaction that would have the effect of materially increasing the Tax liability or materially

reducing any Tax asset of the Company in respect of any Post-Closing Tax Period.

(b) Except as required by applicable Law, none of Buyer or any of its Affiliates shall

(or after the Closing, shall cause or permit the Company to) file, amend, refile or otherwise

modify (or grant an extension of any statute of limitations or request an assessment or

reassessment from a Governmental Authority with respect to) any Tax Return relating in whole or

in part to the Company (i) with respect to any Tax Period ending on or before the Closing Date,

or (ii) with respect to any Straddle Period without obtaining the prior written consent of Seller

Representative, which consent shall not be unreasonably withheld, conditioned or delayed. For

the avoidance of doubt, Buyer may not amend or refile any Pass-Through Tax Return.

(c) All transfer, documentary, sales, use, stamp, registration, value added and other

such Taxes and fees (including any penalties and interest) incurred in connection with this

Agreement and the other Transaction Documents (including any real property transfer Tax and

any other similar Tax) shall be borne equally by Sellers on the one hand, and Buyer on the other

hand, and timely paid when due. The party responsible under applicable Law shall, at its own

expense, timely file any Tax Return or other document with respect to such Taxes or fees (and the

other party shall cooperate with respect thereto as necessary).

(d) The Seller Representative shall prepare, or cause to be prepared, all Pass-

Through Tax Returns. The Sellers will timely pay all Taxes with respect to the Pass-Through

Tax Returns directly to the applicable taxing authority. Buyer shall cause to be timely filed all

Pass-Through Tax Returns to the extent such Tax Returns are due after the Closing Date.

(e) Other than the Pass-Through Tax Returns, Buyer shall prepare, or cause to be

timely prepared, in a manner consistent with past practice and applicable Law, all Tax Returns of

the Company, which include a Pre-Closing tax Period, including any Straddle Period, and due

after the Closing Date. With respect to any such Tax Return, prepared by Buyer pursuant to this

Section 7.01(e) and which could reasonably be expected to affect the Tax Liabilities of the Sellers

(including any indemnification obligations with respect to Taxes pursuant to Section 7.03), Buyer

shall provide copies of each such Tax Return to Sellers for their review and comment at least

twenty (20) days prior to the due date of filing any such Tax Returns and Buyer will make, or

cause to be made, such revisions to such Tax Return as reasonably requested by the Seller

Representative. Buyer and the Seller Representative shall attempt in good faith to resolve any

disagreement regarding such Tax Returns prior to the due date for filing such Tax Returns. In the

event that Buyer and the Seller Representative are unable to resolve any disagreement regarding

such Tax Returns within ten (10) days after the Seller Representative has delivered its comments,

the Seller Representative and Buyer shall refer such dispute to the Independent Accountant for

final determination, the costs of which shall be borne equally by Sellers on the one hand, and

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Buyer on the other hand. Buyer and Sellers agree to file any such Tax Return for any Pre-Closing

Tax Period or to amend any such Tax Return that was required to be filed during the period the

Independent Accountant was making its determination consistent with the Independent

Accountant’s determinations.

Section 7.02 Termination of Existing Tax Sharing Agreements. Any and all existing Tax

sharing agreements (whether written or not) binding upon the Company shall be terminated as of the

Closing Date. After such date the Company shall have no further rights or liabilities thereunder.

Section 7.03 Tax Indemnification. Except to the extent treated as a liability in the calculation

of Closing Working Capital, Sellers shall indemnify each Buyer Indemnitee and hold them harmless from

and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty

made in Section 3.26; (b) any Loss attributable to any breach or violation of, or failure to fully perform,

any covenant, agreement, undertaking or obligation in this Article VII; (c) all Taxes of the Company or

relating to the business of the Company for all Pre-Closing Tax Periods; (d) all Taxes of any member of

an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the

Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury

Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and

all Taxes of any person imposed on the Company arising under the principles of transferee or successor

liability or by contract, relating to an event or transaction occurring before the Closing Date.

Section 7.04 Straddle Period. In the case of Taxes that are payable with respect to a taxable

period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the

portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:

(a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages,

capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property,

or (iii) required to be withheld, deemed equal to the amount which would be payable if the

taxable year ended on the Closing Date; and

(b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire

period multiplied by a fraction the numerator of which is the number of days in the period ending

on the Closing Date and the denominator of which is the number of days in the entire period.

Section 7.05 Contests.

(a) Buyer agrees to give prompt written notice to Seller Representative of the receipt

of any written notice by the Company, Buyer or any of Buyer’s Affiliates which involves the

assertion of any claim, or the commencement of any Action, in respect of which an indemnity

may be sought by any Buyer Indemnitee pursuant to this Article VII (a “Tax Claim”); provided,

that failure to comply with this provision shall not affect a Buyer Indemnitee’s right to

indemnification hereunder except to the extent the defense of the Claim is prejudiced thereby.

(b) Within fifteen (15) Business Days after receipt by Seller Representative of a

notice respecting a Tax Claim, the Seller Representative may elect, so long as Sellers have an

obligation to indemnify Buyer Indemnitees hereunder with respect to such Tax Claim, by written

notice to Buyer, to contest the Tax Claim in the name of the Company. If Seller Representative

so elects, Sellers shall be solely responsible for the defense of the item or items at issue to the

extent it relates to a Pre-Closing Tax Period, except that (a) the Seller Representative will keep

Buyer informed with respect to the commencement, status and nature of any such proceeding, and

will reasonably cooperate with Buyer and consult with Buyer regarding the conduct of or

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positions taken in any such proceedings in the event the settlement would create a Tax liability on

part of Buyer, and (b) Sellers will not enter into any settlement or otherwise compromise any

such proceeding without the prior written consent of Buyer (such consent not to be unreasonably

withheld, conditioned or delayed) if such settlement would have the effect of materially

increasing the Tax liability or materially reducing any Tax asset of the Company in respect of any

Post-Closing Tax Period. Buyer will cause the Company to reasonably cooperate, in the contest

of such Tax Claim by making relevant documents and employees available to Sellers and/or

Seller Representative, and to execute such documents (including powers of attorney) as may be

reasonably necessary to allow Sellers and/or Seller Representative to conduct the defense.

(c) With respect to any other Tax Claim, including a Tax Claim related to a Straddle

Period and a Tax Claim that the Seller does not elect to control, Buyer shall have sole

responsibility for the defense of the item or items at issue provided (a) Sellers will have the right

(but not the duty) to participate in the defense of such proceeding and to employ counsel, at their

own expense, separate from counsel employed by Buyer, (b) Buyer will keep Sellers informed

with respect to the commencement, status and nature of any such proceeding, and will reasonably

cooperate with Sellers and consult with them regarding the conduct of or positions taken in any

such proceeding, and (c) Buyer will not enter into any settlement or otherwise compromise any

such proceeding without the prior written consent of the Seller Representative if Sellers would be

obligated to pay or indemnify with respect to a Tax under this Agreement, which consent will not

be unreasonably withheld, conditioned or delayed.

Section 7.06 Cooperation and Exchange of Information. Seller Representative and Buyer

shall provide each other with such cooperation and information as either of them reasonably may request

of the other in filing any Tax Return pursuant to this Article VII or in connection with any audit or other

proceeding in respect of Taxes of the Company. Such cooperation and information shall include

providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules,

related work papers and documents relating to rulings or other determinations by tax authorities. Each of

Seller Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and

other documents in its possession relating to Tax matters of the Company for any taxable period

beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods

to which such Tax Returns and other documents relate, without regard to extensions except to the extent

notified by the other party in writing of such extensions for the respective Tax periods. Prior to

transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other

documents in its possession relating to Tax matters of the Company for any taxable period beginning

before the Closing Date, Seller Representative or Buyer (as the case may be) shall provide the other party

with reasonable written notice and offer the other party the opportunity to take custody of such materials.

Section 7.07 Tax Treatment of Indemnification Payments. Any indemnification payments

pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties for Tax

purposes, unless otherwise required by Law.

Section 7.08 Survival. Notwithstanding anything in this Agreement to the contrary, the

provisions of Section 3.26 and this Article VII shall survive for the full period of all applicable statutes of

limitations (giving effect to any waiver, mitigation or extension thereof) plus 30 days.

Section 7.09 Overlap. To the extent that any obligation or responsibility pursuant to Article

IX may overlap with an obligation or responsibility pursuant to this Article VII, the provisions of this

Article VII shall govern.

Section 7.10 Intended Tax Treatment, Purchase Price Allocation.

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(a) The parties acknowledge and agree that, for U.S. federal and applicable state

income Tax purposes, pursuant to Internal Revenue Service Revenue Ruling 99-6 (and

corresponding applicable state and local Law), the purchase by Buyer of the Membership

Interests will be treated as a deemed liquidation of the Company and a deemed distribution of the

Company’s assets to the Sellers followed by a deemed purchase by Buyer of all the Company’s

assets. In accordance with Revenue Ruling 99-6, the Sellers shall be treated as having sold

partnership interests in accordance with Section 741 of the Code. Each party shall report the

transaction consistently with such treatment on their respective Returns for U.S. federal, state and

local income Tax purposes.

(b) Buyer and Sellers shall allocate the Purchase Price and liabilities assumed (and

other relevant items) among the assets of the Company in a manner consistent with Section 1060

of the Code and Treasury Regulations thereunder (and any similar provision of state, local or

foreign law, as appropriate) as set forth in Section 7.10 of the Disclosure Schedule (as the same

may be amended to account for any adjustments to the Purchase Price hereunder), and all Tax

Returns and reports filed by Sellers Representative and Buyer shall be prepared consistently with

such allocation. None of the parties shall, nor shall they permit their respective Affiliates to, take

any position inconsistent with the allocation in Section 7.10 of the Disclosure Schedule, except to

the extent required pursuant to a “determination” within the meaning of Section 1313(a) of the

Code (and any similar provision of state, local, or foreign Law). In the event that the Purchase

Price allocation reflected in Section 7.10 of the Disclosure Schedule is disputed by any

Governmental Authority, the Party receiving notice of the dispute shall promptly notify the other

Parties in writing, and the Parties agree to use their respective reasonable efforts to defend the

Purchase Price allocation in any audit or similar Tax proceeding.

Section 7.11 Refunds and Credits.

(a) Any amended Tax Return relating to a Pre-Closing Tax Period and any refund

claims relating to a Pre-Closing Tax Period shall be prepared by the Seller Representative and

Buyer will cause the Company to file any such amended Tax Returns or refund claims to the

extent reasonably requested by the Seller Representative, and any costs associated therewith shall

be borne by Sellers.

(b) Any refunds or credits of Taxes of the Company for any Pre-Closing Tax Period

shall be for the benefit of Sellers except (i) to the extent any such refund or credit is treated as an

asset in the calculation of Closing Working Capital, or (ii) to the extent such Tax refund is a

refund of Taxes which were paid by Buyer rather than by the Sellers or the Company on or prior

to the Closing Date or by the Sellers after the Closing Date. For the avoidance of doubt, for

purposes of clause (ii) of this Section 7.11(b), any Taxes treated as a liability in the calculation of

Closing Working Capital shall be treated as paid by the Sellers or the Company on or prior to the

Closing Date. To the extent any such Tax refund is subsequently disallowed or required to be

returned to the applicable tax authority, the Sellers agree to promptly repay the amount of such

Tax refund, together with any applicable interest, penalties or other additional amounts imposed

by such tax authority, to Buyer.

(c) Buyer shall promptly pay over (or cause the Company to pay over) to Sellers all

refunds or credits of Taxes received by Buyer or its affiliates to which Sellers are entitled under

this Section 7.11 (including interest with respect thereto but net of any Taxes and reasonable costs

incurred to obtain such refunds or credits), and Sellers shall promptly pay or cause to be paid over

to Buyer (or the Company) all refunds to which Buyer (or the Company) is entitled under this

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Section 7.11 (in each case, including interest with respect thereto from the date of receipt of such

funds).

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.01 Conditions to Obligations of All Parties. The obligations of each party to

consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or

prior to the Closing, of each of the following conditions:

(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or

entered any Governmental Order which is in effect and has the effect of making the transactions

contemplated by this Agreement illegal or prohibiting consummation of such transactions or

causing any of the transactions contemplated hereunder to be rescinded following completion

thereof.

(b) The Company and each applicable Seller shall have received all consents,

authorizations, orders and approvals from the Governmental Authorities referred to in Section

3.04 and Section 4.04 in form and substance reasonably satisfactory to Buyer, Seller

Representative and such Seller, and no such consent, authorization, order and approval shall have

been revoked.

(c) No Action shall be pending or threatened in writing against Buyer, any Seller, or

the Company, which would (i) prevent the Closing, (ii) have the effect of making the transactions

contemplated by this Agreement illegal, (iii) restrain or prohibit the consummation of any

transaction contemplated herein, or (iv) cause any of such transactions to be rescinded following

the Closing.

Section 8.02 Conditions to Obligations of Buyer. The obligations of Buyer to consummate

the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at

or prior to the Closing, of each of the following conditions:

(a) Other than the Fundamental Representations, the representations and warranties

of the Company and Sellers contained in this Agreement (without giving effect to any

qualifications regarding materiality or Material Adverse Effect other than with respect to the

representations and warranties contained in Section 3.05 (third sentence), Section 3.07, Section

3.10, Section 3.12 (clause (c) of third sentence), Section 3.14, Section 3.18(g), Section 3.23(h),

Section 3.24(b), Section 3.25(g) (last sentence), Section 3.26(a) (first sentence), Section 3.26(g),

Section 3.26(l), the definition of “Permitted Encumbrances” and the use of materiality thresholds

to define “Material Contracts,” as to which this parenthetical shall not apply) shall be true and

correct in all respects on and as of the date hereof and on and as of the Closing Date with the

same effect as though made at and as of such date (except those representations and warranties

that address matters only as of a specified date, the accuracy of which shall be determined only as

of that specified date), except to the extent that the failure of such representations and warranties

to be so true and correct has not had and would not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect. The Fundamental Representations shall be true

and correct in all respects on and as of the date hereof and on and as of the Closing Date with the

same effect as though made at and as of such date (except those representations and warranties

that address matters only as of a specified date, the accuracy of which shall be determined only as

of that specified date).

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(b) The Company and Sellers shall have duly performed and complied in all material

respects with all agreements, covenants and conditions required by this Agreement that were to

be performed or complied with by the Company and Sellers prior to or on the Closing Date.

(c) From the date of this Agreement, there shall not have occurred any Material

Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate,

with or without the lapse of time, could reasonably be expected to result in a Material Adverse

Effect.

(d) Each Seller shall have duly executed and delivered the Assignment Agreement to

Buyer.

(e) Each Seller shall have duly executed and delivered the other Transactions

Documents to which such Seller is or will be a party to Buyer.

(f) Buyer shall have received a certificate, dated the Closing Date and signed by an

authorized officer of the Company, that each of the conditions set forth in Section 8.02(a) and

Section 8.02(b) have been satisfied.

(g) The Company shall have delivered to Buyer a good standing certificate for the

Company from the Secretary of State of Delaware.

(h) The Company shall have duly executed and delivered to Buyer the FIRPTA

Certificate.

(i) The Company and each Seller shall have delivered to Buyer such other

documents or instruments as Buyer reasonably requests and are reasonably necessary to

consummate the transactions contemplated by this Agreement.

(j) The shareholders of Tissue Regenix Group plc shall have passed any required

resolutions in connection with this Agreement and the transactions contemplated hereby and the

Financing.

(k) The Placing Agreement shall not have been terminated and shall have become

unconditional in all respects.

(l) Seller Representative shall have delivered to Buyer the Spreadsheet.

(m) Seller Representative shall have delivered to Buyer the pay-off documents and all

instruments and documents necessary to release any and all liens securing Indebtedness of the

Company, including any necessary UCC termination statements, in each case, in form and

substance reasonably satisfactory to Buyer.

(n) The Key Employees shall have remained continuously employed by the

Company through the Closing, and no action shall have been taken by any of the Key Employees

to rescind any employment agreement or non-competition, non-solicitation and non-disclosure

agreement.

Section 8.03 Conditions to Obligations of Sellers. The obligation of Sellers to consummate

the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at

or prior to the Closing, of each of the following conditions:

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(a) The representations and warranties of Buyer contained in this Agreement shall be

true and correct in all respects (in the case of any representation or warranty qualified by

materiality or Material Adverse Effect) or in all material respects (in the case of any

representation or warranty not qualified by materiality or Material Adverse Effect) as of the date

hereof and as of the Closing Date with the same effect as though made at and as of such date

(except those representations and warranties that address matters only as of a specified date,

which representations and warranties shall be true and correct in all respects, or true and correct

in all material respects, as applicable, as though made at and as of such date)

(b) Buyer shall have duly performed and complied in all material respects with all

agreements, covenants and conditions required by this Agreement that were to be performed or

complied by Buyer prior to or on the Closing Date (other than the obligations set forth at Section

2.03(c) which shall be performed on the Closing Date); provided, that, with respect to

agreements, covenants and conditions that are qualified by materiality, Buyer shall have

performed such agreements, covenants and conditions, as so qualified, in all respects.

(c) The other Transaction Documents shall have been executed and delivered by

Buyer and Guarantor, as applicable, and true and complete copies thereof shall have been

delivered to Sellers.

(d) Sellers shall have received a certificate, dated as of the Closing Date and signed

by a duly authorized officer of Buyer, that each of the conditions set forth in Section 8.03(a) and

Section 8.03(b) have been satisfied.

(e) Sellers shall have received a certificate of a duly authorized officer of Buyer

certifying that attached thereto are true and complete copies of all resolutions adopted by Buyer’s

board of directors, board of managers or similar governing body authorizing the execution,

delivery and performance of this Agreement and the other Transaction Documents to which

Buyer is or will be a party and the consummation of the transactions contemplated hereby and

thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted

in connection with the transactions contemplated hereby and thereby.

(f) Buyer shall have delivered to Sellers a good standing certificate for Buyer from

the Secretary of State of the State of Delaware.

(g) Buyer shall have delivered to Sellers such other documents or instruments as

Seller Representative reasonably requests and are reasonably necessary to consummate the

transactions contemplated by this Agreement.

ARTICLE IX

INDEMNIFICATION

Section 9.01 Survival. The representations and warranties contained herein (other than the

representations and warranties contained in Section 3.26 (Taxes) which are subject to Article VII) shall

survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months

after the Closing Date; except that the representations and warranties in (i) Section 3.01 (Organization,

Authority and Qualification of the Company), Section 3.02 (Capitalization), Section 3.28 (Brokers),

Section 4.01 (Legal Capacity / Power and Authority), Section 4.03 (Title to Membership Interests), and

Section 5.03 (Brokers) (collectively, the “Fundamental Representations”) shall survive indefinitely, (ii)

Section 3.23 (Environmental Matters) shall survive for a period of five (5) years after the Closing, and

(iii) Section 3.24 (Employee Benefits) shall survive for the full period of all applicable statutes of

WEST\275532193.26 67

limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days. All covenants and

agreements of the parties contained in this Agreement shall survive the Closing and continue in full force

and effect thereafter for so long as such covenants and agreements remain executory in nature.

Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent

known at such time) and in writing by notice from the non-breaching party to the breaching party prior to

the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the

relevant representation or warranty and such claims shall survive until finally resolved.

Section 9.02 Indemnification By Sellers. Subject to the other terms and conditions of this

Article IX, following the Closing, Sellers shall, severally in accordance with their respective Pro Rata

Share, (except as otherwise provided in Section 9.04(e)) and not jointly, indemnify and defend Buyer and

its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer

Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and

reimburse each of them for, any and all Losses (other than Losses included in Current Liabilities and

taken into account in the calculation of Closing Working Capital) incurred or sustained by, or imposed

upon, Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of the

Company or Sellers contained in this Agreement or in any certificate or instrument delivered by

or on behalf of Sellers at Closing pursuant to Section 8.02 (other than in respect of the

representations or warranties of the Company contained in Section 3.26 (Taxes), it being

understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to

Article VII) as of the date such representation or warranty was made or as if such representation

or warranty was made on and as of the Closing Date (except for representations and warranties

that expressly relate to a specified date, the inaccuracy in or breach of which will be determined

with reference to only such specified date); or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be

performed by Sellers or the Company pursuant to this Agreement (other than any breach or

violation of, or failure to fully perform, any covenant, agreement or obligation in Article VII, it

being understood that the sole remedy for any such breach, violation or failure shall be pursuant

to Article VII).

Section 9.03 Indemnification By Buyer. Subject to the other terms and conditions of this

Article IX, Buyer shall indemnify and defend each Seller, its Affiliates and their respective

Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless

from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained

by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer

or Guarantor contained in this Agreement or in any certificate or instrument delivered by or on

behalf of Buyer or Guarantor pursuant to Section 8.03 as of the date such representation or

warranty was made or as if such representation or warranty was made on and as of the Closing

Date (except for representations and warranties that expressly relate to a specified date, the

inaccuracy in or breach of which will be determined with reference to only such specified date);

or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be

performed by Buyer or Guarantor or, after the Closing the Company, pursuant to this Agreement

(other than any breach or violation of, or failure to fully perform, any covenant, agreement or

WEST\275532193.26 68

obligation in Article VII, it being understood that the sole remedy for any such breach, violation

or failure shall be pursuant to Article VII).

Section 9.04 Certain Limitations. The indemnification provided for in Section 9.02 and

Section 9.03 shall be subject to the following limitations:

(a) Sellers shall not be liable to Buyer Indemnitees for indemnification under Section

9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section

9.02(a) exceeds one hundred twenty-five thousand dollars ($125,000) (the “Basket”), at which

time Sellers shall be required to pay or be liable to Buyer Indemnitees for all such Losses from

the first dollar. The aggregate amount of all Losses for which Sellers shall be liable to Buyer

Indemnitees for indemnification under Section 9.02(a) shall not exceed two million five hundred

thousand dollars ($2,500,000) (the “Cap”).

(b) Buyer shall not be liable to the Seller Indemnitees for indemnification under

Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under

Section 9.03(a) exceeds the Basket, at which time Buyer shall be required to pay or be liable to

the Seller Indemnitees for all such Losses from the first dollar. The aggregate amount of all

Losses for which Buyer shall be liable to the Seller Indemnitees for indemnification under

Section 9.03(a) shall not exceed the Cap.

(c) Notwithstanding the foregoing, the limitations set forth in Section 9.04(a) and

Section 9.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason

of any inaccuracy in or breach of any of the Fundamental Representations.

(d) For the sole purpose of determining Losses (and not for determining whether any

inaccuracy in or breach of any representation or warranty has occurred), the representations and

warranties of the Company, Sellers, Buyer and Guarantor (other than with respect to the

representations and warranties contained in Section 3.05 (third sentence), Section 3.07, Section

3.10, Section 3.12 (clause (c) of third sentence), Section 3.14, Section 3.18(g), Section 3.23(h),

Section 3.24(b), Section 3.25(g) (last sentence), Section 3.26(a) (first sentence), Section 3.26(g),

Section 3.26(l), the definition of “Permitted Encumbrances” and the use of materiality thresholds

to define “Material Contracts,” as to which this Section 9.04(d) shall not apply) shall not be

deemed qualified by any references to materiality or to Material Adverse Effect or other similar

qualification contained in such representation or warranty.

(e) Notwithstanding anything contained in this Agreement to the contrary, (i) each

Seller shall have sole and exclusive liability for indemnification of Buyer Indemnitees (subject to

the other limitations set forth in this Article IX) with regard to any breach of such Seller’s

representations and warranties set forth in Article IV or any breach by such Seller of its

covenants, agreements or obligations set forth in this Agreement and (ii) the aggregate amount of

all Losses for which each Seller shall be liable pursuant to Section 9.02 shall not exceed the

amount received by such Seller pursuant to this Agreement.

(f) Each Indemnified Party shall take all commercially reasonable steps to mitigate

its respective Losses upon and after becoming aware of any event or condition that has given rise

to any Losses that are indemnifiable pursuant to this Agreement (without regard to the

applicability of the Basket).

(g) The amount of Losses for which an Indemnified Party may make an

indemnification claim pursuant to this Agreement shall be reduced by any amounts recovered by

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the Indemnified Party under insurance policies with respect to such Losses. Each Indemnified

Party must use commercially reasonable efforts to obtain recovery under such insurance policies,

and the reasonable out-of-pocket expenses of such Indemnified Party, if any, incurred in

obtaining such recovery shall offset the reduction of the amount of Losses required by the

foregoing sentence. The Indemnifying Party shall be subrogated to all rights of the Indemnified

Party in respect of any Loss borne by the Indemnifying Party (to the extent not prohibited by

applicable Law or the terms of any insurance policy), but only to the extent of the amount of the

Loss paid by the Indemnifying Party. To the extent that any payment received by an Indemnified

Party for Losses covered under any insurance policy was not previously taken into account to

reduce the amount of such indemnifiable Losses paid to the Indemnified Party by the

Indemnifying Party, the Indemnified Party shall remit such amounts so recovered to the

Indemnifying Party within fifteen (15) days of receipt (after deducting therefrom the full amount

of the expenses incurred by the Indemnified Party in procuring such recovery). If the

Indemnifying Party has properly assumed the defense of a Third Party Claim pursuant to this

Agreement, and the costs of such defense as borne by the Indemnifying Party are recovered by

the Indemnified Party from an insurer, the Indemnified Party shall remit such amounts (without

deducting the amount of any deductibles paid by the Indemnified Party) to the Indemnifying

Party; provided the Indemnified Party has not previously reimbursed the Indemnifying Party for

such defense costs. Notwithstanding any provision in this Section 9.04(g) to the contrary, the

rights of the Indemnifying Party to any insurance proceeds under this Section 9.04(g) shall be

secondary to the Indemnified Party’s rights to collect insurance proceeds under its insurance

policies.

(h) The amount of Losses for which an Indemnified Party may make an

indemnification claim pursuant to this Agreement shall be determined net of any net Tax benefit

actually realized by the Indemnified Party arising from the recognition of the Loss through the

reduction of Taxes payable in the year such Loss is incurred, rather than through the creation of

any loss carryforward or suspended loss, which Tax benefit shall be determined after first taking

into account all other items of income, gain, loss, deduction or credit of the Indemnified Party.

Each Indemnified Party must use commercially reasonable efforts to realize such Tax benefits.

(i) Notwithstanding anything to the contrary in this Agreement, no Indemnifying

Party shall be liable to or otherwise responsible to any Indemnified Party or other Person for

exemplary, punitive, consequential or other special damages (including, loss of revenue, income

or profits, and in particular, no “multiple of EBITDA” or similar valuation methodology shall be

used in calculating the amount of any Losses) for any matter indemnifiable hereunder or

otherwise arising out of or relating to this Agreement and the transactions contemplated hereby,

except to the extent that such damages are required to be paid by an Indemnified Party to a third

party (which shall not include any Affiliate of an Indemnified Party).

Section 9.05 Indemnification Procedures. The party making a claim under this Article IX is

referred to as the “Indemnified Party,” and the party against whom such claims are asserted

under this Article IX is referred to as the “Indemnifying Party.”

(a) Third Party Claims. If any Indemnified Party receives notice of the assertion or

commencement of any Action made or brought by any Person who is not a party to this

Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a

“Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying

Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall

give the Indemnifying Party prompt written notice thereof, but in any event not later than twenty-

one (21) calendar days after receipt of such notice of such Third Party Claim. The failure to give

WEST\275532193.26 70

such prompt written notice shall not, however, relieve the Indemnifying Party of its

indemnification obligations, except as provided in Section 9.01 or otherwise to the extent that the

Indemnifying Party forfeits rights or defenses by reason of such failure or is otherwise prejudiced

by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party

Claim in reasonable detail, shall include copies of all material written evidence relating thereto

and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or

may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to

participate in, or by giving prompt written notice to the Indemnified Party, to assume the defense

of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s

own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided,

that if the Indemnifying Party is a Seller, such Indemnifying Party shall not have the right to

defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on

behalf of a Person that is a supplier or customer of the Company, or (y) seeks an injunction or

other equitable relief against Buyer or the Company as the Indemnified Party. In the event that

the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 9.05(b),

it shall have the right to take such action as it deems necessary or reasonable to avoid, dispute,

defend, appeal, or make counterclaims pertaining to any such Third Party Claim in the name and

on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in

the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying

Party’s right to control the defense thereof. The fees and disbursements of such counsel to the

Indemnified Party shall be at the expense of the Indemnified Party, provided, that if in the

reasonable opinion of counsel to the Indemnified Party, (i) there are material legal defenses

available to an Indemnified Party that are different from or additional to those available to the

Indemnifying Party; or (ii) there exists a conflict of interest between the Indemnifying Party and

the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the

reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which

the Indemnified Party reasonably determines counsel is required. If the Indemnifying Party elects

not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified

Party in writing of its election to defend as provided in this Agreement, or fails to diligently

prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section

9.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and

all Losses based upon, arising from or relating to such Third Party Claim, subject to the

limitations set forth in Section 9.04. Seller Representative and Buyer shall cooperate with each

other in all reasonable respects in connection with the defense of any Third Party Claim,

including making available records (subject to the provisions of Section 6.05 with respect to

records provided by Buyer, and subject to Buyer providing comparable written assurances of

confidential treatment, with respect to records provided by any Seller) relating to such Third

Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket

expenses) to the defending party, management employees of the non-defending party as may be

reasonably necessary for the preparation of the defense of such Third Party Claim.

(b) Settlement of Third Party Claims. Notwithstanding any other provision of this

Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim

without the prior written consent of the Indemnified Party, except as provided in this Section

9.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the

creation of a financial or other obligation on the part of the Indemnified Party and provides, in

customary form, for the unconditional release of each Indemnified Party from all liabilities and

obligations in connection with such Third Party Claim and the Indemnifying Party desires to

accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to

the Indemnified Party (the “Settlement Notice”). If, within twenty-one (21) days after the

Indemnified Party’s receipt of a Settlement Notice, the Indemnified Party provides written notice

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to the Indemnifying Party that it does not consent to the proposed settlement offer and that the

Indemnified Party will assume the defense of the Third Party Claim (a “Settlement Rejection

Notice”), then (i) the Indemnifying Party shall have no further obligation to prosecute the defense

of such Third Party Claim, (ii) the Indemnified Party shall have the full responsibility for the

defense or settlement of such Third Party Claim, and (iii) the maximum liability of the

Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement

offer. If the Indemnified Party fails to provide the Settlement Rejection Notice to the

Indemnifying Party within ten (10) days after the Indemnified Party’s receipt of the Settlement

Notice, then the Indemnifying Party may settle the Third Party Claim upon the terms set forth in

such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the

defense of a Third Party Claim pursuant to Section 9.05(a), it shall not agree to any settlement of

such Third Party Claim without the prior written consent of the Indemnifying Party (which

consent shall not be unreasonably withheld or delayed).

(c) Direct Claims. If any Indemnified Party becomes aware that it is entitled to

make a claim for indemnification under Section 7.03, Section 9.02 or Section 9.03, other than in

respect of a Third Party Claim or a Tax Claim (a “Direct Claim”), without regard to the

applicability of the Basket, such Indemnified Party shall give the Indemnifying Party prompt

written notice thereof, but in any event not later than fifteen (15) days after the Indemnified Party

becomes aware of such Direct Claim. The failure to give such prompt written notice shall not,

however, relieve the Indemnifying Party of its indemnification obligations, except as provided in

Section 9.01 or otherwise to the extent that the Indemnifying Party forfeits rights or defenses by

reason of such failure or is otherwise prejudiced by reason of such failure. Such notice by the

Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all

material written documentation relating thereto and shall indicate the estimated amount, if

reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party.

The Indemnified Party shall allow the Indemnifying Party and its professional advisors to

investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to

what extent any Losses may have been sustained by the Indemnified Party in respect of the Direct

Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving

such information and assistance (including access to the Company’s premises and personnel and

the right to examine and copy any accounts, documents or records) as the Indemnifying Party or

any of its professional advisors may reasonably request.

(d) Tax Claims. Notwithstanding any other provision of this Agreement, the control

of the defense and settlement of any Tax Claim (including, but not limited to, any such claim in

respect of a breach of the representations and warranties in Section 3.26 hereof or any breach or

violation of or failure to fully perform any covenant, agreement, undertaking or obligation in

Article VII) shall be governed exclusively by Article VII and Section 9.05(e) hereof.

(e) Loss Certificate. If an Indemnified Party desires to make a claim pursuant to

Section 7.03, Section 9.02 or Section 9.03 for reimbursement of an indemnifiable Loss that has

been suffered by such Indemnified Party (whether in respect of a Direct Claim or resulting from

the defense, settlement or resolution of a Third Party Claim or a Tax Claim) or desires that an

indemnifiable Loss be charged against the Basket of the applicable Indemnifying Party, the

Indemnified Party must prepare and deliver (by certified mail) to the Indemnifying Party a written

certification that the Indemnified Party has paid or sustained Losses subject to indemnification by

the Indemnifying Party pursuant to Section 7.03, Section 9.02 or Section 9.03, as applicable (a

“Loss Certificate”). A Loss Certificate shall (i) describe in reasonable detail the basis for

indemnification (citing the relevant provision(s) of this Agreement on which such claim is based),

(ii) state the amount of Losses paid or sustained by the Indemnified Party in connection with the

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matter and provide reasonable detail regarding the calculation thereof and (iii) state the amount of

such Losses for which indemnification is sought (after giving effect to the limitations set forth in

this Agreement). A Loss Certificate may be combined with a notice of a Direct Claim pursuant to

Section 9.05(c) provided that the required contents of a Loss Certificate are included therein. If

the Indemnifying Party does not respond to a Loss Certificate within thirty (30) days after its

receipt thereof, the Indemnifying Party shall be deemed to have rejected the claim(s) made

therein, in which case the Indemnified Party shall be free to pursue such remedies as may be

available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

(f) Source of Recovery Against Sellers. Except for Losses attributable to fraud, the

amount of any Losses required to be reimbursed by Sellers (except as otherwise provided in

Section 9.04(e)) to any of Buyer Indemnitees pursuant to Section 7.03 or Section 9.02, after

giving effect to all applicable limitations set forth in this Agreement, as such amount is

determined by mutual written agreement of Buyer and Seller Representative or a final, non-

appealable order of a court of competent jurisdiction (an “Indemnity Payment Obligation”), shall

be paid as follows: (i) first, with respect to any such Losses required to be reimbursed by the

Milestone Sellers, from the Escrow Amount (to the extent of the Escrow Amount, if any, then

remaining in the Escrow Fund), in accordance with the Escrow Agreement, and Buyer and Seller

Representative shall promptly cause such amount to be delivered to the applicable Buyer

Indemnitee under the terms of the Escrow Agreement (provided that if the Indemnity Payment

Obligation is in respect of any breach of a Milestone Seller’s representations and warranties set

forth in Article IV or any breach by such Milestone Seller of its covenants, agreements or

obligations set forth in this Agreement, then recovery from the Escrow Fund shall be limited to

such Milestone Seller’s Pro Rata Percentage of the Escrow Fund); (ii) second, with respect to any

such Losses required to be reimbursed by the Milestone Sellers, to the extent that the Indemnity

Payment Obligation is not satisfied by the preceding clause (i), by offset against any amount of

the Milestone Consideration, if any, that is then payable or is expected to become payable to the

Milestone Sellers, severally and not jointly in accordance with each Milestone Seller’s respective

Pro Rata Percentage (except as otherwise provided in Section 9.04(e)), and (iii) third, to the

extent that the Indemnity Payment Obligation is not satisfied by the preceding clause (i) and

clause (ii), by recovery directly from Sellers, severally and not jointly in accordance with each

Seller’s respective Pro Rata Share (except as otherwise provided in Section 9.04(e)). For

avoidance of doubt, with respect to any such Losses required to be reimbursed by the Non-

Milestone Sellers, such Losses must be recovered directly from the Non-Milestone Sellers,

severally and not jointly (except as otherwise provided in Section 9.04(e)), and may not be settled

from the Escrow Amount or by offsetting any Milestone Consideration.

Nothing set forth in this Section 9.05(f) shall be deemed to expand or limit the scope of

any of Sellers’ obligations to any Buyer Indemnitee with respect to the amount of Losses payable

by Sellers.

Notwithstanding anything to the contrary in this Agreement, Losses required to be

reimbursed by Sellers to any of Buyer Indemnitees pursuant to Section 7.03 or Section 9.02 that

are attributable to fraud shall be paid directly by the Seller(s) that committed such fraud.

(g) Source of Recovery Against Buyer. The amount of any Losses required to be

reimbursed by Buyer to any of the Seller Indemnitees pursuant to Section 7.03 or Section 9.03,

after giving effect to all applicable limitations set forth in this Agreement, as such amount is

determined by mutual written agreement of Buyer and Seller Representative or a final, non-

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appealable order of a court of competent jurisdiction, shall be paid directly by Buyer to such

Seller Indemnitee.

Section 9.06 Tax Treatment of Indemnification Payments. All indemnification payments

made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax

purposes, unless otherwise required by Law.

Section 9.07 Effect of Investigation. The representations, warranties and covenants of the

Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be

affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party

(including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its

Representatives knew or should have known that any such representation or warranty is, was or might be

inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 8.02 or

Section 8.03, as the case may be.

Section 9.08 Exclusive Remedies. Subject to Section 6.06 and Section 11.12, the parties

acknowledge and agree that, from and after the Closing, their sole and exclusive remedy with respect to

any and all claims (other than claims arising from fraud, criminal activity or willful misconduct on the

part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach

of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to

the subject matter of this Agreement, shall be to seek indemnification in accordance with, and subject to

the limitations and qualifications set forth in, Article VII and this Article IX. In furtherance of the

foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims

and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set

forth herein or otherwise relating to the subject matter of this Agreement it may have against the other

parties hereto and their Affiliates and each of their respective Representatives arising under or based upon

any Law, except pursuant to the indemnification provisions set forth in Article VII and this Article IX.

Nothing in this Section 9.07 shall limit any Person’s right to seek and obtain any equitable relief to which

any Person shall be entitled or to seek any remedy on account of any party’s fraudulent, criminal or

intentional misconduct.

ARTICLE X

TERMINATION

Section 10.01 Termination. This Agreement may be terminated at any time prior to the

Closing:

(a) by the mutual written consent of Seller Representative and Buyer;

(b) by Buyer by written notice to Seller Representative if:

(i) Buyer is not then in material breach of any provision of this Agreement

and there has been a breach, inaccuracy in or failure to perform any representation,

warranty, covenant or agreement made by the Company or a Seller pursuant to this

Agreement that would give rise to the failure of any of the conditions specified in Article

VIII to be satisfied and such breach, inaccuracy or failure has not been cured by the

Company or such Seller(s) within twenty (20) days of Seller Representative’s receipt of

written notice of such breach from Buyer; or

(ii) any of the conditions set forth in Section 8.01 or Section 8.02 (other than

a condition to be satisfied by action to be taken at the Closing) shall not have been, or if it

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becomes apparent that any of such conditions will not be, fulfilled by August 20, 2017,

unless such failure shall be due to the failure of Buyer to perform or comply with any of

the covenants, agreements or conditions hereof to be performed or complied with by it

prior to the Closing;

(c) by Seller Representative (on behalf of Sellers) by written notice to Buyer if:

(i) Sellers are not then in material breach of any provision of this Agreement

and there has been a breach, inaccuracy in or failure to perform any representation,

warranty, covenant or agreement made by Buyer or Guarantor pursuant to this

Agreement that would give rise to the failure of any of the conditions specified in Article

VIII to be satisfied and such breach, inaccuracy or failure has not been cured by Buyer or

Guarantor within twenty (20) days of Buyer’s receipt of written notice of such breach

from Seller Representative; or

(ii) any of the conditions set forth in Section 8.01 or Section 8.03 (other than

a condition to be satisfied by action to be taken at the Closing) shall not have been, or if it

becomes apparent that any of such conditions will not be, fulfilled by August 20, 2017,

unless such failure shall be due to the failure of the Company or Sellers to perform or

comply with any of the covenants, agreements or conditions hereof to be performed or

complied with by them prior to the Closing; or

(d) by Buyer or Sellers in the event that (i) there shall be any Law that makes

consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited

or (ii) any Governmental Authority shall have issued a Governmental Order restraining or

enjoining the transactions contemplated by this Agreement, and such Governmental Order shall

have become final and non-appealable.

Section 10.02 Effect of Termination. In the event of the termination of this Agreement in

accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on

the part of any party hereto except:

(a) That the provisions set forth in this Article X, the last sentence of Section 6.02,

Section 6.11, Article XI hereof, and the definitions in Article I to the extent utilized in such other

provisions, shall remain in full force and effect and survive any termination of this Agreement;

(b) that such termination shall not relieve any party hereto from liability for any

willful breach of any provision hereof prior to such termination or for any breach of any provision

surviving such termination; and

(c) the Mutual Confidentiality Agreement, by and among the Company, Tissue

Regenix Group plc and TRx Wound Care Ltd dated July 13, 2014, shall remain in full force and

effect and survive any termination of this Agreement.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Appointment and Authority of the Seller Representative.

(a) Each Seller hereby constitutes and irrevocably appoints, effective from and after

the date hereof, Jesus Hernandez as such Seller’s agent and attorney-in-fact to act as the Seller

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Representative under this Agreement and the Transaction Documents in accordance with the

terms of this Section 11.01 and the Transaction Documents. In the event of the resignation, death

or incapacity of the Seller Representative, a successor Seller Representative shall thereafter be

appointed by an instrument in writing signed by such successor Seller Representative and by

those Sellers who, immediately prior to the Closing Date, held a majority of the Class A Units of

the Company, and such appointment shall become effective as to any such successor Seller

Representative when a copy of such instrument shall have been delivered to Buyer.

(b) The Seller Representative is hereby authorized and empowered to act for, and on

behalf of, any or all of the Sellers to:

(i) calculate the Estimated Closing Working Capital, prepare the Estimated

Closing Working Capital Statement, calculate Closing Cash Consideration, review and

verify the Reconciled Closing Working Capital and Reconciled Working Capital

Statement, resolve any disputes with Buyer pursuant to Section 2.04 with respect thereto,

and authorized the payment of the Sellers’ share, if any, of the Independent Accountant’s

fees and expenses pursuant to Section 2.04;

(ii) review and verify the Milestone Certificate, resolve any disputes with

Buyer pursuant to Section 2.07 with respect thereto, and authorized the payment of the

Milestone Sellers’ share, if any, of the Independent Accountant’s fees and expenses

pursuant to Section 2.07;

(iii) prepare and submit to Buyer the Spreadsheet;

(iv) pursue, defend and settle any indemnification claims, whether made by

or against the Sellers, pursuant to Article IX, and to do all other things and to take all

other actions after the Closing that the Seller Representative may consider necessary or

appropriate to resolve any such indemnification claims;

(v) authorize the Escrow Agent to release all or any portion of the Escrow

Amount to Buyer Indemnitees in satisfaction of indemnification claims made by such

Buyer Indemnitees;

(vi) establish a bank account in the name of the Seller Representative (as

representative of the Sellers), at such bank as may be designated by the Seller

Representative, and to receive and disburse from such account any payments of Purchase

Price to which the Milestone Sellers and Non-Milestone Sellers may be entitled pursuant

to this Agreement, including, in each case as applicable, (i) the Closing Cash

Consideration, (ii) any post-Closing adjustment to the Closing Cash Consideration and

Purchase Price pursuant to Section 2.04 and (iii) any release of Escrow Amount (or any

portion thereof) pursuant to the Escrow Agreement;

(vii) resolve any other dispute with Buyer over any aspect of this Agreement,

including demanding and/or participating in arbitration proceedings with respect to such

disputes and complying with any Governmental Orders issued in connection therewith;

(viii) to accept and acknowledge on behalf of the Sellers service of any and all

legal process that may lawfully be served upon such Sellers in any action, suit or

proceeding under or relating to this Agreement in any action brought in any court and to

commence any action in any such court, or take any other action that the Seller

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Representative determines to be appropriate, to enforce the rights of the Sellers under this

Agreement and the Transaction Documents

(ix) give and receive notices and communications that are required to be

given, or that may be given, pursuant to this Agreement;

(x) negotiate, agree to and enter into any agreement (including settlements

and releases), on behalf of the Sellers, to effectuate any of the foregoing, which

agreements shall have the effect of binding such Sellers as if such Sellers had personally

entered into such agreements;

(xi) to terminate, amend, waive any provision of, or abandon, this Agreement

or any of the Transaction Documents;

(xii) to retain auditors, attorneys, arbitrators, accountants and any other

Persons as the Seller Representative shall deem necessary in connection with the

performance of his duties under this Agreement or the Transaction Documents;

(xiii) to take such further actions as are authorized in this Agreement or the

Transaction Documents; and

(xiv) in general, do all other things and take all other actions under or related

to this Agreement and the Transaction Documents that the Seller Representative may

consider necessary or appropriate in the judgment of the Seller Representative to

accomplish the foregoing or for the accomplishment of any other action required by the

terms of this Agreement (including actions related to Taxes and Tax matters provided for

in Article VII) and the Transaction Documents and to otherwise effectuate the

transactions contemplated by this Agreement and the Transaction Documents.

(c) Buyer shall be entitled to rely on such appointment and to treat the Seller

Representative as the duly appointed attorney-in-fact of each Seller. Each Seller shall cooperate

with the Seller Representative and any accountants, attorneys or other agents whom it may retain

to assist in carrying out its duties hereunder. Each Seller, by execution of this Agreement, and

without any further action, confirms such appointment and authority. Notices given to the Seller

Representative in accordance with the provisions of this Agreement shall constitute notice to the

Sellers for all purposes under this Agreement.

(d) The appointment of the Seller Representative is an agency coupled with an

interest and is irrevocable and any action taken by the Seller Representative pursuant to the

authority granted in this Section 11.01 shall be effective and absolutely binding on each Seller,

notwithstanding any contrary action of or direction from such Seller, except for actions or

omissions of the Seller Representative constituting willful misconduct or gross negligence. The

Seller Representative undertakes to perform only such duties as are set forth in this Agreement

and no implied covenants or obligations shall be read into this Agreement against the Seller

Representative. The death or incapacity, or dissolution or other termination of existence, of any

Seller, shall not terminate the authority and agency of the Seller Representative. Buyer, the

Company, their respective Affiliates, and each of its and their Affiliates’ respective

Representatives shall be entitled to rely upon, and shall have no liability of any kind to, the

Sellers with respect to any such reliance on the actions, decisions and determinations of the Seller

Representative, and such indemnified parties shall be entitled to assume in all cases that all

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actions, decisions and determinations of the Seller Representative are fully authorized by all of

the Sellers.

(e) Each Seller hereby releases the Seller Representative from, and each Seller

agrees to indemnify the Seller Representative against, any Loss, damage, Tax, liability and

expense that may be incurred or paid with respect to any action taken or not taken by the Seller

Representative in his capacity as such (including the expenses referred to in this Section 11.01,

including the legal costs and expenses of defending the Seller Representative against any claim or

liability in connection with the performance of his duties, except for the liability of the Seller

Representative to a Seller for Loss which such Seller may suffer from the willful misconduct or

gross negligence of the Seller Representative in carrying out his duties hereunder or under the

Transaction Documents. The Seller Representative shall not be liable to any Seller or to any

other Person, with respect to any action taken or omitted to be taken by the Seller Representative

in his role as Seller Representative under or in connection with this Agreement, unless such

action or omission results from or arises out of willful misconduct or gross negligence on the part

of the Seller Representative, and the Seller Representative shall not be liable to any Seller in the

event that, in the exercise of his reasonable judgment, the Seller Representative believes there

will not be adequate resources available to cover potential costs and expenses to contest a claim

made by Buyer against the Sellers.

(f) The Seller Representative shall receive no compensation for service as such but

shall receive reimbursement from, and be indemnified by, the Sellers, pro rata in accordance with

each such Seller’s Pro Rata Share, for any and all expenses, charges and liabilities, including, but

not limited to, Seller Representative expenses, incurred by the Seller Representative in the

performance or discharge of his duties pursuant to this Section 11.01. The Seller Representative

shall be entitled to withdraw cash amounts held in the account containing the Seller

Representative Expense Fund in reimbursement for out-of-pocket fees and expenses and

indemnifications (including legal, accounting and other advisors’ fees and expenses, if

applicable) incurred by the Seller Representative in performing under this Agreement and the

Escrow Agreement. In the event that the Seller Representative Expense Fund is insufficient to

cover the fees and expenses and indemnifications incurred by the Seller Representative in

performing under this Agreement or the Escrow Agreement, and any Seller’s Pro Rata Share of

such expenses are not paid or reimbursed by such Seller prior to any distribution of the Escrow

Amount, the Seller Representative shall be entitled to either (i) deduct and retain such expense

amount from, pay such amount directly to his third party service providers from, or set up a

successor account pursuant to this Section 11.01 from any distribution of the Escrow Amount, as

the case may be, to such Milestone Seller and (ii) recovery directly from such Non-Milestone

Seller or Non-Milestone Seller, as applicable.

Section 11.02 Expenses. Except as otherwise expressly provided herein, all costs and

expenses, including, without limitation, fees and disbursements of counsel, financial advisors and

accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall

be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 11.03 Notices. All notices, requests, consents, claims, demands, waivers and other

communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered

by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally

recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (with

confirmation of transmission) if sent during normal business hours of the recipient, and on the next

Business Day if sent after normal business hours of the recipient or (d) on the third day after the date

mailed, by certified or registered mail, return receipt requested, postage prepaid; provided that,

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notwithstanding any other provision in this Section 11.03 to the contrary, any Loss Certificate must be

delivered by, and shall be deemed given, when delivered by certified mail. All such communications

must be sent to the respective parties at the following addresses (or at such other address for a party as

shall be specified in a notice given in accordance with this Section 11.03):

If to Company or Sellers Representative: Jesus Hernandez

Email:

with a copy to: Norton Rose Fulbright US LLP

300 Convent Street, Suite 2100

San Antonio, Texas 78205-3792

Email: [email protected]

Attention: Daryl L. Lansdale, Jr.

If to Buyer or Guarantor: Tissue Regenix Holdings Inc.

Unit 1 & 2 Astley Way, Astley Lane Industrial Estate

Swillington, Leeds LS26 8XT

Email:

Attention: Antony Odell, Chief Executive Officer

with a copy to: DLA Piper LLP (US)

4365 Executive Drive, Suite 1100

San Diego, CA 92121

E-mail: [email protected]

Attention: Matt Leivo

and to: DLA Piper UK LLP

3 Noble Street

London, EC2V 7EE, United Kingdom

E-mail: [email protected]

Attention: Tom Heylen

Section 11.04 Interpretation. For purposes of this Agreement, (a) the words “include,”

“includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the

word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer

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to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles,

Sections, Disclosure Schedule and Exhibits mean the Articles and Sections of, and Disclosure Schedule

and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such

agreement, instrument or other document as amended, supplemented and modified from time to time to

the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from

time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

Each defined term used in this Agreement has a comparable meaning when used in its plural or singular

form. Each gender-specific term used herein has a comparable meaning whether used in a masculine,

feminine or gender-neutral form. If any time period for giving notice or taking action hereunder expires

on a day that is not a Business Day, the time period shall automatically be extended to the Business Day

immediately following such day. This Agreement shall be construed without regard to any presumption

or rule requiring construction or interpretation against the party drafting an instrument or causing any

instrument to be drafted. The Disclosure Schedule and Exhibits referred to herein shall be construed with,

and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 11.05 Headings. The headings in this Agreement are for reference only and shall not

affect the interpretation of this Agreement.

Section 11.06 Severability. If any term or provision of this Agreement is invalid, illegal, or

unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other

term or provision of this Agreement or invalidate or render unenforceable such term or provision in any

other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or

unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the

original intent of the parties as closely as possible in a mutually acceptable manner in order that the

transactions contemplated hereby be consummated as originally contemplated to the greatest extent

possible.

Section 11.07 Entire Agreement. This Agreement (including the exhibits and schedules

hereto) and the other Transaction Documents constitute the sole and entire agreement of the parties to this

Agreement with respect to the subject matter contained herein and therein, and supersede all prior and

contemporaneous understandings and agreements, both written and oral, with respect to such subject

matter.

Section 11.08 Successors and Assigns. This Agreement shall be binding upon and shall inure

to the benefit of the parties hereto and their respective successors and permitted assigns. No party may

assign or delegate any of its rights or obligations hereunder, in whole or in part, without the prior written

consent of each other party, which consent shall not be unreasonably withheld or delayed; provided,

however, that prior to the Closing Date, Buyer may, without the prior written consent of Sellers, assign all

or any portion of its rights under this Agreement to one or more of its direct or indirect wholly owned

subsidiaries. No assignment shall relieve the assigning party of any of its obligations hereunder,

including any obligations being assigned. An assignment of obligations under this Agreement shall be

conditioned upon the execution by the assignee of a written instrument expressly assuming the assigned

obligations and the delivery of such instrument to each other party to this Agreement. Any assignment or

purported assignment that is not permitted by this Section 11.08 shall be null and void.

Section 11.09 No Third-party Beneficiaries. Except as provided in Section 6.10, Section 7.03

and Article IX, this Agreement is for the sole benefit of the parties hereto and their respective successors

and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other

Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this

Agreement.

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Section 11.10 Amendment and Modification; Waiver. This Agreement may only be

amended, modified, or supplemented by an agreement in writing signed by all of the parties hereto. No

waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing

and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in

respect of any failure, breach or default not expressly identified by such written waiver, whether of a

similar or different character, and whether occurring before or after that waiver. No failure to exercise, or

delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be

construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or

privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,

remedy, power, or privilege.

Section 11.11 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the

internal laws of the State of Delaware without giving effect to any choice or conflict of law

provision or rule (whether of the State of Delaware or any other jurisdiction).

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR

BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE

TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE INSTITUTED IN

THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA SITTING IN THE

STATE OF DELAWARE OR THE COURTS OF THE STATE OF DELAWARE, AND EACH

PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH

COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS,

SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS

SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT,

ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES

IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING

OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND

IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH

COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH

COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY

CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER

TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND

DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND

UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN

RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS

AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS

CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT

CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER

PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT

OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF

THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D)

SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG

OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION

11.11(C).

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(d) Notwithstanding any of the foregoing, any and all disputes relating (x) solely to

the calculation of Closing Working Capital shall be exclusively resolved in accordance with the

provisions of Section 2.04, (y) solely to calculation of any Milestone Payment shall be

exclusively resolved in accordance with the provisions of Section 2.07 and (z) Tax Returns shall

be exclusively resolved in accordance with the provisions of Article VII.

Section 11.12 Specific Performance. The parties agree that irreparable damage would occur if

any provision of this Agreement were not performed in accordance with the terms hereof and that the

parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to

which they are entitled at law or in equity.

Section 11.13 Counterparts. This Agreement may be executed in counterparts, each of which

shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.

A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission

shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 11.14 Disclosure Schedules. Certain information set forth in the Disclosure Schedules

is included solely for informational purposes and may not be required to be disclosed pursuant to this

Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that

such information is required to be disclosed in connection with the representations and warranties made

by the Company, Sellers, Buyer or Guarantor, as applicable, in this Agreement or that such information is

material, nor shall such information be deemed to establish a standard of materiality, nor shall it be

deemed an admission of any liability of, or concession as to any defense available to, Buyer, the

Company or the Sellers, as applicable. Unless this Agreement specifically provides otherwise, neither the

specification of any item or matter in any representation or warranty contained in this Agreement nor the

inclusion of any specific item in any of the Disclosure Schedules is intended to imply that such item or

matter, or other items or matters, are or are not in the Ordinary Course of Business, and no party may use

the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy

between the parties as to whether any obligation, item or matter not described herein or included in any of

the Disclosure Schedules is or is not in the Ordinary Course of Business for purposes of this Agreement.

The section number headings in the Disclosure Schedules correspond to the section numbers in this

Agreement and any information disclosed in any section of the Disclosure Schedules shall be deemed to

be disclosed and incorporated into any other section of the Disclosure Schedules where the relevance of

such disclosure is readily apparent on the face of the disclosure.

Section 11.15 Waiver of Conflicts; Privilege.

(a) Each of the parties hereto acknowledges and agrees that NRF has acted as

counsel to the Company in connection with the negotiation of this Agreement and the transactions

contemplated hereby.

(b) Buyer hereby consents and agrees to, and agrees to cause the Company to

consent and agree to, NRF representing the Seller Representative or any of the Sellers

(collectively, the “Seller Parties”) after the Closing, including with respect to disputes in which

the interests of the Seller Parties may be directly adverse to Buyer and its Affiliates (including the

Company), and even though NRF may have represented the Company in a matter substantially

related to any such dispute, or may be handling ongoing matters for the Company. Buyer further

consents and agrees to, and agrees to cause the Company to consent and agree to, the

communication by NRF to the Seller Parties in connection with any such representation of any

fact known to NRF prior to the Closing Date arising by reason of NRF’s prior representation of

the Company. In connection with the foregoing, Buyer hereby irrevocably waives and agrees not

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to assert, and agrees to cause the Company to irrevocably waive and not to assert, any conflict of

interest arising from or in connection with (i) NRF’s prior representation of the Company and/or

(ii) NRF’s representation of the Seller Parties after the Closing.

(c) Buyer further agrees, on behalf of itself and, after the Closing, on behalf of the

Company, that all communications in any form or format whatsoever between or among NRF, on

the one hand, and the Company or any of its respective members, managers, directors, officers

employees or other Representatives, on the other hand, that relate in any way to the negotiation,

documentation and consummation of the transactions contemplated by this Agreement or any

dispute arising under this Agreement (collectively, the “Privileged Communications”) shall not

pass to or be claimed by Buyer or the Company. Prior to the Closing, the Company and Seller

Parties may delete or remove all documents, emails and other non-email electronic documents

concerning the negotiation or drafting of this Agreement, or any other agreement previously

contemplated by the Company or Seller Parties, which, if consummated, would have resulted in a

transaction substantially similar to the ones contemplated by this Agreement, which are protected

by the attorney-client or work product privileges. It is acknowledged and agreed to by the parties

that a failure by the Company or Seller Parties to, prior to Closing, remove materials identified in

the foregoing sentence is inadvertent and, in such event, Buyer agrees that it will not, and after

Closing that it will cause the Company and their respective directors, officers, employees or other

Representatives not to, intentionally use or attempt to use any means to access, retrieve, restore,

recreate, unarchive or otherwise gain access to or view any such materials for any purpose.

(d) Notwithstanding the foregoing, in the event that a dispute arises after Closing

Buyer or the Company, on the one hand, and a third party other than the Seller Parties, on the

other hand, Buyer or the Company may assert the attorney-client privilege to prevent the

disclosure of the Privileged Communications to such third party; provided, however, that none of

Buyer or the Company may waive such privilege without the prior written consent of the Seller

Representative. In the event that after Closing Buyer or the Company is legally required by

governmental order or otherwise to access or obtain a copy of all or a portion of the Privileged

Communications, Buyer shall immediately (and, in any event, within five (5) Business Days)

notify the Seller Representative in writing (including by making specific reference to this

Section) so that the Seller Representative can seek a protective order and Buyer agrees to use all

commercially reasonable efforts to assist therewith.

(e) To the extent that files or other materials maintained by NRF constitute property

of its client(s), including the Company, after Closing NRF shall have no duty to reveal or disclose

any such files or other materials or any Privileged Communications by reason of any attorney-

client relationship between NRF, on the one hand, and the Company, on the other hand.

ARTICLE XII

GUARANTEE

Section 12.01 Obligations of the Guarantor.

(a) Guarantor hereby agrees to pay to Sellers all amounts payable by Buyer under

this Agreement that Buyer does not pay Sellers when due (the “Guaranty”). The Guaranty is an

absolute, continuing, irrevocable and unconditional guaranty of payment and performance, shall

not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment,

suspension, deferment, reduction or defense (other than full and strict compliance by Buyer of its

obligations under this Agreement) based upon any claim that Buyer may have against Sellers or

any other Person, and shall remain in full force and effect without regard to, and shall not be

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released, discharged or in any way affected by, any circumstances or conditions whatsoever

(whether or not any Sellers or Buyer shall have any knowledge or notice thereof), including:

(i) any amendment, modification, addition, deletion, extension, increase,

supplement or renewal to or of or other change in this Agreement or any of the other

Transaction Documents, or any instrument or agreement applicable to any of the Parties

to such agreements;

(ii) any failure, omission or delay on the part of Seller Representative, any

Seller or Buyer to conform to or comply with any term of any instrument or agreement

referred to in clause (i) above;

(iii) any waiver, consent, extension, indulgence, compromise, release or other

action or inaction under or in respect of any instrument, agreement, guarantee or right of

offset referred to in clause (i) above or any Liability of any Seller, Seller Representative

or Buyer, or any exercise or nonexercise by Buyer of any right, remedy, power or

privilege under or in respect of any such instrument, agreement, guarantee, right of offset

or any such obligation or liability;

(iv) any limitation on the Liabilities of Buyer or any other Person under this

Agreement, or any discharge, termination, cancellation, frustration, irregularity, invalidity

or unenforceability, in whole or in part, of any of the foregoing, or any other agreement,

instrument or guarantee referred to in clause (i) above or any term or provision of any

thereof;

(v) any failure, omission or delay on the part of any Seller or Seller

Representative (A) to enforce, assert or exercise any right, power or remedy conferred on

it by the provisions of this Agreement or otherwise inuring to any Seller or Seller

Representative under this Agreement, or (B) to make demand first upon any other

guarantor or any other person liable for the payment or performance of any Seller’s or

Seller Representative’s obligations under the Agreement;

(vi) the voluntary or involuntary liquidation, dissolution, sale of all or

substantially all assets, marshalling of assets or liabilities, receivership, conservatorship,

assignment for the benefit of creditors, insolvency, bankruptcy, reorganization,

arrangement, composition or other proceedings under Laws for the protection of debtors

affecting Buyer or any assets of Buyer, or any discharge from liability or rejection of

burdensome Contracts or obligations in the course of or resulting from any such

proceedings;

(vii) the release, by operation of Law or otherwise, of Buyer from any

obligation under this Agreement;

(viii) the invalidity, deficiency, illegality or unenforceability of this

Agreement, in whole or in part, or of any of the provisions thereof, or any defense or

excuse for failure to perform on account of force majeure, act of God, casualty,

impossibility, impracticability, or other defense or excuse whatsoever;

(ix) any change in ownership of any equity interests of Buyer;

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(x) any merger or consolidation of Buyer into or with any other corporation

or any sale, lease or transfer of any of the assets of Buyer to any other Person; or

(xi) without limiting the foregoing, any fact or event (whether or not similar

to any of the foregoing) which in the absence of this provision would or might constitute

or afford a legal or equitable discharge or release of or defense to a guarantor or surety.

The Buyer shall remain liable hereunder until the payment and performance in full of the

obligations under the Agreement. This guarantee shall be a guarantee of payment and not

of collection.

(b) If Buyer shall default in the due and punctual payment or performance of any of

its obligations under this Agreement, Seller Representative shall provide written notice of such

default to Guarantor and provide Buyer ten (10) days from the date of notice in which to cure

such default. In the event Buyer does not cure such default within the ten (10) day notice period,

then Guarantor shall immediately take all actions necessary to cause Guarantor to pay or perform

Buyer’s obligations under this Agreement at its sole cost and expense and Sellers shall be

immediately entitled to pursue all remedies against Guarantor for the full and timely payment and

performance then owed by Buyer pursuant to this Agreement. Notwithstanding the foregoing, in

the event of the insolvency of, the business failure of, the appointment of a custodian, trustee,

liquidator, or receiver for any of the property of, or an assignment for the benefit of creditors by,

or the filing of a petition under any bankruptcy, insolvency, or debtor’s relief law, or for any

adjustment of indebtedness, composition, or extension by or against Buyer, then Sellers shall be

immediately entitled to pursue all remedies against the Guarantor for the full and timely payment

and performance then owed by the Buyer pursuant to this Agreement without any notice to Buyer

or the pursuit of any remedies against Buyer or any other Person.

(c) The liabilities and obligations of Guarantor under this Article XII shall not be

conditioned or contingent upon the pursuit of any remedies against Buyer or any other Person.

To the extent permitted by Law, Guarantor hereby waives any right, whether legal or equitable,

statutory or non-statutory, to require Sellers to proceed or take any action against, or pursue any

remedy with respect to, Buyer or any other Person before Sellers may enforce rights against

Guarantor hereunder, provided that the foregoing shall not be deemed a waiver of any actions,

claims or defenses available to Buyer.

(d) Sellers, Seller Representative and Buyer may exercise any and all rights granted

to any of them under this Agreement without affecting the validity or enforceability of the

Guaranty and the obligations and liabilities of the Guarantor hereunder will not be affected,

impaired or released by any extension, waiver or amendment of this Agreement or any other

action which would release the Guarantor (other than performance).

(e) Guarantor recognizes that Sellers are relying upon the Guaranty and the

undertakings of Guarantor hereunder in entering into this Agreement, and further recognizes that

the execution and delivery of the Guaranty is a material inducement to Sellers in entering into this

Agreement.

[Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the

date first written above by their respective officers thereunto duly authorized.

SELLER:

VISE LION, LTD. I

[Signature Page to Membership Interest Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the

date first written above by their respective officers thereunto duly authorized.

SELLER:

HUGOCELLR, LTD.

lSignature Page to Membership Interest Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

SELLER:

ROBIN SULLIVAN

Bya_~ Name: Robin Sullivan

The undersigned spouse of Robin Sullivan hereunto subscribes her name in evidence of her agreement and consent to the sale, transfer and delivery to Buyer of the Membership Interests held or beneficially owned by Colleen Harris (including any community property or other spousal interest in such Membership Interests) pursuant to the foregoing Membership Interest Purchase Agreement and to all of the other terms and provisions of such Membership Interest Purchase Agreement.

Colleen Harris

[Signature Page to Membership Interest Purchase Agreement]

WEST\275532193.26

EXHIBIT A

SCHEDULE OF SELLERS

SELLERS

Jesus Hernandez

Cellright Holdings, LLC

Vise Lion, Ltd.

Hugocellr, Ltd.

Jack Kelly

Irene Graham

Robin Sullivan

Dean Mueller

WEST\275532193.26

EXHIBIT B

ESCROW AGREEMENT

WEST\275532193.26

EXHIBIT C

ASSIGNMENT AGREEMENT


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