Common use of Fundamental Changes and Acquisitions Clause in Contracts

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e) and 9.05(f); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary); (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); and (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to Borrower or any other Obligor; (e) Permitted Acquisitions in an amount not exceeding $5,000,000 in the aggregate (as measured by the sum of (i) aggregate consideration (cash or non-cash) paid by Obligors for such acquisition, and (ii) the principal amount of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limit; and (f) the Obligors may enter into Permitted Commercialization Arrangements.

Fundamental Changes and Acquisitions. Such Obligor It will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation consolidation, including without limitation, a reverse-triangular merger, or other similar transaction or series of related transactions, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any PersonAcquisition, except: (a) Investments permitted under Section 9.05(e) and 9.05(f); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary); (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property Property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); and; (dc) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to Borrower or any other Obligor; (ed) Permitted Acquisitions in for an amount aggregate consideration not exceeding $5,000,000 in to exceed: (i) prior to the aggregate (as measured by occurrence of a Qualified IPO, the sum of (ix) aggregate $5,000,000 in cash in any fiscal year plus (y) any consideration (cash or non-cash) paid by Obligors for such acquisition, and in the form of equity contributions and/or equity issuances with a fair market value not to exceed $20,000,000 in the aggregate; and (ii) following the principal amount occurrence of a Qualified IPO, the sum of (x) $5,000,000 in cash in any fiscal year plus (y) any consideration in the form of equity contributions and/or equity issuances; (e) the merger, amalgamation or consolidation of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition)Obligor with or into any other Obligor, provided that any non-cash consideration paid by Obligors for an acquisition of if Borrower is a party to such merger, amalgamation or consolidation, Borrower shall be the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limit; andsurviving entity; (f) the Obligors may enter into Permitted Commercialization Arrangements; (g) transactions set forth on Schedule 9.03, which shall include any earn-outs, milestones, royalties, purchase price adjustments and other similar payments; and (h) Borrower may liquidate, wind up or dissolve Zymeworks Biochemistry Inc. (or Zymeworks Biochemistry Inc. may suffer a liquidation or dissolution) so long as such liquidation, winding up or dissolution does not result in a Material Adverse Effect and the assets of Zymeworks Biochemistry Inc. are conveyed or transferred to Borrower or a Guarantor.

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e) and 9.05(f); (b) the merger, amalgamation or consolidation of any Subsidiary with or into any Obligor, provided the surviving entity is an Obligor; or the merger, amalgamation or consolidation of any Subsidiary that is not a Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic is not a Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary);Guarantor, (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, either (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise1) to any Obligor or (2) if such Subsidiary is not a Subsidiary Guarantor, to another Subsidiary of Borrower or that is not a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); andGuarantor; (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor either (1) to any Obligor or (2) if such Subsidiary is not a Subsidiary Guarantor, to another Subsidiary of Borrower or any other Obligorthat is not a Subsidiary Guarantor; (e) Permitted Acquisitions in an amount not exceeding $5,000,000 in the aggregate (as measured by the sum of Acquisitions; provided that (i) aggregate the total cash and noncash consideration (cash including the fair market value of all Equity Interests issued or nontransferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-cashdowns of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith) paid by Obligors or on behalf of Borrower and its Subsidiaries for any such acquisitionPermitted Acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of Borrower and its Subsidiaries for all other Permitted Acquisitions made by Borrower and its Subsidiaries pursuant to this Section 9.03(e), shall not exceed $10,000,000 in cash consideration and noncash consideration; (ii) no material assets of the Borrower and its Subsidiaries material to the conduct of their business constitute the noncash consideration, and (iiiii) the principal amount noncash consideration consisting of any pre-existing Indebtedness Equity Interests of the acquired party assumed by Obligors under such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 subject to any limit; and (f) the Obligors may enter into Permitted Commercialization Arrangementssale, transfer or other disposition of a Subsidiary of Borrower whose total annual revenues constitute 5% or less of the total consolidated revenues of Borrower and its Subsidiaries on a consolidated basis for fair market value, not more than one such sale, transfer or other disposition per fiscal year.

Fundamental Changes and Acquisitions. Such Obligor Borrower will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or ) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except. Notwithstanding the foregoing provisions of this Section 9.03: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05(e) and 9.05(f)9.05; (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Subsidiary Guarantor (provided providing that no Domestic Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian such Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic SubsidiaryGuarantor is the surviving entity); (c) the saleany Subsidiary may sell, lease, transfer or other disposition by any Subsidiary Guarantor otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, (provided that no Domestic a Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary)Guarantor; and (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to Borrower or any other Obligor;a Subsidiary Guarantor; and CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. (e) Borrower and its Subsidiaries may make Permitted Acquisitions in an amount Acquisitions, not exceeding to exceed $5,000,000 in the aggregate over the term of this Agreement (as measured by the sum of (i) aggregate consideration (cash or non-cash) paid by Obligors for such acquisition, and (ii) the principal amount of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition“Permitted Acquisitions Cap”), provided that any non-cash consideration paid by Obligors for an acquisition of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limit; and (f) the Obligors may enter into Permitted Commercialization Arrangements.

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e) and 9.05(f); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (Obligor; provided that no Domestic Subsidiary that, in the case of a merger, amalgamation or consolidation with or into Borrower, Borrower shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)be the surviving entity; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); and (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to Borrower or any other Obligor; (e) Permitted Acquisitions for total consideration in an aggregate amount for all such Permitted Acquisitions not exceeding $5,000,000 in the aggregate (as measured by the sum of (i) aggregate consideration (cash or non-cash) paid by Obligors for such acquisition, and (ii) the principal amount of any pre-existing Indebtedness 20% of the acquired party assumed by Obligors under such acquisition)Market Capitalization (measured, provided that with respect to any non-cash consideration paid by Obligors for an acquisition particular Permitted Acquisition, as of the capital stock trading day immediately preceding the execution of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limit; anddefinitive documentation relating to such Permitted Acquisition); (f) the Obligors merger, amalgamation or consolidation of a wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to such transaction is an Obligor, the surviving entity of such transaction shall be an Obligor); (g) any Subsidiary that is not an Obligor may liquidate or dissolve if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower; (h) any Asset Transaction permitted by Section 9.09 (other than Section 9.09(f)); and (i) Borrower and its Subsidiaries may enter into Permitted Commercialization Arrangements.

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Equity Interests, or (iiiiv) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock ofEquity Interests in, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e) and 9.05(f); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)Obligor; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); and; (d) the sale, transfer or other disposition of the capital stock Equity Interests of any Subsidiary Guarantor to Borrower or any other Obligor; (e) Permitted Acquisitions in an amount not exceeding $5,000,000 in Acquisitions; (f) Asset Sales permitted pursuant to Section 9.09; (g) mergers, amalgamations and consolidations between Foreign Subsidiaries; (h) the aggregate (as measured sale, transfer, lease or other disposition of assets by the sum of one Foreign Subsidiary to another Foreign Subsidiary; (i) the sale, transfer, lease or other disposition of assets by an Obligor to Foreign Subsidiaries not to exceed an aggregate consideration amount (cash or non-cashvalue) paid by of $250,000 per year for all Obligors for such acquisition, and collectively; (iij) the principal amount of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition of the capital stock of PFS Genomics Inc. not owned sale or issuance by the Borrower on the date hereof shall not be counted towards this $5,000,000 limitof its Equity Interests for financing purposes or in connection with a Public Offering; provided that all such Equity Interests sold or issued qualify as Qualified Equity Interests; and (fk) the Obligors may enter into Permitted Commercialization Arrangementsissuance of up to 410,337 shares of Series D preferred stock of the Borrower pursuant to Section 1.2(c) of the PIPSTEK Unit Purchase Agreement; provided no action otherwise permitted by clauses (a) through (f), or (i) of this Section 9.03 shall be permitted if a Default has occurred and is then continuing or could reasonably be expected to result therefrom.

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into consummate any transaction of merger, amalgamation or consolidation consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any PersonAcquisition, except: (a) Investments permitted under Section 9.05(e) and 9.05(f); (b) (i) the merger, amalgamation or consolidation of any Subsidiary with or into any other Obligor, provided that the surviving entity is an Obligor; or (ii) the merger, amalgamation or consolidation of any Subsidiary that is not a Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic is not a Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)Guarantor; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, either (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwisei) to any Obligor or (ii) if such Subsidiary is not a Subsidiary Guarantor, to another Subsidiary of Borrower or that is not a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); andGuarantor; (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor either (i) to any Obligor or (ii) if such Subsidiary is not a Subsidiary Guarantor, to another Subsidiary of Borrower or any other Obligor;that is not a Subsidiary Guarantor; and (e) Permitted Acquisitions (including any merger or consolidation in connection therewith) for consideration (including any Indebtedness pursuant to Section 9.01(r) and any amounts paid pursuant to Section 9.06(k)) in an amount not exceeding $5,000,000 in the aggregate plus, in the case of consideration consisting of Equity Interests of the Borrower (other than Disqualified Equity Interests), 10% of the Borrower’s market capitalization determined as measured of the date the definitive agreement for the applicable Acquisition is executed by multiplying the number of outstanding shares of the Borrower’s common stock, par value $0.001 per share, by the sum of (i) aggregate consideration (cash or non-cash) paid by Obligors average closing price thereof for the ten trading days immediately prior to such acquisition, and (ii) the principal amount of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limit; and (f) the Obligors may enter into Permitted Commercialization Arrangementsdate.

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into consummate any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any PersonAcquisition, except: (a) Investments permitted under Section 9.05(e) and 9.05(f)9.05; (b) (i) the merger, amalgamation or consolidation of any Subsidiary with or into any other Obligor; provided that the surviving entity is an Obligor, or (ii) the merger, amalgamation or consolidation of any Subsidiary that is not a Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic is not a Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)Guarantor; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor that is directly or indirectly wholly-owned by Borrower of any or all of its such Subsidiary’s property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, either (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwisei) to any Obligor or (ii) if such Subsidiary is not a Subsidiary Guarantor, to another Subsidiary of Borrower or that is not a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); andGuarantor; (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor that is directly or indirectly wholly-owned by Borrower either (i) to any Obligor or (ii) if such Subsidiary is not a Subsidiary Guarantor, to another Subsidiary of Borrower or any other Obligorthat is not a Subsidiary Guarantor; (e) Permitted Acquisitions for total consideration in an aggregate amount for all such Permitted Acquisitions not exceeding $5,000,000 in the aggregate 30% of Average Market Capitalization (measured, with respect to any particular Permitted Acquisition, as measured by the sum of (i) aggregate consideration (cash or non-cash) paid by Obligors for such acquisition, and (ii) the principal amount of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition trading day immediately preceding the execution of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limitdefinitive documentation relating to such Permitted Acquisition); and (f) the Obligors Borrower and its Subsidiaries may enter into Permitted Commercialization Arrangements.

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries (in each case, except for the BXCL 701 Subsidiaries following a Permitted BXCL 701 Release Event) to, (i) other than Permitted Acquisitions, enter into any transaction of merger, amalgamation or consolidation (or otherwise merge, amalgamate or consolidate), (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions, make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock Equity Interests of, or be a party to any acquisition Acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e) and 9.05(f); (b) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary Guarantor with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction and (y) any other Obligor, such Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then an Obligor must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor with or into any other Subsidiary Guarantor (provided that no Domestic Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)is not an Obligor; (cb) the sale, lease, transfer or other disposition by (i) any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower any Obligor or (ii) any other Obligor, (provided Subsidiary that no Domestic Subsidiary shall sell, lease, transfer is not an Obligor of any or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian any other Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); andthat is not an Obligor; (dc) the sale, transfer or other disposition of the capital stock Equity Interests of (i) any Subsidiary Guarantor to Borrower any Obligor or (ii) any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; (ed) any Permitted Acquisitions in an amount not exceeding $5,000,000 in the aggregate (as measured by the sum of (i) aggregate consideration (cash or non-cash) paid by Obligors for such acquisition, and (ii) the principal amount of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limitBXCL 701 Disposition Event; and (fe) the Obligors may enter into Permitted Commercialization Arrangementsdisposition of any Subsidiary permitted by Section 9.09.

Fundamental Changes and Acquisitions. Such Obligor Borrower will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or ) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except: (a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05(e) and 9.05(f); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)Guarantor; (c) the saleany Subsidiary may sell, lease, transfer or other disposition by any Subsidiary Guarantor otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); andGuarantor; (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to Borrower or any other ObligorSubsidiary Guarantor; (e) Borrower and its Subsidiaries may make Permitted Acquisitions in an aggregate amount not exceeding $5,000,000 in the aggregate (as measured by the sum of total purchase price) (i) aggregate consideration (cash or non-cash) paid by Obligors for such acquisitionnot exceeding 25% of Borrower’s market capitalization at the time the transaction is first disclosed to Lenders, and (ii) greater than 25% but less than 40% of Borrower’s market capitalization at the principal amount of any pre-existing Indebtedness of time the acquired party assumed by Obligors under such acquisition)transaction is first disclosed to Lenders, provided that any non-cash consideration paid by Obligors for an acquisition Majority Lenders first consent to such transaction, such consent not to be unreasonably withheld, or (iii) in excess of 40% of Borrower’s market capitalization at the capital stock of PFS Genomics Inc. not owned by time the Borrower on the date hereof shall not be counted towards this $5,000,000 limittransaction is first disclosed to Lenders, but only with Majority Lenders’ prior consent; and (f) the Obligors Borrower and its Subsidiaries may enter into Permitted Commercialization Arrangements.

Fundamental Changes and Acquisitions. Such Obligor will shall not, and will shall not permit any of its Subsidiaries to, (ix) enter into consummate any transaction of merger, amalgamation or consolidation consolidation, (iiy) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iiiz) make consummate any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock Equity Interests of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e) and 9.05(f(other than by reference to this Section 9.03 (or any subclause hereof)); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic Subsidiary Obligor; provided, that, in the case of a merger, amalgamation or consolidation with or into Borrower, Borrower shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)be the surviving entity; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower (i) any Obligor or any other Obligor(ii) if such Subsidiary is not a Subsidiary Guarantor, (provided another Subsidiary that no Domestic is not a Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); andGuarantor; (d) the sale, transfer or other disposition of the capital stock Equity Interests of any Subsidiary Guarantor (other than Borrower) (i) to Borrower any Obligor or any (ii) if the seller or other Obligortransferor is a Subsidiary that is not a Subsidiary Guarantor, to another Subsidiary that is not a Subsidiary Guarantor; (e) Permitted Acquisitions in an amount not exceeding $5,000,000 in Acquisitions; provided, that, the aggregate (as measured by consideration for all such Acquisitions shall not exceed the sum of (i) aggregate consideration twenty-five million Dollars (cash or non-cash$25,000,000) paid by Obligors for such acquisition, and less (ii) the aggregate principal amount of any pre-existing Indebtedness incurred under Section 9.01(n) less (iii) the aggregate principal amount of the acquired party assumed by Obligors Indebtedness incurred under such acquisitionSection 9.01(o), provided that any non-cash consideration paid by Obligors for an acquisition in each case, during the term of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limitAgreement; and (f) the Obligors may enter into Permitted Commercialization Arrangementsconsummation of First Amendment Merger Transactions on the Merger Effective Date.

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Equity Interests, or (iiiiv) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock ofEquity Interests in, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e) and 9.05(f); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)Obligor; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); and; (d) the sale, transfer or other disposition of the capital stock Equity Interests of any Subsidiary Guarantor to Borrower or any other Obligor; (e) Permitted Acquisitions in an amount not exceeding $5,000,000 in Acquisitions; (f) Asset Sales permitted pursuant to Section 9.09; (g) mergers, amalgamations and consolidations between Foreign Subsidiaries; (h) the aggregate (as measured sale, transfer, lease or other disposition of assets by the sum of one Foreign Subsidiary to another Foreign Subsidiary; (i) the sale, transfer, lease or other disposition of assets by an Obligor to Foreign Subsidiaries not to exceed an aggregate consideration amount (cash or non-cashvalue) paid by of $250,000 per year for all Obligors for such acquisition, and collectively; (iij) the principal amount of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition of the capital stock of PFS Genomics Inc. not owned sale or issuance by the Borrower on the date hereof shall not be counted towards this $5,000,000 limitof its Equity Interests for financing purposes or in connection with a Qualified IPO; provided that all such Equity Interests sold or issued qualify as Qualified Equity Interests; and (fk) the Obligors may enter into Permitted Commercialization Arrangementsissuance of up to 410,337 shares of Series D preferred stock of the Borrower pursuant to Section 1.2(c) of the PIPSTEK Unit Purchase Agreement; provided no action otherwise permitted by clauses (a) through (f), or (i) of this Section 9.03 shall be permitted if a Default has occurred and is then continuing or could reasonably be expected to result therefrom.

Fundamental Changes and Acquisitions. Such Obligor will shall not, and will shall not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05, make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock Equity Interests of, or be a party to any acquisition Acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e) and 9.05(f); (b) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic is not a Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)Guarantor; (cb) the sale, lease, transfer or other disposition by (i) any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower any Obligor or to any other Obligor, entity that concurrently therewith shall become an Obligor or (provided ii) any Subsidiary that no Domestic Subsidiary shall sell, lease, transfer is not an Obligor of any or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian any other Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); andthat is not an Obligor; (dc) the sale, transfer or other disposition of the capital stock Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor; (d) mergers, amalgamations or consolidations of any Subsidiary Guarantor to Borrower effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or any other Obligorconsolidation does not include the Borrower; (e) in connection with any Permitted Acquisitions in an amount not exceeding $5,000,000 in the aggregate (Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as measured by the sum of (i) aggregate consideration the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (cash or non-cashii) paid by Obligors for in the case of any such acquisitionmerger to which the Borrower is a party, the Borrower is the surviving Person, and (iiiii) in the principal amount case of any pre-existing Indebtedness of such merger to which a Subsidiary Guarantor is a party, the acquired party assumed by Obligors under surviving Person is such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limitSubsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor; and (f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the Obligors may enter into Permitted Commercialization Arrangementscase of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding up.

Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into consummate any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any PersonAcquisition, except: (a) Investments permitted under Section 9.05(e) and 9.05(f)9.05; (b) (i) the merger, amalgamation or consolidation of any Subsidiary with or into any Obligor; provided that the surviving entity is an Obligor, or (ii) the merger, amalgamation or consolidation of any Subsidiary that is not a Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic is not a Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)Guarantor; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor that is directly or indirectly wholly-owned by Borrower of any or all of its such Subsidiary’s property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, either (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwisei) to any Obligor or (ii) if such Subsidiary is not a Subsidiary Guarantor, to another Subsidiary of Borrower or that is not a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); andGuarantor; (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor that is directly or indirectly wholly-owned by Borrower either (i) to any Obligor or (ii) if such Subsidiary is not a Subsidiary Guarantor, to another Subsidiary of Borrower or any other Obligorthat is not a Subsidiary Guarantor; (e) Permitted Acquisitions for total consideration in an aggregate amount for all such Permitted Acquisitions not exceeding $5,000,000 in the aggregate 30% of Average Market Capitalization (measured, with respect to any particular Permitted Acquisition, as measured by the sum of (i) aggregate consideration (cash or non-cash) paid by Obligors for such acquisition, and (ii) the principal amount of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition trading day immediately preceding the execution of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limitdefinitive documentation relating to such Permitted Acquisition); and (f) the Obligors Borrower and its Subsidiaries may enter into Permitted Commercialization Arrangements.. 164703839 v7

Fundamental Changes and Acquisitions. Such Obligor will shall not, and will shall not permit any of its Subsidiaries to, (ix) enter into consummate any transaction of merger, amalgamation or consolidation consolidation, (iiy) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iiiz) make consummate any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock Equity Interests of, or be a party to any acquisition of, any Person, except: (a) Investments permitted under Section 9.05(e) and 9.05(f(other than by reference to this Section 9.03 (or any subclause hereof)); (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided Obligor; provided, that no Domestic Subsidiary in the case of a merger, amalgamation or consolidation with or into Borrower, Borrower shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary)be the surviving entity; (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower (i) any Obligor or any other Obligor(ii) if such Subsidiary is not a Subsidiary Guarantor, (provided another Subsidiary that no Domestic is not a Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); andGuarantor; (d) the sale, transfer or other disposition of the capital stock Equity Interests of any Subsidiary Guarantor (i) to Borrower any Obligor or any (ii) if the seller or other Obligor;transferor is a Subsidiary that is not a Subsidiary Guarantor, to another Subsidiary that is not a Subsidiary Guarantor; and (e) Permitted Acquisitions in an amount not exceeding $5,000,000 in Acquisitions; provided, that the aggregate (as measured by the sum of (i) aggregate consideration (cash or non-cash) paid by Obligors for all such acquisition, and (ii) the principal amount of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof Acquisitions shall not be counted towards exceed $10,000,000 during the term of this $5,000,000 limit; and (f) the Obligors may enter into Permitted Commercialization ArrangementsAgreement.