10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 2019
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________.

Commission File Number 000-23357

BIOANALYTICAL SYSTEMS, INC.

(Exact name of the registrant as specified in its charter)

INDIANA (State or other jurisdiction of incorporation or organization)	35-1345024 (I.R.S. Employer Identification No.)
2701 KENT AVENUE WEST LAFAYETTE, INDIANA (Address of principal executive offices)	47906 (Zip code)
(765) 463-4527 (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	BASi	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x        NO ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES x       NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨   Accelerated filer ¨  Non-accelerated filer x

Smaller Reporting Company x   Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨      NO x

As of February 9, 2020, 10,818,057 of the registrant's common shares were outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of December 31, 2019 (Unaudited) and September 30, 2019	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended December 31, 2019 and 2018 (Unaudited)	4
	Consolidated Statement of Shareholders’ Equity for the Three Months Ended December 31, 2019 and 2018 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2019 and 2018 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4	Controls and Procedures	30
PART II	OTHER INFORMATION
Item 1A	Risk Factors	30
Item 6	Exhibits	31
	Signatures	32

2

BIOANALYTICAL SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	December 31, 2019			September 30, 2019
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	511		$	606
Accounts receivable
Trade, net of allowance of $425 at December 31, 2019 and $1,759 at September 30, 2019		9,498			7,178
Unbilled revenues and other		1,848			2,342
Inventories, net		1,034			1,095
Prepaid expenses		1,990			1,200
Total current assets		14,881			12,421
Property and equipment, net		27,037			22,828
Operating lease right-of use-assets, net		4,739			—
Finance lease right-to use assets, net		4,641			—
Goodwill		6,619			3,617
Other intangible assets, net		2,781			2,874
Lease rent receivable		133			130
Deferred tax asset		—			31
Other assets		87			79
Total assets	$	60,918		$	41,980
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	5,592		$	4,941
Restructuring liability		304			349
Accrued expenses		3,403			2,620
Customer advances		9,578			6,726
Revolving line of credit		725			1,063
Capex lines of credit		1,383			655
Current portion on long-term operating lease		864			—
Current portion of long-term finance lease		4,616			18
Current portion of long-term debt		1,153			1,109
Total current liabilities		27,618			17,481
Long-term operating leases, net		4,044			—
Long-term finance leases, net		17			18
Long-term debt, less current portion, net of debt issuance costs		18,804			13,771
Deferred tax liabilities		65			—
Total liabilities		50,548			31,270
Shareholders’ equity:
Preferred shares, authorized 1,000,000 shares, no par value:
35 Series A shares at $1,000 stated value issued and outstanding at December 31, 2019 and at September 30, 2019		35			35
Common shares, no par value:
Authorized 19,000,000 shares; 10,805,057 issued and outstanding at December 31, 2019 and 10,510,694 at September 30, 2019		2,663			2,589
Additional paid-in capital		26,323			25,183
Accumulated deficit		(18,651	)		(17,097	)
Total shareholders’ equity		10,370			10,710
Total liabilities and shareholders’ equity	$	60.918		$	41,980

The accompanying notes are an integral part of the condensed consolidated financial statements

3

BIOANALYTICAL SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended December 31,
	2019			2018
Service revenue	$	12,142		$	7,735
Product revenue		776			890
Total revenue		12,918			8,625
Cost of service revenue		8,911			5,597
Cost of product revenue		530			609
Total cost of revenue		9,441			6,206
Gross profit		3,477			2,419
Operating expenses:
Selling		882			653
Research and development		162			124
General and administrative		3,453			1,601
Total operating expenses		4,497			2,378
Operating (loss) income		(1,020	)		41
Interest expense		(311	)		(126	)
Other income		2			1
Net loss before income taxes		(1,329	)		(84	)
Income taxes expense		97			1
Net loss	$	(1,426	)	$	(85	)
Other comprehensive income:		—			—
Comprehensive loss	$	(1,426	)	$	(85	)
Basic net loss per share	$	(0.13	)	$	(0.01	)
Diluted net loss per share	$	(0.13	)	$	(0.01	)
Weighted common shares outstanding:
Basic		10,669			10,245
Diluted		10,669			10,245

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

BIOANALYTICAL SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except number of shares)

	Three Month Period Ended December 31, 2019
									Additional					Total
	Preferred Shares				Common Shares				paid-in		Accumulated			shareholders'
	Number		Amount		Number		Amount		capital		deficit			equity
Balance at September 30, 2019		35	$	35		10,510,694	$	2,589	$	25,183	$	(17,097	)	$	10,710
Adoption of accounting standard												(128	)		(128	)
Comprehensive loss:
Net loss												(1,426	)		(1,426	)
Stock issued in acquisition						240,000		60		1,073					1,133
Stock based compensation						54,363		14		67					81
Balance at December 31, 2019		35	$	35		10,805,057	$	2,663	$	26,323	$	(18,651	)	$	10,370

	Three Month Period Ended December 31, 2018
									Additional					Total
	Preferred Shares				Common Shares				paid-in		Accumulated			shareholders'
	Number		Amount		Number		Amount		capital		deficit			equity
Balance at September 30, 2018		35	$	35		10,245,277	$	2,523	$	24,557	$	(16,231	)	$	10,884
Adoption of accounting standard												(76	)		(76	)
Comprehensive loss:
Net loss												(85	)		(85	)
Stock based compensation expense										25					25
Balance at December 31, 2018		35	$	35		10,245,277	$	2,523	$	24,582	$	(16,392	)	$	10,748

The accompanying notes are an integral part of the consolidated financial statements.

5

BIOANALYTICAL SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended December 31,
	2019			2018
Operating activities:
Net loss	$	(1,426	)	$	(85	)
Adjustments to reconcile net loss to net cash provided by operating activities, net of acquisition:
Depreciation and amortization		732			713
Amortization finance lease		32			—
Employee stock compensation expense		81			25
Gain on disposal of property and equipment		—			(3	)
Unrealized foreign currency gains		18			(146	)
Changes in operating assets and liabilities:
Accounts receivable		(1,013	)		516
Inventories		61			10
Income tax accruals		97			—
Prepaid expenses and other assets		(774	)		(227	)
Accounts payable		479			(532	)
Accrued expenses		666			317
Customer advances		2,501			319
Net cash provided by operating activities		1,454			907
Investing activities:
Capital expenditures		(2,165	)		(684	)
Cash paid in acquisition		(4,000	)		—
Net cash used in investing activities		(6,165	)		(684	)
Financing activities:
Payments on finance lease liability		(37	)		—
Payments of long-term debt		(250	)		(224	)
Payments of debt issuance costs		(110	)		(11	)
Payments on revolving line of credit		(10,531	)		(5,892	)
Borrowings on revolving line of credit		10,194			5,892
Borrowing on construction loans		1,183			—
Borrowing on capex lines of credit		728			—
Payments of capital lease obligations		—			(38	)
Borrowing on long-term loan		3,439			—
Net cash provided by (used in) financing activities		4,616			(273	)
Net decrease in cash and cash equivalents		(95	)		(50	)
Cash and cash equivalents at beginning of period		606			773
Cash and cash equivalents at end of period	$	511		$	723
Supplemental disclosure of cash flow information:
Cash paid for interest	$	270		$	116
Preclinical Research Services acquisition:
Assets acquired	$	6,435			—
Liabilities assumed		(1.302	)		—
Common shares issued		(1,133	)		—
Cash paid	$	4,000			—

The accompanying notes are an integral part of the condensed consolidated financial statements.

6

BIOANALYTICAL SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except per share data or as otherwise indicated)

(Unaudited)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Bioanalytical Systems, Inc. and its subsidiaries, including as operating under the trade name “Inotiv” (“We,” “Our,” “Us,” the “Company,” “BASi” and “Inotiv”) engage in contract laboratory research services and other services related to pharmaceutical development. We also manufacture scientific instruments for life sciences research, which we sell with related software for use by pharmaceutical companies, universities, government research centers and medical research institutions. Our customers are located throughout the world.

We have prepared the accompanying unaudited interim condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”), and therefore should be read in conjunction with our audited consolidated financial statements, and the notes thereto, included in the Company’s annual report on Form 10-K for the year ended September 30, 2019. In the opinion of management, the condensed consolidated financial statements for the three months ended December 31, 2019 and 2018 include all adjustments which are necessary for a fair presentation of the results of the interim periods and of our financial position at December 31, 2019. The results of operations for the three months ended December 31, 2019 may not be indicative of the results for the year ending September 30, 2020.

2. STOCK-BASED COMPENSATION

The Company’s 2008 Stock Option Plan (the “Plan”) was used to promote our long-term interests by providing a means of attracting and retaining officers, directors and key employees and aligning their interests with those of our shareholders. The Plan is described more fully in Note 9 in the Notes to the Consolidated Financial Statements in our Form 10-K for the fiscal year ended September 30, 2019. In March 2018, our shareholders approved the amendment and restatement of the Plan in the form of the Amended and Restated 2018 Equity Incentive Plan (the “Equity Plan”) and the Company currently grants equity awards from the Equity Plan. The purpose of the Equity Plan is to promote our long-term interests by providing a means of attracting and retaining officers, directors and key employees. The maximum number of common shares that may be granted under the Equity Plan is 700 shares plus the remaining shares from the 2008 Stock Option Plan.

All options granted under the Plan and the Equity Plan had an exercise price equal to the fair market value of the underlying common shares on the date of grant. We expense the estimated fair value of stock options over the vesting periods of the grants. We recognize expense for awards subject to graded vesting using the straight-line attribution method, reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment is recognized at that time. Stock based compensation expense for the three months ended December 31, 2019 was $81. Stock based compensation expense for the three months ended December 31, 2018 was $25. The additional expense in the three months ending December 31, 2019 was due to the grants issued to our Chief Executive Officer in January 2019, option grants to all employees that were issued in 2019 as well as option grants for employees related to the Smithers Avanza acquisition, as described in Note 10.

A summary of our stock option activity for the three months ended December 31, 2019 is as follows (in thousands except for share prices):

	Options (shares)			Weighted- Average Exercise Price		Weighted- Average Grant Date Fair Value
Outstanding – October 1, 2019		776		$	1.61	$	1.22
Exercised		—
Granted		11		$	4.64	$	3.14
Forfeited		(2	)	$	1.56
Outstanding - December 31, 2019		785		$	1.65	$	1.25
Exercisable at December 31, 2019		223

7

The weighted-average assumptions used to compute the fair value of the options granted in the three months ended December 31, 2019 were as follows:

Risk-free interest rate	1.77	%
Dividend yield	0.00	%
Volatility of the expected market price of the Company's common shares	71.0%-71.5%
Expected life of the options (years)	8.0

As of December 31, 2019, our total unrecognized compensation cost related to non-vested stock options was $452 and is expected to be recognized over a weighted-average service period of 1.1 years.

During the three months ended December 31, 2019, we granted a total of 54 restricted shares to members of the Company’s leadership team. A summary of our restricted share activity for the three months ended December 31, 2019 is as follows:

	Restricted Shares
Outstanding – September 30, 2019		20
Granted		54
Forfeited		—
Outstanding – December 31, 2019		74

As of December 31, 2019, our total unrecognized compensation cost related to non-vested restricted shares was $208 and is expected to be recognized over a weighted-average service period of 1.75 years.

3. INCOME (LOSS) PER SHARE

We compute basic income (loss) per share using the weighted average number of common shares outstanding. The Company has two categories of dilutive potential common shares: Series A preferred shares issued in May 2011 in connection with our registered direct offering and shares issuable upon exercise of options. We compute diluted earnings per share using the if-converted method for preferred shares and the treasury stock method for stock options, respectively. Shares issuable upon exercise of 297 options were not considered in computing diluted income (loss) per share for the three months ended December 31, 2018 because they were anti-dilutive. Shares issuable upon exercise of 785 options were not considered in computing diluted income (loss) per share for the three months ended December 31, 2019 because they were anti-dilutive.

8

The following table reconciles our computation of basic net loss per share to diluted loss per share:

	Three Months Ended December 31,
	2019			2018
Basic net loss per share:
Net loss applicable to common shareholders	$	(1,426	)	$	(85	)
Weighted average common shares outstanding		10,669			10,245
Basic net loss per share	$	(0.13	)	$	(0.01	)
Diluted net loss per share:
Diluted net loss applicable to common shareholders	$	(1,426	)	$	(85	)
Weighted average common shares outstanding		10,669			10,245
Plus: Incremental shares from assumed conversions:
Series A preferred shares		—			—
Dilutive stock options/shares		—			—
Diluted weighted average common shares outstanding		10,669			10,245
Diluted net loss per share	$	(0.13	)	$	(0.01	)

4. INVENTORIES

Inventories consisted of the following:

	December 31, 2019			September 30, 2019
Raw materials	$	784		$	858
Work in progress		87			89
Finished goods		371			346
		1,242			1,293
Obsolescence reserve		(208	)		(198	)
	$	1,034		$	1,095

5. SEGMENT INFORMATION

We operate in two principal segments - research services and research products. Our Services segment provides research and development support on a contract basis directly to pharmaceutical companies. Our Products segment provides liquid chromatography, electrochemical and physiological monitoring products to pharmaceutical companies, universities, government research centers and medical research institutions. Our accounting policies in these segments are the same as those described in the summary of significant accounting policies found in Note 2 to Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended September 30, 2019.

9

	Three Months Ended December 31,
	2019			2018
Revenue:
Service	$	12,142		$	7,735
Product		776			890
	$	12,918		$	8,625
Operating income (loss):
Service	$	1,263		$	636
Product		(271	)		(80	)
Corporate		(2,012	)		(515	)
	$	(1,020	)	$	41
Interest expense		(311	)		(126	)
Other income		2			1
Loss before income taxes	$	(1,329	)	$	(84	)

6. INCOME TAXES

We use the asset and liability method of accounting for income taxes.  We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date. We record valuation allowances based on a determination of the expected realization of tax assets.

On December 22, 2017, the United States (“U.S.”) enacted significant changes to the U.S. tax law following the passage and signing of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Act”) (previously known as “The Tax Cuts and Jobs Act”). The Tax Act included significant changes to existing tax law, including a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%.

Accordingly, the Company’s income tax provision as of December 31, 2017 reflects the current year impacts of the U.S. Tax Act on the estimated annual effective tax rate. The Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%. The impact from the permanent reduction to the U.S. federal corporate income tax rate from 35% to 21% is effective January 1, 2018 (the “Effective Date”). When a U.S. federal tax rate change occurs during a fiscal year, taxpayers are required to compute a weighted daily average rate for the fiscal year of enactment and as a result the Company calculated a U.S. federal statutory income tax rate of 21% for the current fiscal year end September 30, 2019.

The difference between the enacted federal statutory rate of 21% and our effective rate of (7.32) % for the quarterly period ended December 31, 2019 is due to changes in our valuation allowance on our net deferred tax assets. The impact of the newly enacted federal statutory rate as a result of the Tax Act to the net deferred tax assets is a $1,648 decrease with any offsetting decrease to the valuation allowance.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. We measure the amount of the accrual for which an exposure exists as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon settlement of the position.

At December 31, 2019 and September 30, 2019, we had no liability for uncertain income tax positions.

We record interest and penalties accrued in relation to uncertain income tax positions as a component of income tax expense. Any changes in the liability for uncertain tax positions would impact our effective tax rate. We do not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months.

10

We file income tax returns in the U.S. and several U.S. states. We remain subject to examination by taxing authorities in the jurisdictions in which we have filed returns for years after 2013.

7. DEBT

Credit Facility

On December 1, 2019, in connection with the PCRS Acquisition (as described in Note 10), we entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with First Internet Bank of Indiana (“FIB”). The Credit Agreement includes five term loans (the “Initial Term Loan,” “Second Term Loan,” “Third Term Loan,” “Fourth Term Loan,” and “Fifth Term Loan,” respectively), a revolving line of credit (the “Revolving Facility”), a construction draw loan (the “Construction Draw Loan”), an equipment draw loan (the “Equipment Draw Loan”), and two capital expenditure lines of credit (the “Initial Capex Line” and the “Second Capex Line,” respectively).

The Initial Term Loan for $4,500 bears interest at a fixed rate of 3.99%, with monthly principal and interest payments of approximately $33. The Initial Term Loan matures June 23, 2022. The balance on the Initial Term Loan at December 31, 2019 was $3,930. We used the proceeds from the Initial Term Loan to satisfy our indebtedness with Huntington Bank and terminated the related interest rate swap.

The Second Term Loan for $5,500 was used to fund a portion of the cash consideration for the Seventh Wave Acquisition (as described in Note 10). Amounts outstanding under the Second Term Loan bear interest at a fixed per annum rate of 5.06%, with monthly principal and interest payments equal to $78. The Second Term Loan matures July 2, 2023 and the balance on the Second Term Loan at December 31, 2019 was $4,541.

The Third Term Loan for $1,271 was used to fund the cash consideration for the Smithers Avanza Acquisition (as described in Note 10). Amounts outstanding under the Third Term Loan bear interest at a fixed per annum rate of 4.63%. The Third Term Loan required monthly interest only payments until December 1, 2019, from which time payments of principal and interest in monthly installments of $20 are required, with all accrued but unpaid interest, cost and expenses due and payable at the maturity date. The Third Term Loan matures November 1, 2025 and the balance on the Third Term Loan at December 31, 2019 was $1,255.

The Fourth Term Loan in the principal amount of $1,500 has a maturity of June 1, 2025. Interest accrues on the Fourth Term Loan at a fixed per annum rate equal to 4%, with interest payments only commencing January 1, 2020 through June 1, 2020, with monthly payments of principal and interest thereafter through maturity. The balance on the Fourth Term Loan at December 31, 2019 was $1,500.

The Fifth Term loan in the principal amount of $1,939 has a maturity of December 1, 2024. Interest accrues on the Fifth Term Loan at a fixed per annum rate equal to 4%, with payments of principal and interest due monthly through maturity. The balance on the Fifth Term Loan at December 31, 2019 was $1,939. We entered into the Fourth Term Loan and the Fifth Term Loan in connection with the PCRS Acquisition.

The Revolving Facility provides a line of credit for up to $5,000, which the Company may borrow from time to time, subject to the terms of the Credit Agreement, including as may be limited by the amount of the Company’s outstanding eligible receivables. The Revolving Facility has a maturity of January 31, 2021 and requires monthly accrued and unpaid interest payments only until maturity at a floating per annum rate equal to the greater of (a) 4%, or (b) the sum of the Prime Rate plus Zero Basis Points (0.0%), which rate shall change concurrently with the Prime Rate. The balance on the Revolving Facility was $725 as of December 31, 2019.

The Construction Draw Loan provides for borrowings up to a principal amount not to exceed $4,445 and the Equipment Draw Loan provides for borrowings up to a principal amount not to exceed $1,429. The Construction Draw Loan and Equipment Draw Loan each mature on March 28, 2025. As of December 31, 2019, there was a $4,247 balance on the Construction Draw Loan and a $1,237 balance on the Equipment Draw Loan.

11

Subject to certain conditions precedent, the Construction Draw Loan and an Equipment Draw Loan each permit the Company to obtain advances aggregating up to the maximum principal amount available for such loan through March 28, 2020. Amounts outstanding under these loans bear interest at a fixed per annum rate of 5.20%. The Construction Draw Loan and the Equipment Draw Loan each require monthly payments of accrued interest on amounts outstanding through March 28, 2020, and thereafter monthly payments of principal and interest on amounts then outstanding through maturity. We have utilized funds from the Construction Draw Loan and the Equipment Draw Loan in connection with the Evansville facility expansion.

The Initial Capex Line provides for borrowings up to the principal amount of $1,100, which the Company may borrow from time to time, subject to the terms of the Credit Agreement. The Initial Capex Line matures on June 30, 2020, and as of December 31, 2019, had a balance of $948. Interest accrues on the principal balance of the Initial Capex Line at a floating per annum rate equal to the sum of the Prime Rate plus Fifty Basis Points (0.5%), which rate shall change concurrently with the Prime Rate. The Company is required to pay accrued but unpaid interest on the Initial Capex Line on a monthly basis until June 30, 2020, at which time the entire balance of the Capex Line, together with accrued but unpaid interest, costs and expenses, shall be due and payable in full.

The Second Capex Line provides for borrowings up to the principal amount of $3,000, subject to the terms of the Credit Agreement, with a maturity of December 31, 2020 and interest payments only until maturity at a floating per annum rate equal to the greater of (a) 4%, or (b) the sum of the Prime Rate plus Fifty Basis Points (0.5%), which rate shall change concurrently with the Prime Rate. At December 31, 2019, the balance on the Second Capex Line was $435.

The Company’s obligations under the Credit Agreement are guaranteed by BAS Evansville, Inc. (“BASEV”), Seventh Wave Laboratories, LLC, BASi Gaithersburg LLC, as well as Bronco Research Services LLC (“Bronco”), each a wholly owned subsidiary of the Company (collectively, the "Guarantors"). The Company’s obligations under the Credit Agreement and the Guarantor's obligations under their respective guaranties are secured by first priority security interests in substantially all of the assets of the Company and the Guarantors, respectively, mortgages on the Company’s, BASEV’s and Bronco’s facilities in West Lafayette, Indiana, Evansville, Indiana, and Fort Collins, Colorado, respectively, and pledges of the Company’s ownership interests in its subsidiaries.

The Credit Agreement includes financial covenants consisting of (i) a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of not less than 1.25 to 1.0, tested quarterly and measured on a trailing twelve (12) month basis and (ii) beginning March 31, 2020 a Cash Flow Leverage Ratio (as defined in the Credit Agreement), tested quarterly, as follows: not to exceed (a) as of March 31, 2020, 5.00 to 1.00, (b) as of June 30, 2020, 4.50 to 1.00, (c) as of September 30, 2020, 4.25 to 1.00 and (d) as of December 31, 2020 and each quarter thereafter, 4.00 to 1.00. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, and defaults under other material indebtedness, FIB may cease advancing funds, increase the interest rate on outstanding balances, accelerate amounts outstanding, terminate the agreement and foreclose on all collateral. The Company has also agreed to obtain a life insurance policy in an amount not less than $5,000 for its President and Chief Executive Officer and to provide FIB an assignment of such life insurance policy as collateral.

In addition to the indebtedness under our Credit Agreement, as part of the Smithers Avanza Acquisition, we have an unsecured promissory note payable to the Smithers Avanza Seller in the initial principal amount of $810 made by BASi Gaithersburg and guaranteed by the Company. The promissory note bears interest at 6.5% with monthly payments and maturity date of May 1, 2022. As part of the PCRS Acquisition, we also have an unsecured promissory note payable to the Preclinical Research Services Seller in the initial principal amount of $800. The promissory note bears interest at 4.5% with monthly payments and a maturity date of December 1, 2024.

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Long term debt is detailed in the table below.

	As of:
	December 31, 2019			September 30, 2019
Initial term loan	$	3,930		$	3,990
Subsequent term loan		4,541			4,715
Third term loan		1,255			1,271
New term loan		1,500			—
PCRS building loan		1,939			—
Subtotal term loans		13,165			9,662
Construction and Equipment loans		5,484			4,301
Seller Note – Smithers Avanza		810			810
Seller Note – Preclinical Research Services		800			—
		20,259			15,087
Less:  Current portion		(1,153	)		(1,109	)
Less:  Debt issue costs not amortized		(302	)		(207	)
Total Long-term debt	$	18,804		$	13,771

8. ACCRUED EXPENSES

As part of a fiscal 2012 restructuring, we accrued for lease payments at the cease use date for our United Kingdom facility and have considered free rent, sublease rentals and the number of days it would take to restore the space to its original condition prior to our improvements. Based on these matters, we had a $1,117 reserve for lease related costs and for legal and professional fees and other costs to remove improvements previously made to the facility. During the first quarter of fiscal 2020, the Company released a portion of the reserve for lease related liabilities that were no longer owed due to the statute of limitations. At December 31, 2019 and September 30, 2019, respectively, we had $304 and $349 reserved for the remaining liability. The reserve is classified as a current liability on the condensed consolidated balance sheets.

9. NEW ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued updated guidance on leases which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted.

On October 1, 2019, the Company adopted ASC 842 Leases (ASU No.2016-02) and all the related amendments to its lease contracts using the modified retrospective method. The effective date was used as the Company’s date of initial application with no restatement of prior periods. As such prior periods continue to be reported under the accounting standards in effect for those periods. The Company recorded upon adoption a right-of -use asset and lease liability on the consolidated condensed balance sheet of $9,558 and $9,686, respectively. The lease liability reflects the present value of the Company’s estimated future minimum lease payments over the term of the lease, which includes options that are reasonably certain to be exercised, discounted utilizing a collateralized incremental borrowing rate. The impact of the new lease standard does not affect the Company’s cash flows. See Note 12 Leases for additional information.

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instrument” “CECL”).  ASU 2016-13 requires an allowance for expected credit losses on financial assets be recognized as early as day one of the instrument.  This ASU departs from the incurred loss model which means the probability threshold is removed.  It considers more forward-looking information and requires the entity to estimate its credit losses as far as it can reasonably estimate.  This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted. The Company is assessing this pronouncement and does not expect a material impact to the financial statements.

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10. BUSINESS COMBINATIONS

Smithers Avanza Toxicology Services LLC acquisition

Overview

On May 1, 2019, the Company, through its wholly-owned subsidiary BASi Gaithersburg LLC (f/k/a Oriole Toxicology Services LLC) (the “ Smithers Avanza Purchaser”), acquired (the “Smithers Avanza Acquisition”) from Smithers Avanza Toxicology Services LLC (the “Smithers Avanza Seller”), a consulting-based contract research laboratory located in Gaithersburg, Maryland, substantially all of the assets used by the Smithers Avanza Seller in connection with the performance of in-vivo mammalian toxicology CRO services for pharmaceuticals (small molecules and biologics), vaccines, agro and industrial chemicals, under the terms and conditions of an Asset Purchase Agreement, dated May 1, 2019, among the Smithers Avanza Purchaser, the Company, the Smithers Avanza Seller and the member of the Smithers Avanza Seller (the “Smithers Avanza Purchase Agreement”). The total consideration for the Smithers Avanza Acquisition was $2,595, which consisted of $1,271 in cash, subject to certain adjustments and an indemnity escrow of $125, 200 of the Company’s common shares valued at $394 using the closing price of the Company’s common shares on April 30, 2019 and an unsecured promissory note in the initial principal amount of $810 made by the Smithers Avanza Purchaser and guaranteed by the Company. The promissory note bears interest at 6.5%. The Company funded the cash portion of the purchase price for the Smithers Avanza Acquisition with cash on hand and the net proceeds from the refinancing of its credit arrangements with FIB.

The Smithers Avanza Purchase Agreement contains customary representations, warranties, covenants (including non-competition requirements applicable to the selling parties for a 5-year period) and indemnification provisions. As contemplated by the Smithers Avanza Purchase Agreement, on May 1, 2019 the Smithers Avanza Purchaser assumed amended lease arrangements for certain premises in Gaithersburg, Maryland (the “Lease Arrangements”). Under the Lease Arrangements, the Smithers Avanza Purchaser agreed to lease the premises for a term of 5 years and 8 months, with two 5 year extensions at the Smithers Avanza Purchaser’s option. Annual minimum rental payments under the initial term of the Lease Arrangements range from $400 to $600, provided that the Lease Arrangements provide the Smithers Avanza Purchaser with the option to purchase the premises. The Lease Arrangements include customary rights upon a default by landlord or tenant.

Accounting for the Transaction

The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. Results are included in the Company’s results from the acquisition date of May 1, 2019.

The Company’s allocation of the $2,595 purchase price to Smithers Avanza’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of May 1, 2019, and is included in the table below. Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. The purchase price allocation as of September 30, 2019 was as follows:

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	Allocation as of September 30, 2019
Assets acquired and liabilities assumed:
Receivables	$	1,128
Property and equipment		1,564
Prepaid expenses		147
Goodwill		545
Accrued expenses		(219	)
Customer advances		(570	)
	$	2,595

The allocation of the purchase price is based on valuations performed to determine the fair value of such assets and liabilities as of the acquisition date. Goodwill from this transaction is allocated to the Company’s Services segment. Smithers Avanza recorded revenues of $2,695 and net income of $31 for the three month period ending December 31, 2019.

PCRS acquisition

Overview

On November 8, 2019, the Company and Bronco Research Services LLC, a wholly owned subsidiary of the Company (the “PCRS Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Pre-Clinical Research Services, Inc., a Colorado corporation (the “PCRS Seller”), and its shareholder. Pursuant to the Purchase Agreement, on December 1, 2019, the Company indirectly acquired (the “PCRS Acquisition”) substantially all of the assets of PCRS Seller used or useful by PCRS Seller in connection with PCRS Seller's provision of GLP and non-GLP preclinical testing for the pharmaceutical and medical device industries. The total consideration for the PCRS Acquisition was $5,857, which consisted of $1,500 in cash, subject to certain adjustments, 240 of the Company’s common shares valued at $1,133 using the closing price of the Company’s common shares on November 29, 2019 and an unsecured promissory note in the initial principal amount of $800 made by PCRS Purchaser. The promissory note bears interest at 4.5%. The Company also purchased certain real property located in Fort Collins, Colorado, comprising the main facility for the PCRS Seller’s business and additional property located next to the facility available for future expansion, for $2,500. The Company funded the cash portion of the purchase price for the PCRS Acquisition with cash on hand and the net proceeds from the refinancing of its credit arrangements with FIB, as described in Note 7. As contemplated by the Purchase Agreement, the Company also entered into a lease arrangement for an ancillary property used by Seller’s business, located in Livermore, Colorado.

Accounting for the Transaction

The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. Results are included in the Company’s results from the acquisition date of December 1, 2019.

The Company’s allocation of the $5,857 purchase price to PCRS’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of December 1, 2019, is included in the table below. Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. The preliminary purchase price allocation as of December 31, 2019 is as follows:

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	Preliminary Allocation as of December 31, 2019
Assets acquired and liabilities assumed:
Receivables	$	578
Property and equipment		2,666
Unbilled revenues		162
Prepaid expenses		27
Goodwill		3,002
Accounts payable		(109	)
Accrued expenses		(118	)
Customer advances		(351	)
	$	5,857

The preliminary allocation of the purchase price is based on valuations performed to determine the fair value of such assets and liabilities as of the acquisition date. Goodwill from this transaction is allocated to the Company’s Services segment. The Company incurred transaction costs of $214 for the three months ended December 31, 2019 related to the PCRS Acquisition.  These costs were expensed as incurred and were primarily recorded as selling, general, and administrative expenses on the Company’s consolidated statements of operations and comprehensive loss. PCRS recorded revenues of $381 and net income of $66 for the three month period ending December 31, 2019.

Pro Forma Results

The Company’s unaudited pro forma results of operations for the three months ended December 31, 2018 assuming the Smithers Avanza Acquisition and the PCRS Acquisition had occurred as of October 1, 2018 are presented for comparative purposes below. These amounts are based on available information of the results of operations of the Smithers Avanza Seller’s operations and the PCRS Seller’s operations prior to the acquisition date and are not necessarily indicative of what the results of operations would have been had the Smithers Avanza Acquisition and PCRS Acquisition been completed on October 1, 2018.

The unaudited pro forma information is as follows:

	Three Months Ended
	December 31, 2018
Total revenues	$	11,345
Net loss		(1,173	)
Pro forma basic net loss per share	$	(0.11	)
Pro forma diluted net loss per share	$	(0.11	)

11. REVENUE RECOGNITION

In accordance with ASC 606, which the Company adopted as of October 1, 2018 using the modified retrospective approach, the Company disaggregates its revenue from clients into two revenue streams, service revenue and product revenue. At contract inception the Company assesses the services promised in the contract with the clients to identify performance obligations in the arrangements.

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Service revenue

The Company enters into contracts with clients to provide drug discovery and development services with payments based on mainly fixed-fee arrangements. The Company also offers free archive storage services on certain contracts. Clients can also enter into separate archive storage contracts after the expiration of the free storage period.

The Company’s drug discovery and development services contracts that include a free storage period are considered a single performance obligation because the Company provides a highly integrated service. The inclusion of free storage fees in the measurement of progress under the discovery and development service contracts creates a timing difference between the amounts the Company is entitled to receive in reimbursement of cost incurred and amount of revenue recognized on such costs, which is recognized as deferred revenue and classified as client advances on the condensed consolidated balance sheet.

The Company’s fixed fee arrangements may involve bioanalytical and pharmaceutical method development and validation, nonclinical research services and the analysis of bioanalytical and pharmaceutical samples. For bioanalytical and pharmaceutical method validation services and nonclinical research services, revenue is recognized over time using the input method based on the ratio of direct costs incurred, including hours, to total estimated direct costs since this best depicts the transfer of assets to the client over the life of the contract. For contracts that involve method development or the analysis of bioanalytical and pharmaceutical samples, revenue is recognized over time when samples are analyzed or when services are performed. The Company generally bills for services on a milestone basis. These contracts represent a single performance obligation and due to the Company’s right to payment for work performed, revenue is recognized over time. Research services contract fees received upon acceptance are deferred until earned and classified within customer advances on the condensed consolidated balance sheet. Unbilled revenues represent revenues earned under contracts in advance of billings.

Archive services provide climate controlled archiving for client’s data and samples. The archive revenue is recognized over time, generally when the service is provided. These arrangements typically include only one performance obligation. Amounts related to future archiving or prepaid archiving contracts for clients where archiving fees are billed in advance are accounted for as deferred revenue and recognized ratably over the period the applicable archive service is performed.

Certain costs are incurred in obtaining new contracts for our services business. Since these costs would otherwise be amortized within one year or less due to the average length of contracts, the Company chose to adopt the practical expedient and expense these incremental costs as incurred.

Product revenue

The Company’s products can be sold to multiple clients and have alternative use. Both the transaction sales price and shipping terms are agreed upon in the client order. For these products, all revenue is recognized at a point in time, generally when title of the product and control is transferred to the client based upon shipping terms. These arrangements typically include only one performance obligation. In situations which the Company is responsible for shipping before control is transferred to the client, the Company elected the practical expedient to consider the shipment as a fulfillment activity and not a separate performance obligation. Certain products have maintenance agreements available for clients to purchase. These are typically billed in advance and are accounted for as deferred revenue and recognized ratably over the applicable maintenance period. Certain products manufactured by the Company have a standard limited one year warranty offered. Warranty expenses, though, are immaterial; thus, we have not established a separate warranty liability.

The following table presents changes in the Company’s contract liabilities for the quarter ended December 31, 2019.

	Balance at September 30, 2019		Additions		Deductions			Balance at December 31, 2019
Contract liabilities:  Customer advances	$	6,726	$	14,058	$	(11,206	)	$	9,578

12. LEASES

The Company has various operating and finance leases for facilities and equipment. Facilities leases provide office, laboratory, warehouse, or land, the company uses to conduct its operations. Facilities leases range in duration from two to ten years, with either renewal options for additional terms as the initial lease term expires, or purchase options. Facilities leases are considered as either operating or financing leases.

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Equipment leases provide for office equipment, laboratory equipment or services the company uses to conduct its operations. Equipment leases range in duration from 27 to 60 months, with either subsequent annual renewals, additional terms as the initial lease term expires, or purchase options.

Effective October 1, 2019 the Company adopted ASC 842 Leases using a modified retrospective transition approach which applies the standard to leases existing at the effective date with no restatement of prior periods. The Company’s operating leases have been included in operating lease right-of--use assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities in the consolidated balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the leases.

The Company’s finance leases are included in property, plant and equipment and current portion of long-term debt.

The Company elected to apply the following practical expedients and accounting policy elections permitted by the standard at transition:

• The Company has elected that it will not reassess contracts that have expired or existed at the date of adoption for 1) leases under the new definition of a lease, 2) lease classification, 3) whether previously capitalized initial direct costs would qualify for capitalization under the standard.

• The Company elected not to separate lease and non-lease components.

• The Company elected not to assess whether any land easements are, or contain, leases.

• The Company elected to record leases with an initial term of 12 months or less directly in the condensed consolidated statement of comprehensive loss.

Right-of-use lease assets and lease liabilities that are reported in the Company’s condensed consolidated balance sheets are as follows:

	As of
	December 31, 2019
Operating right-of-use assets, net	$	4,739
Current portion of operating lease liabilities		864
Long-term operating lease liabilities		4,044
Total operating lease liabilities	$	4,908
Finance right-of-use assets, net		4,641
Current portion of finance lease liabilities		4,616
Long-term finance lease liabilities		17
Total finance lease liabilities	$	4,633

During the three months ended December 31, 2019, the Company had operating lease and finance lease amortizations of $210 and $32 respectively. Finance lease interest recorded in the quarter was $67.

Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s lease for the first quarter ended December 31, 2019 were:

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	As of
	December 31, 2019
Operating lease costs:
Fixed operating lease costs	$	214
Short-term lease costs		14
Variable lease costs		1
Sublease income		(159	)
Finance lease costs:
Amortization of right-of-use asset expense		32
Interest on finance lease liability		67
Total  lease cost	$	169

The Company serves as lessor to a sublessee in one facility through the end of calendar year 2024. The gross rental income and underlying lease expense are presented gross in the Company’s statement of financial position. The Company received rental income of $159 during the first fiscal quarter of 2020.

Supplemental cash flow information related to leases was as follows:

	Three months Ended
	December 31, 2019
Cash flows included in the measurement of lease liabilities:
Operating cash flows from  operating leases	$	58
Operating cash flows from finance leases		32
Finance cash flows from finance leases		37
Non-cash lease activity:
Right-of-use assets obtained in exchange for new operating lease  liabilities	$	377

The weighted average remaining lease term and discount rate for the Company’s operating and finance leases as of December 31, 2019 were:

	As of
	December 31, 2019
Weighted-average remaining lease term (in years)
Operating lease		64.95
Finance lease		7.09
Weighted-average discount rate (in percentages)
Operating lease		5.22
Finance lease		5.95

Lease duration was determined utilizing renewal options that the Company is reasonably certain to execute.

As of December 31, 2019, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows:

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	Operating Leases			Finance Leases
2020	$	886		$	4,749
2021		890			17
2022		965			-
2023		969			-
2024		1,504			-
Thereafter		508			-
Total minimum future lease payments		5,722			4,766
Less interest		(814	)		(133	)
Total lease liability		4,908			4,633

13. SUBSEQUENT EVENT

On January 27, 2020, the Company entered into a new Employment Agreement (the “Employment Agreement”) with Robert Leasure, Jr. The Employment Agreement replaces Mr. Leasure’s prior employment agreement, which expired on December 31, 2019.

Pursuant to the Employment Agreement, Mr. Leasure agrees to continue to serve as the President and Chief Executive Officer of the Company for a term ending on December 31, 2020, subject to extension for successive one-year periods thereafter upon the mutual agreement of the parties. Under the Employment Agreement, Mr. Leasure will (i) be entitled to receive an annual base salary of $370,000, (ii) have an annual incentive opportunity of up to 50% of his base salary and (iii) be entitled to vacation in accordance with Company policy and reimbursement for ordinary and necessary business expenses. Mr. Leasure will also be entitled to participate in the Company’s benefit plans and programs provided to Company executives generally, subject to eligibility requirements and other terms and conditions of those plans. Also under the terms of the Employment Agreement and under the Company’s 2018 Equity Incentive Plan (the “Plan”), on the effective date of the Employment Agreement, Mr. Leasure received (i) 13,000 restricted common shares of the Company and (ii) options to purchase 45,000 of the Company’s common shares, in each case subject to vesting and forfeiture, including in the event of Mr. Leasure’s termination by the Company for cause or Mr. Leasure’s resignation other than for good reason (each as defined in the Employment Agreement).

The Employment Agreement provides for certain non-competition, non-solicitation and confidentiality undertakings. Should Mr. Leasure’s employment be terminated by reason of Mr. Leasure’s death, by the Company without cause or in the event of Mr. Leasure’s disability (as defined in the Employment Agreement), or by Mr. Leasure for good reason, Mr. Leasure or his estate would be entitled to his base salary and a prorated portion of his annual incentive award for the year in which termination occurs, in each case through the effective date of the termination of his employment. If Mr. Leasure’s employment is terminated by the Company other than for cause, or by Mr. Leasure for good reason, in either case within 12 months after a change in control (as defined in the Plan) (i) the Company would pay to Mr. Leasure in a lump sum, as severance compensation, an amount equal to one times his base salary then in effect plus one times his annual incentive compensation paid for the Company’s last calendar year, (ii) all unvested outstanding options to purchase the Company’s common shares, unvested awards of restricted shares and unvested awards of restricted share units held by Mr. Leasure would vest immediately prior to the termination and, in the case of any such options, remain exercisable for a period of 30 days following the effective date of the termination, and (iii) Mr. Leasure would be entitled to receive, a pro-rata portion of the number of performance shares that would have been earned by Mr. Leasure if the performance conditions related thereto were satisfied at the target level for such awards and Mr. Leasure had been employed on the date required to earn such shares.

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements appear in a number of places in this Report and may include, but are not limited to, statements regarding our intent, belief or current expectations with respect to (i) our strategic plans; (ii) trends in the demand for our products and services; (iii) trends in the industries that consume our products and services; (iv) our ability to develop new products and services; (v) our ability to make capital expenditures and finance operations; (vi) global economic conditions, especially as they impact our markets; (vii) our cash position; (viii) our ability to successfully integrate the operations and personnel of Seventh Wave, Smithers Avanza, and Pre-Clinical Research Services; (ix) our ability to effectively manage current expansion efforts in Evansville and any future expansion or acquisition initiatives undertaken by the Company; (x) our ability to develop and build infrastructure and team to manage growth and projects; (xi) our ability to continue to retain and hire key talent; (xii) our ability to create and market as one company under One brand name; (xiii) our ability to service our outstanding indebtedness and (xiv) our expectations regarding the volume of new bookings, pricing, gross profit margins and liquidity. Readers are cautioned that forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of various factors, many of which are beyond our control.

In addition, we have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the assumptions on which the forward-looking statements contained herein are based are reasonable, actual events may differ from those assumptions, and as a result, the forward-looking statements based upon those assumptions may not accurately project future events. The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included or incorporated by reference elsewhere in this Report. In addition to the historical information contained herein, the discussions in this Report may contain forward-looking statements that may be affected by risks and uncertainties, including those discussed in Item 1A, Risk Factors contained in our annual report on Form 10-K for the fiscal year ended September 30, 2019. Our actual results could differ materially from those discussed in the forward-looking statements.

Amounts in this Item 2 are in thousands, unless otherwise indicated.

Recent Developments and Executive Summary

Over the last eighteen months, we have undertaken significant internal and external growth initiatives. We acquired the business of Seventh Wave Laboratories, LLC, in July 2018, commenced the expansion of our facilities in Evansville, Indiana, in October 2018, which has been substantially completed and validated as of Jauanry 31,2020, acquired the toxicology business of Smithers Avanza on May 1, 2019, acquired the preclinical testing business of Pre-Clinical Research Services on December 1, 2019 and obtained funding to support these initiatives and other improvements to our facilities and equipment in order to support future growth and enhance our scientific capabilities, client service offerings and client experiences. In addition to the aquisitions and facility expansions and improvements, during the past 18 months, we made signifcant investments in upgrading facilites , equipment and aded additional services to provide our clients. We recruited and filled open positions for Chief Executive Officer, Chief Human Resources Officer, Chief Operations Officer, Chief Commercial Officer and critical scientific leadership roles of Senior Vice President for DMPK and Vice President for Pathology. Over the last 3 months we also intiated a new name and brand for our combined services businesses and implemented and began to install new accounting software systems across all sites. We believe these investments, aquisitions, leaders, combined with our existing management team and expansion initiatives, development of our sales and marketing team and the hiring of new employees to develop our scientific team, have led and will continue to lead to growth in revenue and the ability to improve the service offerings to our clients. We recognize the recent investments in growth, developing a leadership team, new employees, scientific strength and added services are critical to meeting the future expectations of our clients, employees and shareholders. We believe, the actions and investments over the last 18 months contiue to form a foundation upon which we can build. Our financial results for the first three months of fiscal 2020 were impacted by lower bioanalytical revenues and significant, planned non-recurring expenses incurred in the period. Our new orders remain strong along with our invoicing and cash flow and we believe we are on track with our goals and plans for the reminder of fiscal 2020 and beyond.

The acquisition of Seventh Wave Laboratories LLC, a consulting-based contract research laboratory located in Maryland Heights, Missouri providing integrated services for discovery and preclinical drug development, was completed under the terms and conditions of an Asset Purchase Agreement, dated July 2, 2018 (the “Seventh Wave Acquisition”). In connection with the Seventh Wave Acquisition, on July 2, 2018 the Company and First Internet Bank entered into an amendment to the Company's credit arrangements. Refer to the Liquidity and Capital Resources Section herein for additional information. We have been capitalizing on the collective skill sets, expertise and assets acquired via the Seventh Wave Acquisition to expand our service offerings and reach additional clients.

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On September 28, 2018, we entered into a further amendment to our credit arrangements which provided lines of credit for borrowings of up to $4,445 for construction financing and $1,429 for future equipment acquisitions. In October 2018, we signed a contract to begin construction of approximately 12,000 feet of expanded laboratory space at our Evansville facility. The space is completed and we expect to begin client studies in our second fiscal quarter of 2020.

On May 1, 2019, we acquired certain toxicology-related assets of Smithers Avanza Toxicology Services LLC, a consulting-based contract research laboratory located in Gaithersburg, Maryland providing in-vivo mammalian toxicology CRO services for pharmaceuticals (small molecules and biologics), vaccines, agro and industrial chemicals (the “Smithers Avanza Acquisition”). In connection with the Smithers Avanza Acquisition, on May 1, 2019, the Company and First Internet Bank entered into an amendment to the Company's credit arrangements. Refer to Note 10 to the Condensed Consolidated Financial Statements for additional information. Over the last 7 months, we have invested in equipment to add capacity, invested in separating the aquired facility away from its prior owner, intergated the systems with the Company's, hired additional personnel to support growth and increased utitlization of this facility. We anticipate being able to continue to take advantage of the increased capacity and broaden expertise which is being developed in Gaithersburg.

On December 1, 2019, we acquired certain preclinical testing-related assets, the building and real estate of Pre-Clinical Research Services, Inc. ("PCRS"), a consulting-based laboratory located in Fort Collins, Colorado providing surgical and medical device contract research services. These are new service offerings for our clients and will bring additional clients to our exisiting services. In connection with the PCRS Acquisition, on December 1, 2019, the Company and First Internet Bank entered into an amendment to the Company's credit arrangements. Refer to Note 7 to the Condensed Consolidated Financial Statements for additional information. We are currently intergating these operations and services with our exisitng operations and will be developing a long range plan for this facility.

We are working on the integration of the combined businesses and added services. We plan to further develop our infrustructure, project management, sales, marketing, client services and branding. We will continue to evaluate additional internal and external growth opportunities and new services to provide to existing clients. We will also continue our efforts to retain talented people and make investments to develop existing services into "Centers of Excellence" to distinguish our services in the industry.

Business Overview

The Company provides contract research services to pharmaceutical, agrochemical and medical device companies, biomedical research organizations and government-sponsored research centers. The Company integrates innovative laboratory services into its consultative practice to support clients’ drug discovery and development objectives for improved decision-making in toxicology, metabolism and disposition and regulated bioanalysis. Our manufacture of scientific instruments and related software for life sciences research is another component of creating innovative solutions for clients. Our clients are located throughout the world. We derive our revenues from sales of our research services and drug development instruments, both of which are primarily focused on evaluating drug safety and efficacy.

We support both the non-clinical and clinical development needs of researchers and clinicians primarily for small molecule drug candidates, but also including chemical products and biomedical devices. We believe our scientists have the skills in analytical instrumentation development, chemistry, computer software development, histology, pathology, physiology, medicine, analytical chemistry and toxicology to make the services and products we provide increasingly valuable to our current and potential clients. Our principal clients are scientists engaged in analytical chemistry, drug safety evaluation, clinical trials, drug metabolism studies, pharmacokinetics and basic research from small start-up biotechnology companies to many of the largest global pharmaceutical companies. We are committed to bringing scientific expertise, quality and speed to every drug discovery and development program to help our clients develop safe and effective life-changing medicines and medical devices.

Our business is largely dependent on the level of pharmaceutical and biotechnology companies' efforts in new drug discovery and approval. Our contract research services segment is a direct beneficiary of these efforts, through outsourcing by these companies of research work. Our products segment is an indirect beneficiary of these efforts, as increased drug development leads to capital expansion, providing opportunities to sell the equipment we produce and the consumable supplies that support our products.

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Developments within the industries we serve have a direct, and sometimes material, impact on our operations. Currently, many large pharmaceutical companies have major "blockbuster" drugs that have or are nearing the end of their patent protections. This puts significant pressure on these companies both to develop new drugs with large market opportunity, and to re-evaluate their cost structures and the time-to-market of their products. Contract research organizations have benefited from these developments, as the industries we serve has turned to out-sourcing to both reduce fixed costs and to increase the speed of research and data development necessary for new drug and device applications. The number of significant drugs or devices that have reached or are nearing the end of their patent protection has also benefited the generic drug industry. Generic drug companies provide a significant source of new business for CROs as they develop, test and manufacture their generic compounds.

We also believe that the development of innovative new drugs is evolving, evidenced by the significant reduction of expenditures on research and development at several major international pharmaceutical companies, accompanied by increases in outsourcing and investments in smaller start-up companies that are performing the early development work on new compounds. Many of these smaller companies are funded by either venture capital or pharmaceutical investment, or both, and generally do not build internal staffs that possess the extensive scientific and regulatory skills required to perform the various activities necessary to progress a drug candidate to the filing of an Investigative New Drug application with the FDA.

A significant portion of innovation in the pharmaceutical industry is now being driven by biotech and small, venture capital funded drug development companies. Many of these companies are "single-molecule" entities, whose success depends on one innovative compound. While several biotech companies have reached the status of major pharmaceutical companies, the industry is still characterized by smaller entities. These developmental companies generally do not have the resources to perform much of the research within their organizations, and are therefore dependent on the CRO industry for both their research and for guidance in preparing their regulatory submissions. These companies have provided significant new opportunities for the CRO industry, including the Company. We believe that the Company is ideally positioned to serve these clients as they look for alternatives to the large CROs that cater primarily to the large pharmaceutical company segment of the marketplace.

While continuing to maintain and develop our relationships with large pharmaceutical companies, we aggressively promote our services to developing businesses, which will require us to expand our existing capabilities to provide services early in the drug discovery and development phases, and to consult with clients on regulatory strategy and compliance leading to their FDA filings. Our Enhanced Drug Discovery services, part of this strategy, utilizes our proprietary Culex® technology to provide early experiments in our laboratories that previously would have been conducted in the sponsor’s facilities. As we move forward, we must balance the demands of the large pharmaceutical companies with the personal touch needed by smaller companies to develop a competitive advantage. We intend to accomplish this through the use of and expanding upon our existing project management skills, strategic partnerships and relationship management.

Research services are capital intensive. The investment in equipment, facilities and human capital to serve our markets is substantial and continuing. Rapid changes in automation, precision, speed and technologies necessitate a constant investment in equipment and software to meet market demands. We are also impacted by the heightened regulatory environment and the need to improve our business infrastructure to support our operations, which will necessitate additional capital investment. Our ability to generate capital to reinvest in our capabilities and to obtain additional capital if and as needed through financial transactions, is critical to our success. Sustained growth will require additional investment in future periods. Positive cash flow and access to capital will be important to our ability to make such investments.

Over the last two years, we were able to see our new vision start to come to fruition as we addressed deferred maintenance issues, made strategic investments in new equipment, recruited critical leadership positions and scientists and obtained additional financing which allowed us to complete multiple acquisitions and expansions of existing facilities. Our goals included increasing revenue on a consistent basis while investing and adding additional talent, adding to capacity and complementary services.

With the acquisitions and expansion efforts, we have significantly grown our active client base, enhanced client service offerings and have added significant capacity. In addition, the combined operations provide an opportunity to develop and integrate support services, leverage purchasing opportunities, leverage our sales and marketing efforts, and leverage relevant software.

During the last two years we have incurred significant non recurring expenses related to (i) building infrastructure and systems; (ii) recruiting; (iii) due diligence related to acquisitions; (iv) professional fees related to acquisitions, financings and expansions; (v) expenses related to the integration of the acquisitions; (vi) marketing expenses related to our name change and a new brand, image and web site and (vi) professional fees related to adopting two new accounting standards. These have been expensed as incurred.

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Our long-term strategic objectives are to be a Company people want to be a part of that is respected by clients for its excellence in service, products and performance, and to maximize the Company’s intrinsic value per share. Our goals include increasing revenue on a consistent basis, while investing and adding additional talent and complementary services in order to deliver excellent data and results for our clients. We intend to continue enhancing our business development and client services programs and marketing efforts, increasing our visibility in the marketplace and building our brand. We also intend to complete ongoing Company-wide activities intended to enhance the employee experience, client experience and streamline our communication, systems and operations. We have seen our sales and orders grow as we continue to promote our vision.

During fiscal 2019, we have continued to invest in Products research and development in order to upgrade current products and to identify potential new products. We have also further developed and expanded our relationships with distributors and resellers to boost sales in our Products business. We continue to evaluate adding additional partnerships with companies similar to our current partners, Joanneum Research and PalmSens, to expand our Product offerings. Further, we have added key talent to help drive sales and development of our Products and to solidify relationships with our clients and prospective partners. We believe these measures will prepare us for growth in the long term. With recent investments we believe we have the capacity to meet the growth opportunities being developed.

We plan to continue to emphasize establishing a positive culture, which we believe has significantly reduced our employee turnover and will facilitate our continued recruitment and retention of talent.

We review various metrics to evaluate our financial performance, including revenue, margins and earnings. In the three months ended December 31, 2019, total revenues increased from $8,625 to $12,918, a 49.8% increase as compared to the three months ended December 31, 2018. Gross profit increased from $2,419 to $3,477, a 43.8% increase. Operating expenses were higher by 89.1% as compared to the fiscal 2018 period. The most notable growth in operating expenses is related to our investment and focus in sales and marketing efforts to promote our brand as well as costs related to adding to the leadership team, costs related to the Smithers Avanza Acquisition and the PCRS Acquisition as well as non-recurring costs related to the acquisitions, launching our new brand, recruiting costs for leadership and scientific staff additions, and the adoption of two new accounting standards. These non-recurring, third party costs in the three months ended December 31, 2019 totaled approximately $700. The latest acquisitions were closed May 1, 2019 and December 1, 2019. Further, in the first quarter of fiscal 2019, we benefited from the initial reduction in our United Kingdom lease liability for a portion of the reserve for lease related liabilities that were no longer owed due to the statute of limitations. This benefit of approximately $500 compares to a benefit of only $45 in the first quarter of fiscal 2020.

As of December 31, 2019, we had $511 of cash and cash equivalents as compared to $606 of cash and cash equivalents at the end of fiscal 2019. In the first three months of fiscal 2020, we generated $1,454 in cash from operations as compared to $907 in the fiscal 2018 period. Total capital expenditures increased in the first quarter of fiscal 2020 to $2,165 from $684 in the prior year period as we began the expansion at our Evansville facility and invested in laboratory and IT equipment at all sites.

As of December 31, 2019, we had a $725 balance on our $5,000 general line of credit, a $948 balance on our $1,100 capex line of credit, a $435 balance on our additional $3,000 capex line of credit and a $5,484 balance on our construction related lines of credit. As described herein, we incurred significant indebtedness in connection with financing the Seventh Wave, the Smithers Avanza and the PCRS Acquisitions and planned expansion of facilities and services. Please refer to the Liquidity and Capital Resources section herein for a description of our Amended and Restated Credit Agreement.

For a detailed discussion of our revenue, margins, earnings and other financial results for the three months ended December 31, 2019, see “Results of Operations” below.

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Results of Operations

The following table summarizes our condensed consolidated statement of operations as a percentage of total revenues for the periods shown:

	Three Months Ended December 31,
	2019			2018
Service revenue		94.0	%		89.7	%
Product revenue		6.0			10.3
Total revenue		100.0			100.0
Cost of Service revenue (a)		73.4			72.4
Cost of Product revenue (a)		68.2			68.4
Total cost of revenue		73.1			72.0
Gross profit		26.9			28.0
Total operating expenses		34.8			27.6
Operating income (loss)		(7.9	)		0.5
Other expense		(2.4	)		(1.0	)
Loss before income taxes		(10.3	)		(1.0	)
Income taxes		0.8			0.0
Net loss		(11.0	)%		(1.0	)%

(a) Percentage of service and product revenues, respectively

Three Months Ended December 31, 2019 Compared to Three Months Ended December 31, 2018

Service and Product Revenues

Revenues for the quarter ended December 31, 2019 increased 49.8% to $12,918 compared to $8,625 for the same period last fiscal year.

Our Service revenue increased 57.0% to $12,142 in the first quarter of fiscal 2020 compared to $7,735 for the prior year period. Nonclinical services revenues increased $4,665 due to an overall increase in the number of studies from the prior year and additional revenues attributable to the Smithers Avanza Acquisition and the PCRS Acquisition of $2,695 and $381, respectively, in the first fiscal quarter of 2020. Bioanalytical analysis revenues decreased by $432 in the first quarter of fiscal 2020, mainly due to a lower number of samples received and analyzed. Other laboratory services revenues were positively impacted by higher pharmaceutical analysis revenues in the first quarter of fiscal 2020 versus the comparable period in fiscal 2019.

	Three Months Ended December 31,
	2019		2018		Change			%
Bioanalytical analysis	$	1,327	$	1,759	$	(432	)		(24.6	)%
Nonclinical services		10,128		5,463		4,665			85.4	%
Other laboratory services		687		513		174			33.9	%
	$	12,142	$	7,735	$	4,407

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Sales in our Products segment decreased 12.9% in the first quarter of fiscal 2020 to $776 from $890 in the same period of the prior fiscal year. The majority of the decrease stems from lower sales of Culex in-vivo sampling systems. This factor was partially offset by an increase in maintenance and services revenues included in Other instruments, in the first fiscal quarter of 2020.

	Three Months Ended December 31,
	2019		2018		Change			%
Culex, in-vivo sampling systems	$	176	$	345	$	(169	)		(49.0	)%
Analytical instruments		389		390		(1	)		(0.3	)%
Other instruments		211		155		56			36.1	%
	$	776	$	890	$	(114	)

Cost of Revenues

Cost of revenues for the first quarter of fiscal 2020 was $9,441 or 73.1% of revenue, compared to $6,206, or 72.0% of revenue for the prior-year period.

Cost of Service revenue as a percentage of Service revenue increased slightly to 73.4% during the first quarter of fiscal 2020 from 72.4% in the comparable period in fiscal 2019 due to the mix of services provided in the first fiscal quarter, mainly lower bioanalytical analysis revenues which generate higher margins after fixed costs are covered.

Cost of Products revenue as a percentage of Products revenue in the first quarter of fiscal 2020 decreased slightly to 68.2% from 68.4% in the comparable prior year period.

Operating Expenses

Selling expenses for the three months ended December 31, 2020 increased 35.1% to $882 from $653 for the comparable period last fiscal year. This increase is mainly due to the addition of two business development personnel from the Smithers Avanza Acquisition. In addition, non-recurring costs related to the new brand launch of nearly $140 plus exhibitions and travel expenses increased as compared to the first three months of fiscal 2019.

Research and development expenses for the first quarter of fiscal 2020 increased 29.9% over the comparable period last fiscal year to $162 from $124. The increase was primarily due to contract labor utilized for certain services that could not be performed by in-house employees and slightly higher operating supplies used in new product development.

General and administrative expenses for the first quarter of fiscal 2020 increased 115.25% to $3,453 from $1,601 for the comparable prior-year period. The increase was mainly driven by the expenses associated with professional fees related to PCRS acquisition and other non-recurring expenses of over $560 that were incurred in the current fiscal quarter related to recruiting for leadership and scientific staff additions, adopting two new accounting standards, and other one-time events. We do not expect these costs to impact the remainder of fiscal 2020. In addition, the general and administrative expense also includes the administrative expenses for BASi Gaithersburg and Preclinical Services that were not present during the first quarter of fiscal 2019. Further, in the first quarter of fiscal 2019, we benefited from the initial reduction in our United Kingdom lease liability for a portion of the reserve for lease related liabilities that were no longer owed due to the statute of limitations. This benefit of approximately $500 compares to a benefit of only $45 in the first quarter of fiscal 2020.

Other Income (Expense)

Other expense for the first quarter of fiscal 2020 was $309, as compared to other expense of $125 for the first quarter of fiscal 2019. The primary reason for the change in expense was the increase in interest expense under our credit arrangements with First Internet Bank, as we entered into new financing arrangements, including as part of the Smithers Avanza Acquisition and the PCRS Acquisition, which added related debt and increased interest expense.

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Net Income/Loss

As a result of the above described factors, we had a net loss of $1,426 for the first quarter of fiscal 2020 as compared to a net loss of $85 during the first quarter of fiscal 2019.

Income Taxes

Our effective rate for the three months ended December 31, 2019 and 2018 was (7.32) % and (0.34)%, respectively. The current year expense primarily relates to state income taxes. The prior year benefit relates to an Alternative Minimum Tax (AMT) credit carry forward that will be refundable due to AMT being repealed for corporations. This will be refundable for any tax year beginning after 2017 and before 2022 in an amount equal to 50% (100% for tax years beginning in 2021) of the excess minimum tax credit for the tax year, over the amount of the credit allowable for the year against regular tax liability.

Accrued Expenses

As part of a fiscal 2012 restructuring, we accrued for lease payments at the cease use date for our United Kingdom facility and have considered free rent, sublease rentals and the number of days it would take to restore the space to its original condition prior to our improvements. Based on these matters, we had a $1,117 reserve for lease related costs and for legal and professional fees and other costs to remove improvements previously made to the facility. During the first quarter of fiscal 2020, the Company released a portion of the reserve for lease related liabilities that were no longer owed due to the statute of limitations. At December 31, 2019 and September 30, 2019, respectively, we had $304 and $349 reserved for the remaining liability. The reserve is classified as a current liability on the Consolidated Balance Sheets.

Liquidity and Capital Resources

Comparative Cash Flow Analysis

At December 31, 2019, we had cash and cash equivalents of $511, compared to $606 at September 30, 2019.

Net cash provided by operating activities was $1,454for the three months ended December 31, 2019 compared to cash provided by operating activities of $907 for the three months ended December 31, 2018. Contributing factors to our cash provided by operations in the first three months of fiscal 2020 were noncash charges of $732 for depreciation and amortization, $32 of amortization of finance lease, a net increase in customer advances of $2,501, as a result of increasing orders, an increase in accrued expenses of $666, and an increase in accounts payable of $479. These items were partially offset by an increase of $1,013 in accounts receivable and a net increase in prepaid expenses of $774.

Days’ sales in accounts receivable increased to 79 days at December 31, 2019 from 58 days at September 30, 2019 due to an increase in accounts receivables partly due to the receivables acquired via the PCRS Acquisition and an increase in billings towards the end of the quarter. It is not unusual to see a fluctuation in the Company's pattern of days’ sales in accounts receivable. Customers may expedite or delay payments from period-to-period for a variety of reasons including, but not limited to, the timing of capital raised to fund on-going research and development projects.

Included in operating activities for the first three months of fiscal 2019 are non-cash charges of $713 for depreciation and amortization, a net increase in customer advances of $319 and in accrued expenses of $317 as well as a net decrease in accounts receivable of $516. These items were partially offset by a net decrease in accounts payable of $532 and an increase in prepaid expenses of $227.

Investing activities used $6,165 in the first three months of fiscal 2020 due mainly to capital expenditures of $2,165 as compared to $684 in the first three months of fiscal 2019 and $4,000 cash paid for the PCRS Acquisition. The capital additions during the first quarter of fiscal 2020 consisted of investments in the Evansville expansion, investments in Gaithersburg capacity, upgrades in software as well as laboratory and IT equipment.

Financing activities provided $4,616 in the first three months of fiscal 2020, as compared to a use of $273 during the first three months of fiscal 2019. The main sources of cash in the first three months of fiscal 2020 were from borrowings on the long-term loan of $3,533, borrowings on the Construction loans and Capex lines of credit of $1,089 and $728, respectively, and net cash borrowed against the Revolving Credit facility of $337. Total long-term loan payments were $250. Finance lease payment of $37 and payment of debt issuance cost of $110 also contributed to the use of cash. The main uses of cash in the first quarter of fiscal 2019 were net payments on long-term debt of $224 and capital lease payments of $38.

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Capital Resources

Credit Facility

On December 1, 2019, in connection with the PCRS Acquisition, we entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with First Internet Bank of Indiana (“FIB”). The Credit Agreement includes five term loans (the “Initial Term Loan,” “Second Term Loan,” “Third Term Loan,” “Fourth Term Loan,” and “Fifth Term Loan,” respectively), a revolving line of credit (the “Revolving Facility”), a construction draw loan (the “Construction Draw Loan”), an equipment draw loan (the “Equipment Draw Loan”), and two capital expenditure lines of credit (the “Initial Capex Line” and the “Second Capex Line,” respectively).

The Initial Term Loan for $4,500 bears interest at a fixed rate of 3.99%, with monthly principal and interest payments of approximately $33. The Initial Term Loan matures June 23, 2022. The balance on the Initial Term Loan at December 31, 2019 was $3,930. We used the proceeds from the Initial Term Loan to satisfy our indebtedness with Huntington Bank and terminated the related interest rate swap.

The Second Term Loan for $5,500 was used to fund a portion of the cash consideration for the Seventh Wave Acquisition. Amounts outstanding under the Second Term Loan bear interest at a fixed per annum rate of 5.06%, with monthly principal and interest payments equal to $78. The Second Term Loan matures July 2, 2023 and the balance on the Second Term Loan at December 31, 2019 was $4,541.

The Third Term Loan for $1,271 was used to fund the cash consideration for the Smithers Avanza Acquisition. Amounts outstanding under the Third Term Loan bear interest at a fixed per annum rate of 4.63%. The Third Term Loan required monthly interest only payments until December 1, 2019, from which time payments of principal and interest in monthly installments of $20 are required, with all accrued but unpaid interest, cost and expenses due and payable at the maturity date. The Third Term Loan matures November 1, 2025 and the balance on the Third Term Loan at December 31, 2019 was $1,255.

The Fourth Term Loan in the principal amount of $1,500 has a maturity of June 1, 2025. Interest accrues on the Fourth Term Loan at a fixed per annum rate equal to 4%, with interest payments only commencing January 1, 2020 through June 1, 2020, with monthly payments of principal and interest thereafter through maturity. The balance on the Fourth Term Loan at December 31, 2019 was $1,500.

The Fifth Term loan in the principal amount of $1,939 has a maturity of December 1, 2024. Interest accrues on the Fifth Term Loan at a fixed per annum rate equal to 4%, with payments of principal and interest due monthly through maturity. The balance on the Fifth Term Loan at December 31, 2019 was $1,939. We entered into the Fourth Term Loan and the Fifth Term Loan in connection with the PCRS Acquisition.

The Revolving Facility provides a line of credit for up to $5,000, which the Company may borrow from time to time, subject to the terms of the Credit Agreement, including as may be limited by the amount of the Company’s outstanding eligible receivables. The Revolving Facility has a maturity of January 31, 2021 and requires monthly accrued and unpaid interest payments only until maturity at a floating per annum rate equal to the greater of (a) 4%, or (b) the sum of the Prime Rate plus Zero Basis Points (0.0%), which rate shall change concurrently with the Prime Rate. The balance on the Revolving Facility was $725 as of December 31, 2019.

The Construction Draw Loan provides for borrowings up to a principal amount not to exceed $4,445 and the Equipment Draw Loan provides for borrowings up to a principal amount not to exceed $1,429. The Construction Draw Loan and Equipment Draw Loan each mature on March 28, 2025. As of December 31, 2019, there was a $4,247 balance on the Construction Draw Loan and a $1,237 balance on the Equipment Draw Loan.

Subject to certain conditions precedent, the Construction Draw Loan and an Equipment Draw Loan each permit the Company to obtain advances aggregating up to the maximum principal amount available for such loan through March 28, 2020. Amounts outstanding under these loans bear interest at a fixed per annum rate of 5.20%. The Construction Draw Loan and the Equipment Draw Loan each require monthly payments of accrued interest on amounts outstanding through March 28, 2020, and thereafter monthly payments of principal and interest on amounts then outstanding through maturity. We have utilized funds from the Construction Draw Loan and the Equipment Draw Loan in connection with the Evansville facility expansion.

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The Initial Capex Line provides for borrowings up to the principal amount of $1,100, which the Company may borrow from time to time, subject to the terms of the Credit Agreement. The Initial Capex Line matures on June 30, 2020, and as of December 31, 2019, had a balance of $948. Interest accrues on the principal balance of the Initial Capex Line at a floating per annum rate equal to the sum of the Prime Rate plus Fifty Basis Points (0.5%), which rate shall change concurrently with the Prime Rate. The Company is required to pay accrued but unpaid interest on the Initial Capex Line on a monthly basis until June 30, 2020, at which time the entire balance of the Capex Line, together with accrued but unpaid interest, costs and expenses, shall be due and payable in full.

The Second Capex Line provides for borrowings up to the principal amount of $3,000, subject to the terms of the Credit Agreement, with a maturity of December 31, 2020 and interest payments only until maturity at a floating per annum rate equal to the greater of (a) 4%, or (b) the sum of the Prime Rate plus Fifty Basis Points (0.5%), which rate shall change concurrently with the Prime Rate. At December 31, 2019, the balance on the Second Capex Line was $435.

The Company’s obligations under the Credit Agreement are guaranteed by BAS Evansville, Inc. (“BASEV”), Seventh Wave Laboratories, LLC, BASi Gaithersburg LLC, as well as Bronco Research Services LLC (“Bronco”), each a wholly owned subsidiary of the Company (collectively, the "Guarantors"). The Company’s obligations under the Credit Agreement and the Guarantor's obligations under their respective guaranties are secured by first priority security interests in substantially all of the assets of the Company and the Guarantors, respectively, mortgages on the Company’s, BASEV’s and Bronco’s facilities in West Lafayette, Indiana, Evansville, Indiana, and Fort Collins, Colorado, respectively, and pledges of the Company’s ownership interests in its subsidiaries.

The Credit Agreement includes financial covenants consisting of (i) a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of not less than 1.25 to 1.0, tested quarterly and measured on a trailing twelve (12) month basis and (ii) beginning March 31, 2020 a Cash Flow Leverage Ratio (as defined in the Credit Agreement), tested quarterly, as follows: not to exceed (a) as of March 31, 2020, 5.00 to 1.00, (b) as of June 30, 2020, 4.50 to 1.00, (c) as of September 30, 2020, 4.25 to 1.00 and (d) as of December 31, 2020 and each quarter thereafter, 4.00 to 1.00. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, and defaults under other material indebtedness, FIB may cease advancing funds, increase the interest rate on outstanding balances, accelerate amounts outstanding, terminate the agreement and foreclose on all collateral. The Company has also agreed to obtain a life insurance policy in an amount not less than $5,000 for its President and Chief Executive Officer and to provide FIB an assignment of such life insurance policy as collateral.

In addition to the indebtedness under our Credit Agreement, as part of the Smithers Avanza Acquisition, we have an unsecured promissory note payable to the Smithers Avanza Seller in the initial principal amount of $810 made by BASi Gaithersburg and guaranteed by the Company. The promissory note bears interest at 6.5% with monthly payments and maturity date of May 1, 2022. As part of the Preclinical Research Services Acquisition, we also have an unsecured promissory note payable to the Preclinical Research Services Seller in the initial principal amount of $800. The promissory note bears interest at 4.5% with monthly payments and a maturity date of December 1, 2024.

On January 28, 2015, the Company entered into a lease agreement with Cook Biotech, Inc. The lease agreement has and will provide the Company with additional cash in the range of approximately $50 per month during the first year of the initial term to approximately $57 per month during the final year of the initial term.

The Company’s sources of liquidity for fiscal 2020 are expected to consist primarily of cash generated from operations, cash on-hand and additional borrowings available under our Credit Agreement. Management believes that the resources described above will be sufficient to fund operations, planned capital expenditures and working capital requirements over the next twelve months.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item 3.

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ITEM 4 - CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed timely, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures.

Management performs periodic evaluations to determine if our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report was performed under the supervision and with the participation of management, which resulted in a determination by our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures were effective as of December 31, 2019.

On May 1, 2019 and December 1, 2019, we completed the Smithers Avanza Acquisition and the PCRS Acquisition, respectively. The Smithers Avanza and PCRS businesses constituted 20.2% and 11.2%, respectively, of our total assets at December 31, 2019 and 20.9% and 2.9%, respectively, of our revenues for the three months ended December 31, 2019. As permitted by SEC guidance for newly acquired businesses, because it was not possible to complete an effective assessment of the acquired businesses’ internal controls over financial reporting as of December 31, 2019, the Company’s management has excluded such internal controls over financial reporting from its evaluation of the Company’s disclosure controls and procedures as disclosed herein. The Company’s management is in the process of reviewing the operations of the Smithers Avanza and PCRS businesses and implementing the Company’s internal control structure over the acquired operations.

Changes in Internal Controls

Other than described above, there were no changes in the Company's internal control over financial reporting during the first quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II

ITEM 1A - RISK FACTORS

Before investing in our securities you should carefully consider the risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, including those disclosed under the heading “Risk Factors” appearing in Item 1A of Part I of the Form 10-K, as well as the information contained in this Quarterly Report. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The risks described in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q from time to time are not the only risks we face. New risk factors or risks that we currently deem immaterial emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the impact such risk factors might have on our business, financial condition and operating results, or the extent to which any such risk factor or combination of risk factors may impact our business, financial condition and operating results.

30 

ITEM 6 - EXHIBITS

Number		Description of Exhibits
(2)	2.1	Asset Purchase Agreement, dated November 8, 2019, by and among Bioanalytical Systems, Inc., Bronco Research Services LLC and Pre-Clinical Research Services, Inc. and its Shareholder (filed herewith).
(10)	10.1	Amended and Restate Credit Agreement, dated December 1, 2019, between Bioanalytical Systems, Inc. and First Internet Bank (filed herewith).
(31)	31.1	Certification of Principal Executive Officer (filed herewith).
	31.2	Certification of Chief Financial Officer (filed herewith).
(32)	32.1	Written Statement of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith)..
	32.2	Written Statement of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith)..
	101	XBRL data file (filed herewith)

31 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:

	BIOANALYTICAL SYSTEMS, INC.
	(Registrant)
Date:   February 14, 2020	By:  /s/   Robert W. Leasure
	Robert W. Leasure
	President and Chief Executive Officer
	(Principal Executive Officer)
Date:   February 14, 2020	By: /s/ Jill C. Blumhoff
	Jill C. Blumhoff
	Chief Financial Officer and Vice President of
	Finance (Principal Financial Officer and
	Accounting Officer)

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EX-2.1

Exhibit 2.1

ASSET PURCHASE AGREEMENT

among:

BRONCO RESEARCH SERVICES LLC, as Purchaser,

BIOANALYTICAL SYSTEMS, INC., as Parent

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

and

DONALD H. MAUL, DVM, MS, as Shareholder

Dated November 8, 2019

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
ARTICLE II	SALE AND PURCHASE OF ASSETS; RELATED TRANSACTIONS	12
Section 2.1.	Sale and Purchase of Assets	12
Section 2.2.	Excluded Assets	13
Section 2.3.	Purchase Price	14
Section 2.4.	Assumed Liabilities	15
Section 2.5.	Transfer Taxes	16
Section 2.6.	Allocation of Purchase Price; Withholding	16
Section 2.7.	Closing; Closing Deliveries; Conditions to Closing	17
Section 2.8.	Working Capital Adjustment	22
Section 2.9.	Prorations	24
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES	24
Section 3.1.	Organization and Good Standing	24
Section 3.2.	Title to Assets	24
Section 3.3.	Accounts Receivable; Prepaid Amounts	25
Section 3.4.	Intellectual Property	25
Section 3.5.	Material Contracts	26
Section 3.6.	Title; Equipment; Condition of Fixed Assets	29
Section 3.7.	Compliance with Legal Requirements	29
Section 3.8.	Employee Matters	30
Section 3.9.	Employee Benefits	30
Section 3.10.	Certain Liabilities	33
Section 3.11.	Legal Proceedings	33
Section 3.12.	Authority; Binding Nature of Agreement	34
Section 3.13.	Non-Contravention; Required Consents	35
Section 3.14.	Financial Statements	35
Section 3.15.	Taxes	37
Section 3.16.	Permits	37
Section 3.17.	Subsequent Events	38
Section 3.18.	Real Property	38
Section 3.19.	Environmental Matters	39
Section 3.20.	Insurance	40
Section 3.21.	Transactions with Related Parties	40
Section 3.22.	Customers and Vendors	41
Section 3.23.	No Brokers or Finders	41

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ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF PURCHASER	41
Section 4.1.	Due Organization	41
Section 4.2.	Matters	41
Section 4.3.	Authority; Binding Nature of Agreement	42
Section 4.4.	Non-Contravention; Consents	42
Section 4.5.	Capital Structure	42
Section 4.6.	SEC Filings	43
Section 4.7.	No Brokers or Finders	44
ARTICLE V	COVENANTS OF THE PARTIES	44
Section 5.1.	Mutual Cooperation	44
Section 5.2.	Preservation of Records	44
Section 5.3.	Payments	45
Section 5.4.	Employment Matters	45
Section 5.5.	Contract Assignment and Consents	47
Section 5.6.	Restrictive Covenants	47
Section 5.7.	SEC Filings	49
Section 5.8.	Financial Statements	49
Section 5.9.	Change of Name	50
Section 5.10.	Taxes	50
Section 5.11.	Certain Pre-Closing Covenants	51
Section 5.12.	Pre-Closing Covenants of Parent	53
Section 5.13.	Customer Personal Property	53
ARTICLE VI	INDEMNIFICATION	53
Section 6.1.	Indemnification by Selling Parties	53
Section 6.2.	Indemnification by Purchaser	54
Section 6.3.	Survival	54
Section 6.4.	Indemnification Procedures	56
Section 6.5.	Payments	57
Section 6.6.	Treatment of Payments	58
Section 6.7.	Resolution of Disputes	58
ARTICLE VII	TERMINATION	58
Section 7.1.	Termination	58
Section 7.2.	Effect of Termination	59
ARTICLE VIII	MISCELLANEOUS	59
Section 8.1.	Governing Law	59
Section 8.2.	Venue and Jurisdiction	59
Section 8.3.	Notices	60

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Section 8.4.	Public Announcements	61
Section 8.5.	Assignment	61
Section 8.6.	Parties in Interest	61
Section 8.7.	Bulk Sales Laws	61
Section 8.8.	Severability	61
Section 8.9.	Specific Performance	62
Section 8.10.	Entire Agreement	62
Section 8.11.	Waiver	62
Section 8.12.	Amendments	62
Section 8.13.	Counterparts	62
Section 8.14.	Interpretation of Agreement	62
Section 8.15.	Expenses	63

List of Exhibits and Schedules
Exhibit A	Seller Promissory Note
Exhibit B	Calculation of Net Working Capital
Exhibit C	Forms of Key Employee Employment Offer Letters
Schedule 2.1(a)	Purchased Fixed Assets
Schedule 2.1(d)	Purchased Prepaids
Schedule 2.1(e)	Assumed Contracts
Schedule 2.1(f)	Software
Schedule 2.1(g)	Leased Real Property
Schedule 2.1(h)	Domain Names, Numbers; Website
Schedule 2.1(i)	Trade Secrets
Schedule 2.1(j)	Permits
Schedule 2.1(l)	Other Assets
Schedule 2.2	Excluded Assets
Schedule 2.2(c)	Excluded Contracts
Schedule 2.6(a)	Purchase Price Allocation
Schedule 2.7(b)(ix)	Payoff Letters
Schedule 3.4(a)	Listed Intellectual Property
Schedule 3.4(b)	Material Intellectual Property
Schedule 3.5(a)	Material Contracts
Schedule 3.6(b)	Personal Property Leases
Schedule 3.6(e)	Client Personal Property
Schedule 3.7	Compliance with Legal Requirements
Schedule 3.8	Employees
Schedule 3.8(a)	Foreign National Employees
Schedule 3.9	Employee Plans
Schedule 3.9(j)	Severance Contracts
Schedule 3.13(a)	Consents
Schedule 3.14(a)	Financial Statements
Schedule 3.16	Permit Exceptions

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Schedule 3.18(a)	Real Property Leases
Schedule 3.18(c)	Improvements
Schedule 3.18(e)	Certificates of Occupancy and Permits
Schedule 3.19	Environmental Matters
Schedule 3.19(h)	Environmental Permits and Documentation
Schedule 3.20(a)	Insurance Policies
Schedule 3.21(a)	Transactions with Related Parties
Schedule 3.21(b)	Non-Arms-Length Contracts
Schedule 3.22	Customers and Vendors
Schedule 5.9	Restricted Names

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ASSET PURCHASE AGREEMENT

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

RECITAL:

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

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

ARTICLE I
DEFINITIONS

For purposes of this Agreement:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Consent" means any consent, approval or waiver.

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

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

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

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

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

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

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

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

3

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

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

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

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

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

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

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

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

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

4

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

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

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

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

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

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

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

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

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

"GAAP" means United States generally accepted accounting principles.

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

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

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

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

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

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

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

5

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6

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

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

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

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

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

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

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

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

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

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

7

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

8

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

9

"Restricted Area" includes each of the following:

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

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

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

(e)           The States of Indiana and Colorado;

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

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

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

"Restricted Party" shall mean each Selling Party.

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

"Rule 144" means 17 CFR 230.144.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II
SALE AND PURCHASE OF ASSETS; RELATED TRANSACTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Section 2.3.        Purchase Price.

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

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

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

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

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

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

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

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

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Section 2.4.        Assumed Liabilities.

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

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

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

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

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

Section 2.6.        Allocation of Purchase Price; Withholding.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i)         the Closing Cash;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Section 2.8.        Working Capital Adjustment.

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

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

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

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

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

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

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

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

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES

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

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

Section 3.2.       Title to Assets.

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

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

Section 3.3.        Accounts Receivable; Prepaid Amounts.

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

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

Section 3.4.           Intellectual Property.

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

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

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

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

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

Section 3.5.        Material Contracts.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Section 3.8.       Employee Matters.

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

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

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

Section 3.9.       Employee Benefits.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 3.11.     Legal Proceedings.

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

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

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

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

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

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Section 3.12.     Authority; Binding Nature of Agreement.

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

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

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

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

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

Section 3.13.     Non-Contravention; Required Consents.

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

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

Section 3.14.     Financial Statements.

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

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

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

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

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

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

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

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Section 3.17.     Subsequent Events. From the date of the Most Recent Balance Sheet until the date of this Agreement, (a) Seller has conducted the Business in the ordinary course of business and (b) there has not been, with respect to the Business, any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the Most Recent Balance Sheet, Seller has not: (a) sold, leased, transferred, pledged, encumbered or assigned any of the assets of the Business outside the ordinary course of business; (b) entered into any Material Contract (or series of related Material Contracts) other than in the ordinary course of business; (c) accelerated, terminated, modified or canceled any Material Contract (or Contract that would have been a Material Contract had it not been terminated or canceled) except in the ordinary course of business and, to Seller's knowledge, no other party has done so as a result of any default by Seller; (d) accelerated, waived, wrote-off or canceled the payment of any accounts receivable outside the ordinary course of business; (e) canceled, compromised, waived or released any material right or claim (or series of related rights and claims) outside the ordinary course of business; (f) granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the ordinary course of business; (g) experienced any material damage, destruction or loss to the assets of the Business; (h) experienced any material change in Personnel or relationships with third parties, including customers and vendors, other than immaterial changes which occur in the ordinary course of business; (i) changed accounting or Tax reporting principles, methods or policies; or (j) entered into any commitment to do any of the foregoing.

Section 3.18.     Real Property.

(a)            Schedule 3.18(a) sets forth a complete list of each real property lease and all amendments, extensions, supplements, letter agreements, renewals, waivers and writings exercising rights therewith, to which Seller is a party or by which it is bound (collectively, the "Real Property Leases"). Seller has provided to Purchaser true, correct and complete copies of each of the Real Property Leases.

(b)            The Real Property Leases constitute all interests in real property currently used, occupied or currently held for use in connection with the Business and which are necessary for the continued operation of the Business as currently conducted.

(c)            Except as set forth in Section 3.18(c), all of the buildings, fixtures, equipment and improvements, and all components thereof located on the land associated with the Real Property Leases (the "Improvements") (i) are in good operating condition without structural defects and all mechanical and other systems located thereon are in reasonably good operating condition, and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all material respects for their current uses. There are no structural deficiencies or latent defects affecting any of the Improvements, and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.

(d)            Seller has a valid, binding and enforceable leasehold interest under each Real Property Lease under which it is a lessee, free and clear of all Liens. Each of the Real Property Leases is in full force and effect in accordance with their terms. Seller is not in default under any Real Property Lease, and no event has occurred and no circumstances exist which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. Seller has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under any of the Real Property Leases, and, to Seller's Knowledge, no other party is in default thereof, and no party to any Real Property Lease has exercised any termination rights with respect thereto.

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(e)            Except as set forth in Schedule 3.18(e), Seller has all certificates of occupancy and Permits issued by any applicable Governmental Authority necessary or useful for the current use and operation of each Real Property Lease, and Seller has fully complied with all material conditions of the Permits applicable to them. No default or violation, or event that with the lapse of time or giving notice or both would become a default or violation, has occurred in the due observance of any Permit.

Section 3.19.     Environmental Matters. Except as disclosed on Schedule 3.19:

(a)            Seller has complied with and is in compliance with all Environmental, Health and Safety Requirements. Neither the Seller nor any Selling Party has received any notice, report or information regarding any actual or alleged violation of Environmental, Health and Safety Requirements or any Liabilities or potential Liabilities relating to any property or facility now or previously owned, occupied or operated by Seller or relating to the Business arising under Environmental, Health and Safety Requirements.

(b)            There is no Environmental Claim pending or, to Seller's Knowledge, threatened against Seller, nor is there any Environmental Claim against any Person whose Liability for any Environmental Claim Seller has retained or assumed.

(c)            Neither Seller nor to Seller’s Knowledge, any of Seller's predecessors or Affiliates have stored, treated, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance (including any Hazardous Substances) or owned, occupied or operated any facility or property in a manner that has given or could give rise to any Liabilities (including any Liability for response costs, corrective action costs, personal injury, natural resource damages, property damage or attorneys' fees or any investigative, corrective or remedial obligations) pursuant to CERCLA or any other Environmental, Health and Safety Requirements.

(d)            There are no Liens arising under any Environmental, Health and Safety Requirement on any Real Property arising as a result of any actions taken or omitted to be taken by Seller or, any of its predecessors or Affiliates, and, no actions have been taken by any Governmental Authority with respect to the Real Property to impose an environmental Lien with respect to such Real Property as a result of any such actions.

(e)            No property or facility now or previously owned, occupied or operated by Seller or any of its predecessors or Affiliates is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under CERCLA, or on any analogous state list.

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(f)             No off-site location at which Seller or any of its predecessors or Affiliates has disposed or arranged for the disposal of any waste is listed on the National Priorities List or on any analogous state list.

(g)            Neither Seller nor to Seller’s Knowledge, any of its predecessors or Affiliates has, either expressly or by operation of Legal Requirement, assumed or undertaken any Liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental, Health and Safety Requirements.

(h)            Schedule 3.19(h) contains a list of all Environmental Permits and all written reports, correspondence, and other documentation in Seller's and its Affiliates' possession regarding Hazardous Substances, Environmental Permits, and any environmental conditions with respect to the Business (collectively, "Environmental Documentation") and Seller and its Affiliates have provided Purchaser with copies of all such Environmental Documentation prior to the date hereof.

Section 3.20.     Insurance.

(a)            Schedule 3.20(a) sets forth, with respect to each insurance policy under which Seller is currently an insured or otherwise the principal beneficiary of coverage, a certificate of insurance.

(b)            With respect to each insurance policy required to be set forth on Schedule 3.20(a): (i) the policy is in full force and effect in accordance with its terms; (ii) Seller is not in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and no event has occurred which, with notice or the lapse of time, would reasonably be expected to constitute such a material breach or default, or permit termination or modification, under the policy; and (iii) to Seller's Knowledge, no insurer on the policy has been declared insolvent or placed in receivership, conservatorship or liquidation.

(c)            Seller has not (i) been denied any material insurance or indemnity bond coverage which it has requested, (ii) made any material reduction in the scope or amount of its insurance coverage, or (iii) received written or oral notice from any of its insurance carriers that any insurance premiums will be subject to increase in an amount materially disproportionate to the amount of the increases with respect thereto (or with respect to similar insurance) in prior years or that any insurance coverage listed on Schedule 3.20(a) will not be available in the future substantially on the same terms as are now in effect.

Section 3.21.     Transactions with Related Parties.

(a)            Except as otherwise disclosed on Schedule 3.21(a), (i) none of the customers, vendors, distributors or sales representatives of Seller is a Related Party; (ii) none of the Purchased Assets is owned or used by or leased to or from any Related Party; (iii) no Related Party owes any amount to Seller nor does Seller owe any amount to, nor has Seller committed to make any loan or extend or guarantee credit to or for the benefit of, any Related Party; (iv) no Related Party has any claim or cause of action against any Seller; (v) no Related Party owns any direct or indirect interest of any kind, controls or is a director, officer, employee or partner of, or consultant to, or lender to or borrower from or has the right to participate in the profits of, any Person which is a competitor, vendor, customer, landlord, tenants, creditor or debtor of Seller; (vi) no Related Party is a party to any Assumed Contract with Seller; and (vii) no Related Party provides any administrative, legal, accounting or other services to Seller except in the ordinary course of business on arm's length terms.

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(b)            Except as set forth on Schedule 3.21(b), any Assumed Contracts required to be disclosed on Schedule 3.21(a) are on arms-length terms.

Section 3.22.     Customers and Vendors. Schedule 3.22 sets forth the names of the ten (10) vendors and twenty-five (25) customers to whom Seller paid or from whom Seller has received the greatest sum of money in respect of services, products or materials provided to or from Seller in respect of the Business during the twelve (12) month period ending June 30, 2019. Except as set forth on Schedule 3.22, in the past twelve (12) months, no such vendor or customer set forth on Schedule 3.22 has notified Seller that it is canceling or otherwise terminating, or that it intends to cancel or otherwise terminate, its relationship with Seller.

Section 3.23.     No Brokers or Finders. Except as related to Integris Partners’ work with Seller, no Selling Party nor any of their respective Affiliates have incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with the transactions contemplated by this Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser and Parent, on a joint and several basis, hereby represent and warrant to the Selling Parties as follows:

Section 4.1.       Due Organization. Purchaser is a limited liability company duly organized and validly existing under the laws of the State of Indiana and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted. Purchaser is duly qualified or authorized to do business as a foreign limited liability company and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to qualify would not have a Material Adverse Effect.

Section 4.2.       Matters. There is no Matter pending or, to Parent's or Purchaser's knowledge, being threatened against Parent or Purchaser that challenges or could reasonably be expected to adversely affect, prevent, delay or make illegal any of the transactions contemplated by this Agreement or the Transaction Documents.

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Section 4.3.       Authority; Binding Nature of Agreement. Each of Purchaser and Parent has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its respective obligations under this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; and the execution, delivery and performance by Purchaser and Parent, as applicable, of this Agreement and the Transaction Documents have been duly authorized by all necessary corporate or limited liability company action on the part of Purchaser and Parent, as applicable, and Parent's board of directors and Purchaser's Member. No vote of Parent's shareholders is required to authorize the transactions contemplated by this Agreement. This Agreement has been, and each Transaction Document will be at or prior to Closing, duly and validly executed and delivered by Purchaser and Parent, as applicable, and this Agreement constitutes, and, upon execution and delivery thereof, each of the Transaction Documents to which Purchaser or Parent is a party will constitute, the valid and binding obligation of Purchaser or Parent, as applicable, enforceable against such party in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Section 4.4.       Non-Contravention; Consents. The execution and delivery by Purchaser and Parent of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and compliance by Purchaser and Parent with the provisions hereof or thereof will not result in any violation or breach of, or conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Purchaser or Parent, as applicable, to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Purchaser or Parent under any provision of: (a) the articles of incorporation, bylaws or other charter or organizational documents of Purchaser or Parent; (b) any Order applicable to Parent or Purchaser or by which any of their properties or assets is bound; or (c) any applicable Legal Requirement. Neither Purchaser nor Parent is required to obtain any Consent from any Person at or prior to the Closing in connection with the execution and delivery of this Agreement or the Transaction Documents or the sale of the Purchased Assets to Purchaser which Consent has not been obtained.

Section 4.5.       Capital Structure.

(a)            The authorized capital stock of Parent consists of: (i) Nineteen Million (19,000,000) Parent Common Shares; and (ii) One Million (1,000,000) preferred shares (the "Parent Preferred Shares"). As of the date of this Agreement: (A) 10,510,661 Parent Common Shares were issued and outstanding (not including shares held in treasury); (B) no Parent Common Shares were issued and held by Parent in its treasury; and (C) 35 Parent Preferred Shares were issued and outstanding (not including shares held in treasury); and (d) no Parent Preferred Shares were issued and held by Parent in its treasury. All of the outstanding Parent Common Shares are, and, when issued to Seller in accordance with this Agreement, all Parent Common Shares to be issued as contemplated by this Agreement will be, duly authorized, validly issued, fully paid, and non-assessable, and not subject to any pre-emptive rights. No Subsidiary of Parent owns any Parent Common Shares.

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(b)            As of the date of this Agreement, 17,500 Parent Common Shares were reserved for issuance pursuant to conversions of outstanding Parent Preferred Shares, 775,790 Parent Common Shares were reserved for issuance pursuant to outstanding Parent Stock Options and 270,289 Parent Common Shares were reserved for issuance pursuant to Parent Equity Awards not yet granted under the Parent Stock Plans. All Parent Common Shares subject to issuance upon conversion of outstanding Parent Preferred Shares or pursuant to Parent Equity Awards under the Parent Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable.

(c)            Other than the Parent Preferred Shares and the Parent Equity Awards, as of the date hereof, there are no outstanding (A) securities of Parent or any of its Subsidiaries convertible into or exchangeable for capital stock of Parent, (B) options, warrants, or other agreements or commitments to acquire from Parent or any of its Subsidiaries, or obligations of Parent or any of its Subsidiaries to issue, any shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Parent, or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, "phantom" stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Parent, in each case that have been issued by Parent or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of Parent, being referred to collectively as "Parent Securities"). All outstanding Parent Common Shares, all Parent Preferred Shares, and all outstanding Parent Equity Awards have been issued or granted, as applicable, in compliance in all material respects with all applicable securities laws.

(d)            There are no outstanding Contracts requiring Parent or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Parent Securities. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to any Parent Securities.

(e)            Parent is not and has never been a "shell company" within the meaning of the Securities Act.

Section 4.6.       SEC Filings. The consolidated financial statements (including all related notes and schedules) of Parent included in (a) Parent's annual report on Form 10-K filed December 21, 2018, for the fiscal year ended September 30, 2018 (including the notes thereto), and (b) Parent's quarterly reports on Form 10-Q for the periods ended December 31, 2018, March 31, 2019 and June 30, 2019 fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including any notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Parent is, and has been for a period of at least ninety (90) days immediately prior to the Closing Date, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has: (i) filed all required reports under section 13 or 15(d) of the Exchange Act, as applicable, during the past twelve (12) months, other than Form 8-K reports; and (ii) submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T, during the past twelve (12) months.

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Section 4.7.       No Brokers or Finders. Neither Purchaser nor Parent have incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with the transactions contemplated by this Agreement.

ARTICLE V
COVENANTS OF THE PARTIES

Section 5.1.       Mutual Cooperation. Subsequent to Closing, Purchaser and Seller, at the request of the other, shall each execute, deliver and acknowledge all such further instruments and documents and do and perform all such other acts and deeds as may be reasonably required to consummate the transactions contemplated by the Transaction Documents. Specifically, Seller shall render all reasonable assistance to Purchaser to ensure that the Assumed Contracts are assigned to Purchaser; and shall reasonably work with Purchaser to limit disruption to the Business during the transitionary period. Seller shall maintain all Permits related to the Business on behalf of Purchaser after the Closing until such time as Purchaser obtains such Permits in its own name, and Seller shall execute any agreements with Purchaser as may be reasonably necessary or advisable in connection therewith.

Section 5.2.       Preservation of Records. To the extent not transferred to Purchaser, Seller agrees to preserve and keep records held by it or its Affiliates relating to the Business for a period of three (3) years from the Closing Date and shall make such records and Personnel available to Purchaser as may be reasonably required by Purchaser in connection with, among other things, any insurance claims by, Matters against or governmental investigations of Seller or Purchaser or any of their Affiliates or in order to enable Seller or Purchaser to comply with their respective obligations under this Agreement and the Transaction Documents (provided that such records and personnel shall not be required to be made available to Purchaser in connection with any dispute between any Selling Party and Purchaser and/or Parent, respectively). To the extent transferred to Purchaser, Purchaser agrees to preserve and keep records held by it or its Affiliates relating to the Business for a period of three (3) years from the Closing Date and shall make such records reasonably available to Seller as may be reasonably required in connection with, among other things, winding up of Seller's operations, preparing the financial statements of Seller, filing of a tax return by any Selling Party, any insurance claims by, Matters against or governmental investigations of a Selling Party, or in order to enable Selling Parties to comply with their respective obligations under this Agreement and the Transaction Documents (provided that such records and personnel shall not be required to be made available to Seller in connection with any dispute between any Selling Party and Purchaser and/or Parent, respectively). After the expiration of such three (3) year period, neither Seller nor Purchaser will destroy any of such books or records of the Business without giving the other party written notice thereof and the opportunity, at the other party's sole expense, to take possession thereof within thirty (30) days following receipt of such notice.

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Section 5.3.      Payments. Following Closing, Seller shall transfer in the form received any and all cash, checks, wire transfers and other forms of monetary receipts that may be received and deposited by Seller representing payments on any Purchased Receivable, received by Seller or credited to Seller pursuant to any Assumed Contract, or that relate to a Purchased Asset ("Receipts") within the next business day following receipt along with associated details, including the name of the customer or other payor, the document number(s) (if any) associated with the Receipt and the amount of the Receipt.  Seller will transmit to Purchaser such information via e-mail in Microsoft Excel files. Seller agrees to hold said Receipts in trust for the benefit of Purchaser until they are transferred as provided herein.

Section 5.4.      Employment Matters.

(a)            Prior to and on or after the Closing, Purchaser may, but shall not be required to, offer employment (which such offer may include non-competition covenants) to any of the employees of the Business. Seller shall provide Purchaser with a current list of such employees at least ten Business Days prior to the Closing Date. Such individuals who accept Purchaser's offer of employment and begin work for Purchaser at Closing are referred to as the "Hired Employees". Seller shall terminate the employment of the Hired Employees as of the Closing Date or in Seller’s sole discretion at such later date as an employee of the Business agrees with Purchaser to become a Hired Employee. Notwithstanding the foregoing, nothing in this Agreement imposes any obligation on Purchaser or its Affiliates to employ or enter into any other like relationship with any of Seller's Personnel or Affiliates.

(b)            Purchaser agrees to use its commercially reasonable best efforts to give each Hired Employee service credit for such Hired Employee's employment with Seller prior to the Closing Date for purposes of calculating eligibility to participate and vesting credit (but not for accrual of benefits) under each applicable Employee Plan of Purchaser or one of its Affiliates or as required by applicable statutory law, as if such service had been performed with Purchaser or one of its Affiliates; provided, however, that such service credit shall not be recognized to the extent that it would result in a duplication of benefits for the same period of time. Nothing in this Section 5.4(b) is intended to prevent Purchaser from amending or terminating any of Purchaser's Employee Plans. Purchaser shall give credit to each Hired Employee hired by Purchaser for any accrued but unused paid time off (PTO) to the extent that Seller does not pay such employee the same out at Closing and provided the accrued costs and expenses are accrued therefor as a current liability within the Net Working Capital.

(c)            Seller shall use commercially reasonable efforts to cooperate with Purchaser in connection with Purchaser's good faith efforts to hire the Seller's employees, including allowing Representatives of Purchaser and its Affiliates reasonable access during normal business hours, upon reasonable advance notice, to meet with and distribute to such employee such forms and other documents relating to his or her proposed employment with Purchaser, provided such access does not unreasonably interfere with Seller's conduct of the Business.

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(d)            Subject to the consummation of the sale of Purchased Assets pursuant to this Agreement, within five (5) days of the Closing Date, Seller shall adopt resolutions to terminate its 401(k) Employee Plan ("Seller 401(k) Plan") effective as of the Closing Date or within thirty (30) days thereafter and permit Hired Employees to elect eligible rollover distributions (including outstanding plan loans that are considered eligible rollover distributions) from the Seller's plan to the Purchaser's plan (subject to the terms and conditions of the Purchaser's plan). Further, Seller shall take action to cause the Hired Employees' account balances, if any, under any such Seller 401(k) to become fully vested as of the Closing Date.

(e)            Notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment to any particular Employee Plan of Purchaser or Seller, (ii) obligate Purchaser or any of its Affiliates to maintain any particular Employee Plan or arrangement, (iii) prevent Purchaser or any of its Affiliates from amending or terminating any Employee Plan or arrangement, or (iv) give any third party the right to enforce any of the provisions of this Agreement.

(f)            Seller shall be responsible for all claims for workers' compensation benefits which are incurred prior to the Closing Date by Hired Employees that are payable under the terms and conditions of Seller's workers' compensation programs. Purchaser's workers' compensation program shall be responsible for all claims for benefits which are incurred from and after the Closing Date by Hired Employees that are payable under the terms and conditions of Purchaser's workers' compensation program. For purposes of this Section 5.4(f), a claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim occurs (the "Workers' Compensation Event"). If the Workers' Compensation Event occurs over a period both preceding and following the Closing, the claim shall be the joint responsibility and liability of Seller and Purchaser and shall be equitably apportioned between Seller, on the one hand, and Purchaser, on the other hand, based upon the relevant periods of time that the Workers' Compensation Event transpired preceding and following the Closing.

(g)            Seller agrees to provide continuing health benefit coverage as described in Sections 601 through 608 of ERISA and Code Section 4980B (hereinafter referred to as "COBRA Coverage") to all persons who are "M&A qualified beneficiaries" (as described in IRS Regulation Section 54.4980B-9, Question and Answer 4) with respect to the transactions contemplated by this Agreement (hereinafter referred to as "COBRA Beneficiaries"). Specifically, Seller agrees that all obligations to provide COBRA Coverage to COBRA Beneficiaries are being allocated to Seller, as permitted by Question and Answer 7 of IRS Regulation Section 54.4980B-9. If Seller ceases to maintain a group health plan and Seller's obligation to provide COBRA Coverage to COBRA Beneficiaries shifts to Purchaser as a result of IRS Regulation Section 54.4980B-9, Question and Answer 8(c), then, notwithstanding any other provision of this Agreement to the contrary, Seller shall reimburse Purchaser for any expenses incurred by Purchaser (including, but not limited to, claims incurred under the plan, administrative fees, reinsurance premiums, etc.) in excess of the premiums collected by Purchaser from COBRA Beneficiaries and any actual reinsurance recoveries in providing COBRA Coverage to such COBRA Beneficiaries. Purchaser shall invoice Seller weekly with respect to such expenses and Seller shall be obligated to make full payment of each such invoice within five Business Days of the date of such invoice and, if Seller should fail to timely pay, Seller shall also be obligated to provide interest with respect to the unpaid amounts at the rate of 10% per annum.

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Section 5.5.      Contract Assignment and Consents. Notwithstanding anything to the contrary contained in this Agreement, if the assignment or attempted assignment to Purchaser of any Assumed Contract is: (a) prohibited by any applicable law; or (b) would require any Consent of a Third Party (a "Required Consent"), that Required Consent shall not have been obtained prior to the Closing Date (each, a "Non-Assignable Contract"), then the Closing shall not constitute the assignment of such Non-Assignable Contract, and this Agreement shall not constitute an assignment of such Non-Assignable Contract, unless and until such Required Consent is obtained. Following the Closing, (x) Seller, to the maximum extent permitted by Legal Requirement, will act as Purchaser's agent in order to obtain for Purchaser the benefits under each Non-Assignable Contract (including enforcement for the account of Purchaser of such rights against the other party thereto) and will reasonably cooperate, to the maximum extent permitted by Legal Requirement, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser; and (y) Purchaser will, to the maximum extent permitted by Legal Requirement, perform, on Seller's behalf, the applicable Seller's obligations under the Non-Assignable Contract in accordance with the terms and conditions thereof. Any and all costs incurred by Seller to perform the foregoing requirements shall be reimbursed to Seller by Purchaser within 30-days of Purchaser’s receipt of an invoice for such costs. Once a Required Consent for the assignment of any Non-Assignable Contract is obtained, Seller shall promptly assign and transfer such Non-Assignable Contract to Purchaser at no additional cost to Purchaser. Purchaser shall not assume any Liabilities under a Non-Assignable Contract until it has been assigned to Purchaser; provided, however, that Purchaser shall be liable to Seller for performing its obligations under the arrangements described in this Section 5.5.

Section 5.6.      Restrictive Covenants.

(a)            To induce Purchaser to enter into this Agreement, each Restricted Party covenants and agrees that during the period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date (in each case, the "Restricted Period"), such Restricted Party will not directly or indirectly, own, invest in, lend to, engage in, manage, consult to, operate, control, maintain any interest in (proprietary, financial or otherwise), otherwise affiliate with, or participate in the ownership, management, operation or control of, any business, whether corporate, proprietorship or partnership form or otherwise, engaged in any Competitive Enterprise in the Restricted Area; provided that each Restricted Party may acquire equity interests in an entity engaged in a Competitive Enterprise and whose securities are publicly traded so long as the Restricted Party does not become the holder of more than 5% of the outstanding equity securities of the entity. "Competitive Enterprise" means direct or indirect business the same as, substantially similar to, or which materially competes with, the Business.

(b)            During the Restricted Period, each Restricted Party will not directly or indirectly on behalf of any other Person, solicit, induce, or encourage any Hired Employee or any other employee of Purchaser or Parent to leave his or her employment with Purchaser or Parent, as applicable, or hire, employ or otherwise engage any such individual. Nothing contained in this Section 5.6(b) shall prohibit generalized solicitations of potential employees by use of advertisements in the media that are not targeted at the employees of Purchaser or Parent.

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(c)            After the Closing, each Restricted Party shall reasonably cooperate with Purchaser and use commercially reasonable efforts to continue and maintain for the benefit of Purchaser those business relationships of Seller existing prior to the Closing, including relationships with lessors, Personnel, regulatory authorities, licensors, customers, suppliers and others, and Seller shall satisfy all undisputed Excluded Liabilities in a manner that is not detrimental to any of such relationships. The Restricted Parties shall refer to Purchaser all inquiries relating to the Business. No Restricted Party shall take any action that would materially diminish the value of the Purchased Assets after the Closing or that would materially interfere with the Business after the Closing. Without limiting the foregoing, during the Restricted Period each Restricted Party will not (i) directly or indirectly solicit or provide competitive services to any current client of Parent, Purchaser or Seller or any person or entity who has been a client of Parent Company, Purchaser or Seller at any time during the two (2) years immediately before Closing, or (ii) directly or indirectly divert or influence or attempt to divert or influence any business of Parent or Purchaser from Parent or Purchaser to a competitor of Parent or Purchaser.

(d)            From and after the Closing Date, the Restricted Parties shall, and shall cause each of their Representatives, (i) not directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or Parent or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser or Parent, any Confidential Information used in the operations of or associated with the Business and (ii) keep confidential any Confidential Information used in the operations of or associated with the Business, except for any such information that (A) is available to the public on the Closing Date, (B) thereafter becomes available to the public other than as a result of a disclosure by the Restricted Parties or their Representatives (other than pursuant to a legal obligation to do so or in connection with the enforcement of its rights under this Agreement), or (iii) is or becomes available to the Restricted Parties or their Representatives on a non-confidential basis from a source that is not prohibited from disclosing such information to such by legal, contractual or fiduciary obligation to any other Person; provided, that nothing contained in this Section 5.6(d) shall prohibit the Restricted Parties or their Representatives from disclosing any information should such Restricted Parties be required to disclose any such information in response to an Order or as otherwise required by Legal Requirements; provided, further that in any such case it shall inform Purchaser in writing of such request or obligation as soon as practicable after such Selling Party is informed of it and, if possible, before any information is disclosed, so that a protective order or other appropriate remedy may be obtained by Purchaser. If any Restricted Party or its Representatives are obligated to make such disclosure, it shall only make such disclosure to the extent to which it is so obligated, but not further or otherwise.

(e)            Notwithstanding anything to the contrary, in the case of breach or threatened breach of the covenants in this Section 5.6, (i) Purchaser may seek specific performance to cause Restricted Parties to cease such breach and refrain from any such future breaches and (ii) the claiming of damages for any losses incurred by Purchaser due to actions prohibited by the aforesaid covenants shall remain unaffected.

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(f)            The parties hereto acknowledge that the covenants set forth in this Section 5.6 are an essential element to this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto specifically acknowledge and agree that each party has received adequate consideration in exchange for entering into these covenants, the foregoing restrictions are reasonable and necessary to protect the legitimate interest of Purchaser and Parent post-Closing, including the goodwill that Purchaser shall be purchasing from Seller pursuant to the transactions contemplated by this Agreement and the Transaction Documents. The parties hereto acknowledge that this Section 5.6 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provisions of this Agreement or any other document contemplated by the Agreement.

(g)            It is the intention of the parties hereto that if any of the restrictions or covenants contained in this Section 5.6 is held to cover a geographic area or to be for a length of time which is not permitted by Legal Requirements, or is in any way construed to be too broad or to any extent invalid, such restrictions or covenants shall be construed to be null, void, and of no effect, but to the extent such restrictions or covenants would be valid or enforceable under applicable Legal Requirements, a court of competent jurisdiction shall construe and interpret this Section 5.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 5.6) that would be valid and enforceable under law.

Section 5.7.      SEC Filings. From and after the Effective Date until the one (1) year anniversary of the Closing Date, Parent shall use commercially reasonable efforts to: (a) (i) make all filings necessary under the Exchange Act, as and when required by the Exchange Act, (ii) take all other actions required by the Exchange Act, and (iii) refrain from taking any action prohibited by the Exchange Act, such that each Selling Party may, on or after the date that the Parent Common Shares first become saleable under Rule 144, sell such Parent Common Shares in reliance upon Rule 144, (b) maintain the listing of the Parent Common Shares for trading on the NASDAQ Stock Market, and (c) after the date when the Parent Common Shares first become saleable under Rule 144 and no later than seven (7) days after written request from Seller, in each case where the Shareholder sells Parent Common Shares in reliance on Rule 144, to cause Parent's counsel to provide to Parent's transfer agent a legal opinion with respect to such sales regarding the sale of such Parent Common Shares without registration under the Securities Act. Parent further agrees not to take any action that would cause the Shareholder to become an "affiliate" of Parent (within the meaning of the Securities Act).

Section 5.8.      Financial Statements. Seller shall (i) promptly following the execution of this agreement, if not before, commence preparation of financial statements of Seller meeting the requirements of Item 9.01(a) of the United States Securities and Exchange Commission ("SEC") Form 8-K ("Form 8-K") as are required to be filed by Parent with the SEC as a result of the Closing of the transactions contemplated under this Agreement (the "Seller SEC Financial Statements"), (ii) within sixty (60) days following the Closing Date, deliver to Purchaser the Seller SEC Financial Statements, , with such Seller SEC Financial Statements being in the form and content set forth in Regulation S-X and Form 8-K, (iii) within sixty (60) days following the Closing Date, cause an independent public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) to provide a manually signed report meeting the requirements of Section 2-02 of Regulation S-X and a manually signed consent of such auditor which is required to be included in the Form 8-K to be filed by Parent with the SEC with respect to the Seller SEC Financial Statements and the report thereon referred to in this proviso (iii), and (iv) cooperate with, and provide all information and documents reasonably requested by, Purchaser regarding Seller in order to assist Purchaser in the preparation of the pro forma financial information required by Item 9.01(b) of Form 8-K with respect to the transactions contemplated hereby. The cost of the preparation and delivery of the Seller SEC Financial Statements and the report and consent referred to in proviso (iii) of this Section 5.8 shall be borne equally by Parent and Seller.

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Section 5.9.      Change of Name. After the Closing, the Selling Parties shall (i) within five Business Days after the Closing Date, amend Seller's organizational documents and take all other actions necessary to change Seller's name to one sufficiently dissimilar to Seller's present name, in Purchaser's sole judgment, to avoid confusion; (ii) not use the prior name or any of the names listed in Schedule 5.9 or any derivatives thereof; and (iii) take all actions reasonably requested by Purchaser to enable Purchaser to use the names or any derivatives thereof used by Seller prior to the Closing.

Section 5.10.     Taxes.

(a)            All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a taxable period that includes (but does not end on) the day before the Closing Date (each such period, a "Straddle Period") shall be apportioned between Seller and Purchaser based on the number of days in such Straddle Period that are in the Pre-Closing Tax Period, and the number of days in such Straddle Period that are in the Post-Closing Tax Period. Seller shall be liable for the portion of such Taxes attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the portion of such Taxes attributable to the Post-Closing Tax Period. The party responsible for paying such Taxes (the "Filing Party") shall file any Tax Returns with respect to such Taxes in the time and manner required by Legal Requirements. Such Tax Returns shall be true, complete and correct and prepared in accordance with applicable Legal Requirements and past practices (except as required by applicable Legal Requirements). The Filing Party shall provide the other party with a copy of each such Tax Return at least 30 days prior to the due date, and shall revise such Tax Return in accordance with the other party's reasonable comments. Any disputes with respect to such Tax Returns shall be resolved in accordance with the procedures set forth in Section 2.8(e). If bills for such Taxes have not been issued as of the Closing Date, and, if the amount of such Taxes for the period including the Closing Date is not then known, the apportionment of such Taxes shall be made at Closing on the basis of the prior period's Taxes. After Closing, upon receipt of bills for the period including the Closing Date, adjustments to the apportionment shall be made by the parties, so that if either party paid more than its proper share at the Closing, the other party shall promptly reimburse such party for the excess amount paid by them. If either party receives a refund of Taxes that the other party has paid pursuant to this Section 5.10(a), it shall reimburse the other party its proportionate share of such refund, less any Taxes or other costs imposed with respect to the receipt of such refund.

(b)            Purchaser and the Selling Parties shall utilize the alternate procedure set forth in Revenue Procedure 2004-53 with respect to wage withholding for Hired Employees.

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Section 5.11.      Certain Pre-Closing Covenants. Seller covenants and agrees with Purchaser that, at all times from and after the date hereof until the Closing Date or termination of this Agreement, whichever first occurs, Seller shall comply with all applicable covenants and provisions of this Section 5.11, except to the extent Purchaser may otherwise consent in writing. Purchaser covenants and agrees with Seller that, at all times from and after the date hereof until the Closing Date or termination of this Agreement, whichever first occurs, Purchaser shall comply with all applicable covenants and provisions of Section 5.11(d) and 5.11(e), except to the extent Seller may otherwise consent in writing.

(a)          Conduct of Business. Seller will:

(i)            conduct its Business only in the Ordinary Course of Business in a manner consistent with past practices;

(ii)            use its commercially reasonable best efforts to preserve intact the current business organization of Seller, keep available the services of the current officers, employees and agents of Seller, and maintain the relations and goodwill with customers, suppliers, employees, agents, and others having business relationships with Seller;

(iii)            notify the Purchaser of any notifications received by Seller that any customer or supplier will stop or decrease in any respect the rate of business done with the Business;

(iv)            confer with the Purchaser concerning operational matters of a material nature; and

(v)            otherwise report periodically to the Purchaser concerning the operations and finances of the Business.

(b)          Negative Covenants: Seller will refrain from:

(i)            amending its Organizational Documents or taking any action with respect to any such amendment or any recapitalization, reorganization, liquidation or dissolution;

(ii)            authorizing, issuing, selling or otherwise disposing of any of its stock or other equity securities or any security convertible into or exchangeable or exercisable for any of its stock or other equity security;

(iii)            declaring, paying or incurring any obligation to declare or pay any dividend or other distribution on or with respect to its equity interests;

(iv)            entering into any line of business other than the Business using any Purchased Assets or Purchased Receivables;

(v)            entering into any contract to do or engage in any of the foregoing.

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(c)            Access. At all times from the date hereof through and including the Closing or termination of this Agreement in accordance with its terms, Seller will give Purchaser and its respective officers, employees, accountants, legal counsel and other representatives reasonable access, during normal business hours, at times mutually agreeable among the parties, to all of the offices, facilities, properties, files, books and records of Seller relating to the Business and the Purchased Assets and will reasonably provide Purchaser with access to Seller’s customers and suppliers and to information relating to such customers and suppliers. No investigation by, or information furnished to or obtained by, Purchaser or its representatives, whether prior to or following the date of this Agreement, shall modify, limit or otherwise affect the representations and warranties of Seller in this Agreement or any other Transaction Document, or limit the remedies available to Purchaser hereunder.

(d)            Fulfillment of Conditions. Seller (i) will take all commercially reasonable steps necessary and proceed diligently and in good faith (A) to satisfy each condition to the obligations of Purchaser to close contained in this Agreement and (B) to consummate all of the transactions contemplated by this Agreement, and (ii) will not take or fail to take any commercially reasonable action that would reasonably be expected to result in the nonfulfillment of any obligation of Seller contained in this Agreement. Purchaser and Parent (i) will take all commercially reasonable steps necessary and proceed diligently and in good faith (A) to satisfy each condition to the obligations of Seller to close contained in this Agreement and (B) to consummate all of the transactions contemplated by this Agreement, and (ii) will not take or fail to take any commercially reasonable action that would reasonably be expected to result in the nonfulfillment of any obligation of Purchaser contained in this Agreement.

(e)            Notification. Seller shall promptly notify Purchaser of the occurrence of any breach of any covenant of Seller or Purchaser in this Section 5.11 or of the occurrence of any event that may make the satisfaction of the conditions in Section 2.7(e) impossible or unlikely. Purchaser shall promptly notify Seller of the occurrence of any breach of any covenant of Purchaser in this Section 5.11 or of the occurrence of any event that may make the satisfaction of the conditions in Section 2.7(d) impossible or unlikely.

(f)            No Solicitation.

 (i)            Seller represents and warrants that there are no current discussions or negotiations relating to, or that could reasonably be expected to lead to, an Acquisition Proposal. Seller shall not authorize or permit any of Sellers’ officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by Seller, or any of them singly, directly or indirectly, to (i) solicit, initiate or encourage (including by way of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes an agreement or understanding providing for an Acquisition Proposal, (ii) provide information or participate in any discussions or negotiations regarding an Acquisition Proposal or (iii) enter into any agreements, definitive or otherwise, regarding an Acquisition Proposal.

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(ii)          Seller shall advise Purchaser promptly of the receipt of any inquiry, indication of interest or proposal relating to any Acquisition Proposal.

Section 5.12.      Pre-Closing Covenants of Parent. Parent covenants and agrees with Seller that, at all times from and after the date hereof until the Closing Date or termination of this Agreement, whichever first occurs, Parent will conduct its business only in the Ordinary Course of Business in a manner consistent with past practices. Parent shall promptly and not later than Closing, notify Seller of any event or circumstance that would constitute a default of this Section 5.12 by Parent.

Section 5.13.     Customer Personal Property. As of the Closing, Seller shall deliver possession of the Client Personal Property to Purchaser. Seller shall take all reasonable steps to provide Purchaser with the benefit of the Client Personal Property arrangements described in Section 3.6(e) in a manner consistent with the historical practices of Seller and the owners of such Client Personal Property.

ARTICLE VI
INDEMNIFICATION

Section 6.1.      Indemnification by Selling Parties. Subject to the limitations set forth in this Article VI, from and after the Closing, the Selling Parties, jointly and severally (except with respect to Section 3.12(b)–(d), in which case the Shareholder shall indemnify the Purchaser Indemnified Parties on a several, not joint and several, basis), shall indemnify, defend and hold harmless Purchaser, its Affiliates and their respective successors, assignees, officers, directors, principals, attorneys, agents, employees or other Representatives (collectively, the "Purchaser Indemnified Parties" and each individually a "Purchaser Indemnified Party") against any Damages that a Purchaser Indemnified Party incurs arising out of or as a result of:

(a)            any breach, misrepresentation or inaccuracy of any of the representations and warranties of any Selling Party set forth in this Agreement or on any certificate or other instrument or document furnished by any Selling Party to Purchaser or Parent pursuant to this Agreement or any Transaction Document without giving effect to any materiality, Material Adverse Effect or similar qualification set forth in any such representation or warranty;

(b)            any breach or nonfulfillment by any Selling Party of its respective covenants or agreements set forth in this Agreement or any other Transaction Document;

(c)            any Excluded Liability;

(d)            any Excluded Asset;

(e)            any and all Taxes of the Seller or the Shareholder for any Tax period prior to the Closing (including the portion of any tax period allocable to the pre-Closing period) and for any Taxes payable by Seller or the Shareholder as a result of the transactions contemplated by this Agreement; and

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(f)            any and all Matters, demands, assessments, audits or judgments arising out of any of the foregoing.

Section 6.2.      Indemnification by Purchaser. Subject to the limitations set forth in this Article VI, from and after the Closing, Purchaser and Parent, shall indemnify the Selling Parties, their Affiliates and their respective successors, assignees, officers, directors, principals, attorneys, agents, employees or other Representatives (collectively, the "Seller Indemnified Parties" and each individually a "Seller Indemnified Party") against any Damages that a Seller Indemnified Party incurs arising out of or as a result of:

(a)            any breach, misrepresentation or inaccuracy of the representations and warranties of Purchaser or Parent set forth in this Agreement or on any certificate or other instrument or document furnished by any Selling Party to Purchaser or Parent pursuant to this Agreement or any Transaction Document without giving effect to any materiality, Material Adverse Effect or similar qualification set forth in any such representation or warranty;

(b)            any breach or nonfulfillment by Purchaser or Parent of the covenants or agreements of Purchaser or Parent set forth in this Agreement or any other Transaction Document;

(c)            any Assumed Liability; and

(d)            any and all Matters, demands, assessments, audits or judgments arising out of any of the foregoing.

Section 6.3.      Survival.

(a)            Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months from the Closing Date, and all Liability with respect to breaches of such representations and warranties shall thereupon be extinguished (except to the extent a Claim with respect thereto has been made prior to such time in which case such representations and warranties shall survive until such Claim is resolved). Notwithstanding the foregoing, (i) the representations and warranties of Seller set forth in Section 3.15 (Taxes), Section 3.9 (Employee Benefits), Section 3.8 (Employee Matters) and Section 3.19 (Environmental Matters), shall survive, and all Liability with respect to breaches of such representations and warranties, shall continue in full force and effect until the date following sixty (60) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein and (ii) the Fundamental Representations and all Liability with respect to breaches thereof shall survive indefinitely. Notwithstanding anything in this Article VI to the contrary, in the event that any breach or alleged breach of any representation or warranty results from fraud or willful misrepresentation by either party, then, in each case, such representation or warranty shall survive the Closing and the consummation of the transactions contemplated hereby and shall continue in full force and effect without any time limitation with respect to such breach or alleged breach.

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(b)            Other than with respect to the Fundamental Representations, the Indemnifying Party will not be required to indemnify the Indemnified Party under Section 6.1(a) with respect to any breach by Seller or any Seller Party of any of the representations and warranties of Seller or any Seller Party set forth in this Agreement, except to the extent that the cumulative amount of the Damages actually incurred by the Indemnified Party as a result of all such breaches actually exceeds Thirty Thousand Dollars ($30,000.00) (the "Threshold Amount"), after which time the entire amount of such Damages occurring hereunder will be indemnifiable, including the Threshold Amount, subject to the limitations set forth in clause (c) below.

(c)            The total amount of the payments that the Indemnifying Party can be required to make with respect to any breach by Seller or any Seller Party of any of the representations and warranties of the Seller or any Seller Party set forth in this Agreement (other than the Fundamental Representations) will be limited in the aggregate to a maximum of the unpaid balance due on the Seller Promissory Note from time to time (the "General Cap"), and the Indemnifying Parties' cumulative Liability for such breaches of representation and warranty will in no event exceed such amount. In no event shall the General Cap apply to any claims by any Indemnified Party for a breach of any of the Fundamental Representations, Liability for which shall be limited in the aggregate to the Purchase Price (the "Fundamental Cap"), and the Indemnifying Parties' cumulative Liability for any such breaches will in no event exceed such amount. None of the Threshold Amount, the General Cap nor the Fundamental Cap will apply to any claims by any Indemnified Party for indemnification pursuant to (i) Section 6.1(b), Section 6.1(c), Section 6.1(d), Section 6.1(e), Section 6.1(f) (to the extent incurred in connection with a claim for indemnification under Section 6.1(b) through (e)); (ii) Section 6.2(b), Section 6.2(c), or Section 6.2(d) (to the extent incurred in connection with a claim for indemnification under Section 6.2(b) or (c)); or (iii) any claims for damages that any Indemnified Party may suffer resulting from or caused by fraud or intentional misrepresentation.

(d)            The amount of any Damages that are subject to indemnification under this Article VI shall be calculated net of the amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by the Indemnified Party or any Affiliate of the Indemnified Party in connection with such Damages (less the costs incurred by the Indemnified Party and its Affiliates in collecting such amounts, including any resulting increases in insurance premiums). In the event that an insurance recovery is made by the Indemnified Party or any Affiliate of the Indemnified Party with respect to any Damages for which the Indemnified Party has been indemnified hereunder, the Indemnified Party shall promptly pay to the Indemnifying Party, a sum equal to the lesser of (i) the actual amount of such insurance proceeds recoveries or (ii) the actual amount of the indemnification payment previously paid with respect to such Damages.

(e)            To the extent the Indemnifying Party makes or is required to make any indemnification payment to the Indemnified Party, no right of subrogation against the Indemnifying Party will accrue hereunder to or for the benefit of the Indemnifying Party or any Third Party.

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(f)            Except with respect to specific performance for the breach of any Restricted Party of the restrictive covenants contained in Section 5.6, and except in the case of intentional misrepresentation or fraud, the right to indemnification under this Article VI, subject to all of the terms, conditions and limitations hereof, shall constitute the sole and exclusive right and remedy available to any party hereto for any actual or threatened breach of the representations, warranties, covenants and obligations set forth in this Agreement, and none of the parties hereto shall initiate or maintain any legal action at law or in equity against any other party hereto which is directly or indirectly related to any breach or threatened breach of the representations, warranties, covenants or obligations set forth in this Agreement. 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 its Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VI.

Section 6.4.      Indemnification Procedures.

(a)            Third Party Claims. If a party entitled to be indemnified under this Article VI (an "Indemnified Party") receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by a Third Party (a "Third Party Claim") against such Indemnified Party with respect to which the Indemnified Party wishes to assert an indemnification claim against the party or parties subject to such indemnification obligation under this Article VI (the "Indemnifying Party"), the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof ("Claim Notice"). The failure to promptly provide such a Claim Notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. A Claim Notice shall describe the Third Party Claim in reasonable detail, and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving 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 (as reasonably acceptable to the Indemnified Party), and the Indemnified Party shall use commercially reasonable efforts to cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 6.4, it shall have the right to take such action as it deems necessary to 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, at its own cost and expense, 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. If the Indemnifying Party elects not to compromise or defend such Third Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 6.4 pay, compromise and defend such Third Party Claim and seek indemnification for any and all Damages based upon, arising from or relating to such Third Party Claim. Seller and Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim.

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(b)            Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 6.4. If an 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 or others or providing any restrictions on the operation of such Person's business as conducted, 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, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 6.4(a) it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

(c)            Direct Claims. Any claim by an Indemnified Party on account of Damages which do not result from a Third Party Claim (a "Direct Claim") shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its Representatives a reasonable opportunity to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall use commercially reasonable efforts to assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Indemnified Party's premises and Personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its Representatives may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have accepted such claim.

Section 6.5.      Payments.

(a)            Within ten (10) Business Days after both (i) the resolution of any indemnification claim by any Purchaser Indemnified Party hereunder pursuant to which such Purchaser Indemnified Party is entitled to any payment from a Selling Party pursuant to Section 6.1 and (ii) the delivery by such Purchaser Indemnified Party of a written request for payment to such Selling Party, such payment shall be made by the applicable Selling Party.

(b)            If a Purchaser Indemnified Party becomes entitled to a payment from a Selling Party pursuant to Section 2.8(g) or Section 6.1 at a time prior to the full settlement and termination of the Seller Promissory Note, Purchaser, in its sole discretion, may notify the Selling Parties that Purchaser is reducing the remaining principal amount of the Seller Promissory Note or accrued interest thereon (the "Set-Off Rights") by up to the amount of the payment to which the Purchaser Indemnified Party is entitled; provided, however, that nothing contained herein shall be construed to limit Purchaser's recovery from the Selling Parties for any payment to which the Purchaser Indemnified Party is entitled which is not offset entirely by the Purchaser's exercise of such Set-Off Rights, nor shall the failure to exercise such Set-Off Rights constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that may be available to it.

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(c)            Within ten (10) Business Days after both (i) the resolution of any indemnification claim by any Seller Indemnified Party hereunder pursuant to which such Seller Indemnified Party is entitled to any payment from Purchaser and (ii) the delivery by such Seller Indemnified Party of a written request for payment to Purchaser, such payment shall be made by the Purchaser.

(d)            The Indemnifying Party shall reimburse the Indemnified Party for any and all reasonable costs or expenses of any nature or kind whatsoever (including, but not limited to, all reasonable attorneys' fees) incurred in seeking to collect any payments due under this Section 6.5.

Section 6.6.     Treatment of Payments. Any indemnification payments made by any party hereto pursuant to this Agreement and any payments made pursuant to Section 2.8 shall be treated by all other parties as an adjustment to the Purchase Price set forth in Section 2.3.

Section 6.7.      Resolution of Disputes. Any disputes under this Article VI shall be resolved as provided in Section 2.8(e).

ARTICLE VII
TERMINATION

Section 7.1.      Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned:

(a)            at any time before the Closing, by mutual written consent of Purchaser and Seller;

(b)            at any time before the Closing without liability to the terminating party or parties, by Purchaser or Seller by written notification from the terminating party or parties to the non-terminating party or parties, in the event that any writ, judgment, decree, injunction or similar order of any Authority or Law becomes effective and no longer subject to appeal or further administrative or judicial reconsideration or review, restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement;

(c)            at any time before the Closing, by written notice given by Purchaser or Seller in the event of a breach of this Agreement by the non-terminating party which breach would reasonably be expected to have a material adverse effect on the terminating party, if such non-terminating party fails to cure such breach within ten (10) Business Days following notification thereof by the terminating party;

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(d)            at any time before the Closing, by written notice from Purchaser to Seller in the event of a breach of the covenant in Section 5.11(f);

(e)            by Purchaser if any condition in Section 2.7(d) has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and the Purchaser has not waived such condition on or before the Outside Date; and

(f)            by Seller if any condition in Section 2.7(e) has not been satisfied as of the Outside Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and the Seller has not waived such condition on or before the Outside Date.

Section 7.2.      Effect of Termination.

(a)            If this Agreement is validly terminated pursuant to Section 7.1 above, this Agreement will forthwith become null and void, and, except as set forth in this Section 7.2, there will be no liability or obligation on the part of, Purchaser or Seller (or any of their respective officers, directors, managers, employees, agents or other representatives or Affiliates) in respect to this Agreement, except that the provisions with respect to Section 8.15 continue to apply following any such termination.

(b)            Notwithstanding any other provision in this Agreement to the contrary, upon termination of this Agreement pursuant to clauses (c) or (d) of Section 7.1 above, Seller will remain liable to Purchaser for any breach of this Agreement by Seller existing at the time of such termination, and upon termination of this Agreement pursuant to clause (c) of Section 7.1 above, Purchaser will remain liable to Seller for any breach of this Agreement by Purchaser existing at the time of such termination, and Seller or Purchaser, as the case may be, may seek such remedies, including damages and attorneys' fees, against the other with respect to any such breach as are provided in this Agreement or as are otherwise available at Law or in equity.

ARTICLE VIII
MISCELLANEOUS

Section 8.1.      Governing Law. This Agreement will be construed in accordance with, and governed in all respects by, the laws of the State of Delaware (without giving effect to principles of conflicts of law).

Section 8.2.      Venue and Jurisdiction.

(a)            Except as described in Section 2.8(e), if any Matter or other legal action relating to this Agreement is brought or otherwise initiated, the exclusive venue therefor will be in a state or federal court located in the State of Delaware, which will be deemed to be a convenient forum. Purchaser and the Selling Parties hereby expressly and irrevocably consent and submit to the jurisdiction of the state court or federal court located in the State of Delaware.

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(b)            To the extent permitted by applicable Legal Requirements, each of the parties hereto hereby irrevocably waives any and all right to a trial by jury in any Matter arising out of or related to this Agreement or the Transaction Documents or the transactions contemplated hereby or thereby.

Section 8.3.      Notices. Any notice or other communication required or permitted to be delivered to a party under this Agreement must be in writing and will be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service, by facsimile or, via electronic mail) to the address, facsimile telephone number, or the electronic mail address set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other party):

if to Purchaser or Parent:

Bioanalytical Systems, Inc.

2701 Kent Avenue

West Lafayette, IN 47906

Attn: Jill C. Blumhoff

Email: jblumhoff@basinc.com

with a copy (which shall not constitute notice) to:

Ice Miller LLP

One American Square

Suite 2900

Indianapolis, IN 46282

Attn: Stephen J. Hackman

Email: Stephen.Hackman@icemiller.com

If to Seller:

Pre-Clinical Research Services, Inc.

1512 Webster Court

Fort Collins, CO 80524

Attn. Donald H. Maul, DVM, MS

Email: don.maul@preclinicalresearch.com

If to the Shareholder:

Donald H. Maul, DVM, MS

675 Red Mountain Road

Livermore, CO 80536

E-mail: don.maul@preclinicalresearch.com

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with a copy (which shall not constitute notice) of any notice to Seller or the Shareholder to:

Coan, Payton & Payne, LLC

103 W. Mountain Avenue, Suite 200

Fort Collins, CO 80524

Attn: G. Brent Coan

Email: gbcoan@cp2law.com

Section 8.4.      Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Purchaser and Seller, except as Purchaser reasonably believes, after receiving the advice of outside counsel and after informing all other parties to this Agreement, another form of press release may be required by Legal Requirement or by the rules of a national securities exchange or trading market. Thereafter, so long as this Agreement is in effect, neither Seller nor Purchaser shall issue or cause the publication of any press release or other announcement with respect to this Agreement or the transactions contemplated hereby without the prior consultation of the other party, except as Purchaser reasonably believes, after receiving the advice of outside counsel and after informing all other parties to this Agreement, another form of press release may be required by Legal Requirement or by the rules of a national securities exchange or trading market.

Section 8.5.      Assignment. No party hereto may assign any of its rights or delegate any of its obligations under this Agreement (whether voluntarily, involuntarily, by way of merger or otherwise) to any other Person without the prior written consent of the other party which consent shall not be unreasonably withheld or delayed provided that Purchaser may assign its rights hereunder for collateral security purposes to any lender or lenders, or agent therefor, providing financing to Purchaser or any of its Affiliates in connection with the transactions contemplated hereby, or to any assignee or assignees of any such lender, lenders or agent so long as any such assignment does not negatively affect or change the rights and obligations of any Seller Party. Even if approved, no such assignment will relieve the assigning party of its obligations under this Agreement.

Section 8.6.      Parties in Interest. Nothing in this Agreement is intended to provide any rights or remedies to any Person other than the parties hereto.

Section 8.7.      Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Purchaser. As between Purchaser and Seller, Purchaser shall have no obligation to give bulk transfer notices to creditors, claimants or other Persons.

Section 8.8.      Severability. In the event that any provision of this Agreement, or the application of such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.

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Section 8.9.       Specific Performance. The parties hereto 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 hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any state or federal court located in the jurisdiction in which the conduct to be enjoined or specifically enforced is occurring, in addition to any other remedy to which they are entitled at law or in equity.

Section 8.10.      Entire Agreement. This Agreement and the Transaction Documents set forth the entire understanding of the parties hereto and supersede all other agreements and understandings among the parties relating to the subject matter hereof and thereof.

Section 8.11.      Waiver. No failure on the part of a party hereto to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of such party in exercising any power, right, privilege or remedy under this Agreement, will operate as a waiver thereof; and no single or partial exercise of any such power, right, privilege or remedy will preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Any waiver of any provision of this Agreement and any consent given hereunder must be in writing signed by the party sought to be bound. The waiver by any party of breach or violation of any provision of this Agreement will not operate as, or be construed to constitute, a waiver of any subsequent breach or violation of the same or any other provision hereof.

Section 8.12.      Amendments. This Agreement may not be amended, modified, altered or supplemented except by means of a written instrument executed on behalf of each party hereto.

Section 8.13.      Counterparts. This Agreement may be executed in several counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement.

Section 8.14.      Interpretation of Agreement.

(a)            Each party hereto acknowledges that it has participated in the drafting of this Agreement, and any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in connection with the construction or interpretation of this Agreement.

(b)            Whenever required by the context hereof, the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; and the neuter gender will include the masculine and feminine genders.

(c)            As used in this Agreement, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, and will be deemed to be followed by the words "without limitation."

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(d)            Unless the context otherwise requires, references in this Agreement to "Sections," "Schedules" and "Exhibits" are intended to refer to Sections of and Schedules and Exhibits to this Agreement.

(e)            The table of contents of this Agreement and the headings contained in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement and will not be referred to in connection with the construction or interpretation of this Agreement.

Section 8.15.      Expenses. Except as otherwise expressly provided herein, each party hereto shall bear his, her, or its own costs and expenses (including legal fees and expenses) incurred in connection with the Transaction Documents and transactions contemplated thereby.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed as of the date first set forth above.

SELLER:
PRE-CLINICAL RESEARCH SERVICES, INC.
By:
	Donald H. Maul, DVM, MS
	President
SHAREHOLDER:
	Donald H. Maul, DVM, MS

PURCHASER:
BRONCO RESEARCH SERVICES LLC
By:
	Robert Leasure, Jr.
	President
PARENT:
BIOANALYTICAL SYSTEMS, INC.
By:
	Robert Leasure, Jr.
	President and CEO

EXHIBIT A

Seller Promissory Note

THIS UNSECURED SUBORDINATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS IT IS FIRST REGISTERED UNDER SUCH LAWS OR UNLESS MAKER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF CERTAIN SENIOR DEBT PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT (AS DEFINED HEREIN). THIS INSTRUMENT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNTIL THE PURCHASER, ASSIGNEE OR TRANSFEREE HAS BECOME A PARTY TO AND BOUND BY THE SUBORDINATION AGREEMENT.

UNSECURED SUBORDINATED PROMISSORY NOTE

$800,000.00 Date of Issuance: [•], 2019

FOR VALUE RECEIVED, Bronco Research Services LLC, an Indiana limited liability company ("Maker"), hereby promises to pay to the order of Pre-Clinical Research Services Inc., a Colorado corporation ("Holder") the principal amount of Eight Hundred Thousand and 00/Dollars ($800,000.00), together with interest as provided herein.

1.            Definitions. As used herein, the following capitalized terms shall have the respective meanings set forth below:

"Business Day" means any day other than Saturday, Sunday and any day on which commercial banks in the State of Indiana or the State of Colorado are authorized by law to be closed.

"Event of Default" has the meaning assigned to such term in Section 4.

"Note" means this Unsecured Subordinated Promissory Note.

"Payment Date" has the meaning assigned to such term in Section 2(b).

"Purchase Agreement" has the meaning assigned to such term in Section 10.

"Subordination Agreement" means that certain Subordination Agreement dated [•], 2019, made by Holder in favor of First Internet Bank, as the same may be amended, restated, modified, supplemented or replaced from time to time.

2.            Time and Manner of Payments; Calculation of Interest; Principal Payment Schedule.

(a)           All payments of principal and interest shall be made to Holder by check or wire transfer of immediately available United States funds sent to Holder at the address set forth in Section 8, or at such other address as Holder shall direct in writing, or such bank account of Holder as Holder shall direct in writing. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day.

(b)           Subject to early payment or set-off as provided elsewhere in this Note and to the provisions of Section 7, the principal of this Note and the interest due thereon shall be due and payable in fifty-nine (59) monthly installments of Eight Thousand Two Hundred Ninety-One and 07/100 Dollars ($8,291.07), on the first day of each month commencing January, ___ 2020 with the final payment of $453,019.27 due and payable on December ___, 2024 (each a "Payment Date").

(c)           The outstanding principal balance of this Note shall bear interest (computed on the basis of a 365/366-day year for the actual number of days elapsed) at the rate of four and one-half percent (4.5%) per annum from the date hereof until paid. Notwithstanding anything contained herein to the contrary, in no event shall the interest payable on this Note exceed the maximum rate permitted by applicable law.

(d)           In the event that any payment due under this Note is not received by Holder within five (5) days from the date it is due, Maker shall pay to Holder a late payment penalty in an amount equal to Fifty and 00/Dollars ($50.00).

3.            Prepayment. Subject to the terms of Section 7 hereof, at any time, Maker may prepay all or any portion of the unpaid balance of the principal hereof, without premium or penalty. All sums received in prepayment shall first be applied in payment of accrued but unpaid interest, if any, and the excess, if any, shall be applied to payment of principal. Unless the Maker and Holder otherwise agree in writing, any prepayment applied to principal shall be applied equally to the remaining principal payments otherwise due on the remaining Payment Dates.

4.            Events of Default. Each of the following events constitutes an "Event of Default" hereunder (except that Maker’s proper exercise of its set-off rights under Section 10 of this Note shall not constitute an Event of Default under this Section 4):

(a)           If any installment of principal or interest is not paid by Maker when due and such non-payment continues for a period of five (5) Business Days after notice of such failure has been given to Maker; provided, however, that such non-payment shall not be an Event of Default if such payment is prohibited by the terms of any Senior Indebtedness or the Subordination Agreement; or

(b)           If Maker becomes insolvent or generally fails to pay, or admits in writing its inability to pay, debts as they become due; or Maker applies for, consents to or acquiesces in the appointment of a trustee, receiver or other custodian for Maker or any property or assets of Maker, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for Maker or for a substantial part of the property or assets of Maker and is not discharged within ninety (90) days; or any bankruptcy, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or liquidation proceeding, is commenced in respect of Maker and if such case or proceeding is not commenced by Maker it is consented to or acquiesced in by Maker or if such case or proceeding is not vacated, stayed or dismissed within ninety (90) days of such commencement.

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5.            Remedies Upon an Event of Default. Subject to Section 7 hereof, if an Event of Default occurs and is continuing, then this Note shall become immediately due and payable upon written declaration to that effect delivered by Holder to Maker, unless any such declaration or demand is prohibited by the terms of the Subordination Agreement. Upon this Note becoming due and payable under this Section 5, this Note will forthwith mature and the entire unpaid principal amount of this Note, plus all accrued and unpaid interest thereon, shall be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby expressly waived by Maker. The per annum rate of interest applicable at all times after the occurrence and during the continuance of an Event of Default will be the applicable rate of interest set forth in Section 2(c), plus an additional 2.00%.

6.            Remedies. The rights and remedies provided by this Note shall be cumulative, and shall be in addition to and not exclusive of any other rights and remedies available at law or in equity. The exercise or waiver by Holder of any right or remedy available under this Note shall not be deemed to be a waiver of any other right or remedy available under this Note, at law or in equity.

7.            Subordination and Nature of Obligation. All claims of Holder hereunder and Maker’s ability to make payments to Holder hereunder shall be subject in all respects to the terms of the Subordination Agreement. Holder shall from time to time as required by the current or future holders of Senior Liabilities (as defined in the Subordination Agreement) execute and deliver documentation (including without limitation amendments or replacements of the Subordination Agreement) effectuating or confirming the subordination of the obligations of Maker under this Note to any indebtedness hereafter created, incurred, assumed, or guaranteed by Maker.

8.            Notices. All notices, requests or other communications required or permitted hereunder shall be given in writing by hand delivery, registered mail, certified mail or overnight courier, return receipt requested, postage prepaid, or electronic mail, to the party to receive the same at its respective address set forth below, or at such other address as may from time to time be designated by such party to the other in accordance with this Section 8:

If to Maker:                 Bioanalytical Systems, Inc.

2701 Kent Avenue

West Lafayette, IN 47906

Attn: Jill C. Blumhoff

Email: jblumhoff@basinc.com

If to Holder:                Pre-Clinical Research Services Inc.

675 Red Mountain Road

Livermore, CO 80536

Attn: Donald H. Maul, DVM, MS

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with a copy (which shall not constitute notice) of any notice to Holder:

Coan, Payton & Payne, LLC

103 W. Mountain Avenue, Suite 200

Fort Collins, CO 80524

Attn: G. Brent Coan

Email: gbcoan@cp2law.com

All such notices and communications hereunder shall be deemed given when received, as evidenced by the acknowledgment of receipt issued with respect thereto by the applicable postal authorities or the signed or electronic acknowledgment of receipt of the person to whom such notice or communication shall have been addressed.

9.            Assignability. Neither Maker nor Holder may assign any of its rights or delegate any of its obligations under this Note (whether voluntarily, involuntarily, by way of merger or otherwise) to any other person or entity without the prior written consent of the other party; provided that (a) Holder may assign any of its rights or delegate any of its obligations under this Note to its shareholder without the consent of Maker and to the extent so assigned the shareholder shall have the right to further assign any of his rights or delegate any of his obligations under this Note to a trust or other estate planning vehicle over which he exercises full control and (b) Maker shall have the right and the obligation, without the consent of Holder to assign all but not less than all of its obligations under this Note to any purchaser of a material portion of its assets or the line of business that includes the Purchased Assets or the Business (as each are defined in the Purchaser Agreement) or to a successor as part of Maker's reorganization, sale or merger to or with such successor. In the event of such assignment by Maker, the assignee must deliver an executed assumption of the obligations under this Note to Holder and Maker and its assignee shall be jointly and severally liable on this Note. In lieu of such assignment and assumption by Maker and its assignee, this Note may be paid in full at the time of the sale or other transfer of a material portion of its assets or the line of business that includes the Purchased Assets or the Business (as each are defined in the Purchaser Agreement) or transfer to a successor as part of Maker's reorganization, sale or merger to or with such successor.

10.          Set-Off Rights. Any payment to which Maker becomes entitled pursuant to that certain Asset Purchase Agreement, dated as of the date hereof, by and among Maker, Holder, Bioanalytical Systems, Inc. and the shareholder of Holder (the "Purchase Agreement"), including with respect to any rights to indemnification under the Purchase Agreement, may be set-off by Maker on a dollar-for-dollar basis against the remaining principal amount of this Note or accrued interest thereon in accordance with Section 6.5(b) of the Purchase Agreement. Any set-off right provided for in this Section 10 shall for all purposes be treated as a reduction in the Purchase Price under the Purchase Agreement and shall reduce the amount to be paid under this Note consistent with the terms of Section 3 above. Notwithstanding the provisions of Section 4 or any other section hereof, the exercise of any rights pursuant to this Section 10 shall not constitute an Event of Default under this Note.

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11.         Severability. If a court of competent jurisdiction makes a final determination that any term or provision of this Note is invalid or unenforceable, and all rights to appeal the determination have been exhausted or the period of time during which any appeal of the determination may be perfected has been exhausted without appeal, the remaining terms and provisions shall be unimpaired and the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that most closely approximates the intention of the parties with respect to the invalid or unenforceable term or provision, as evidenced by the remaining valid and enforceable terms and conditions of this Note.

12.         Amendment. This Note may not be modified, amended or waived in any manner, except by a written instrument signed by Maker and Holder.

13.         No Waiver. Failure of Holder, for a period of time or on more than one occasion, to exercise its option to accelerate any payments due hereunder shall not constitute a waiver of the right to exercise the same at any time during the continued existence of the Event of Default or in the event of any subsequent Event of Default. Holder shall not by any other omission or act be deemed to waive any of its rights or remedies hereunder unless such waiver be in writing and signed by Holder, and then only to the extent specifically set forth therein. A waiver in connection with one event shall not be construed as continuing or as a bar to or waiver of any right or remedy in connection with a subsequent event.

14.         Governing Law. The validity, performance, enforcement, interpretation and any other aspect of this Note shall be governed by the laws of the State of Delaware, notwithstanding the choice of law provisions of the venue where the action is brought, where the violation occurred, where either party may be located, or any other jurisdiction. The parties hereby agree and consent to the exclusive jurisdiction of the state or federal courts located in the State of Delaware and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in any such court.

15.         Waiver of Jury Trial. For any action or proceeding which is permitted under this Note, each party hereby expressly and irrevocably waives any right to a trial by jury in such action or proceeding, including, but not limited to, those actions or proceedings to enforce or defend any rights under this Note or under any amendment, consent or waiver in connection with this Note. Each Party agrees that in any such action or proceeding, the matters shall be tried to a court and not to a jury.

16.         Headings. The article, section and paragraph headings in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note.

17.         Attorneys’ Fees. Maker agrees to reimburse Holder for all reasonable costs and expenses, including attorneys' fees and court costs, incurred to collect this Note or any installment hereunder if not paid when due.

18.         Waiver. Maker, and all others now or hereafter obligated hereon, whether primarily or secondarily, hereby waives presentment, demand for payment, protest for nonpayment, notice of dishonor, diligence in collection, and all other indulgences, and expressly agrees that this Note may be extended without in any manner affecting, altering, releasing, or limiting Maker’s liability hereon.

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19.         Binding Effect. This Note shall inure to the benefit of Holder and its representatives, successors and permitted assigns, by operation of law or otherwise, and shall be binding upon Maker and its representatives, successors and permitted assigns by operation of law or otherwise.

20.         Counterparts. This Note may be executed in two (2) counterparts, each of which taken together shall constitute one Note.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Maker has executed, acknowledged, and delivered this Note as of the date set forth above.

"MAKER"
BRONCO RESEARCH SERVICES LLC,
an Indiana limited liability company
By:
	Robert Leasure, Jr., President and CEO

Accepted and Agreed to as of the date first written above.

"HOLDER"
PRE-CLINICAL RESEARCH SerVICeS INC.
By:
	Donald H. Maul, DVM, MS, President

Signature Page to Unsecured Subordinated Promissory Note

EXHIBIT B

Calculation of Net Working Capital

Net Working capital Calculation	TTM Average NWC		Sept19
Current Assets
Accounts Receivable				502,179
Less Customer Credit				(5,132	)
Net Accounts Receivable		461,480		497,047
Accrued Revenue		50,740		70,618
Prepaid Expenses		57,929		72,697
Total Current Assets Acquired		570,149		640,362
Current Liabilities
Accounts Payable		108,457		151,314
Accrued payroll		26,900		21,791
Vacation Accrual		117,832		124,360
Prepaid / Unearned Revenue		51,961		69,242
Total Current Liabilities		305,150		366,708
Net Working Capital at 9/30/19				273,655
Target NWC - (Average NWC TTM)		265,000

EXHIBIT C

Forms of Key Employee Employment Offer Letters

SCHEDULES

[Schedules to be provided.]

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

This Amended and Restated Credit Agreement (the “Agreement”) is entered into effective as of the 1st day of December, 2019, by and between Bioanalytical Systems, Inc., an Indiana corporation (“Borrower”), and FIRST INTERNET BANK OF INDIANA, an Indiana state bank (“Bank”).

Section 1.  Definitions.

Certain capitalized terms have the meanings set forth on Exhibit 1 hereto or in the Security Agreement. All financial terms used in this Agreement but not defined on Exhibit 1 or in the Security Agreement have the meanings given to them by generally accepted accounting principles. All other undefined terms have the meanings given to them in the Indiana Uniform Commercial Code.

Section 2.   Loans.

2.1.         Revolving Credit Loans. (a)  Subject to the terms and conditions of this Agreement, Bank hereby extends or continues to extend to Borrower a revolving line of credit facility (the “Facility”) under which Bank shall make loans (the “Revolving Loans”) to Borrower at Borrower’s request from time to time during the term of this Agreement in an aggregate amount not to exceed Five Million and No/100 Dollars ($5,000,000.00). Borrower may, from time to time, borrow, repay (without penalty or charge), and reborrow under the Facility, provided that the principal amount of all Revolving Loans outstanding at any one time under the Facility will not exceed the lesser of (i) Five Million and No/100 Dollars ($5,000,000.00) and (ii) the Borrowing Base (the “Revolving Loan Availability”). If the amount of Revolving Loans outstanding at any time under the Facility exceeds the Revolving Loan Availability, Borrower will, upon request, immediately pay the amount of such excess to Bank in cash. In the event Borrower fails to pay such excess following any such request, Bank may, in its discretion, setoff such amount against Borrower’s accounts at Bank, if any, and, if such excess is not satisfied by such setoff, declare an Event of Default.

(b)          Borrower may request a Revolving Loan by written or telephone notice to Bank. Bank will make Revolving Loans by crediting the amount thereof to Borrower’s account at Bank, if any, or as otherwise directed by Borrower and approved by Bank. Loan proceeds will be used for general business purposes.

(c)          On June 23, 2017, Borrower originally issued and delivered to Bank a revolving note in the original principal amount of Two Million and No/100 Dollars ($2,000,000.00) (the “Original Note”), which Original Note has been previously amended and is being further amended and restated as of December 1, 2019 in the maximum principal amount of Five Million and No/100 Dollars ($5,000,000.00) in the form attached hereto as Exhibit 2.1C (the “Revolving Note”), bearing interest and repayable as specified in the Revolving Note.

(d)          The term of the Facility will expire on January 31, 2021, and the Revolving Note will become payable in full on that date.

(e)          On the date hereof, Borrower shall pay to Bank, for Bank’s sole account in immediately available funds, a non-refundable fee associated with the Facility in the amount of Thirty Thousand and No/100 Dollars ($30,000.00).

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2.2          Term Loan. (a)  Subject to the terms and conditions hereof, Bank shall continue a term loan (the “Term Loan”) originally made to Borrower on June 23, 2017 in the aggregate amount of Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00). The unpaid principal balance, together with all accrued but unpaid interest and reimbursable expenses, shall be payable in accordance with the terms of the Term Loan as evidenced by a Term Loan Note (the “Term Note”) issued by Borrower to Bank on June 23, 2017 with a final maturity date of June 23, 2022, and otherwise in substantially the form of Exhibit 2.2.

(b)          The proceeds of the Term Loan refinanced Borrower’s debt with The Huntington Bank and also were available for general business purposes.

(c)          Borrower shall have the right to prepay the principal of the Term Loan in accordance with the provisions and prepayment penalties set forth in the Term Note. Early principal payments will not, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make regular monthly payments required by the Term Note. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Term Note, and Borrower will remain obligated to pay any further amount owed to Bank.

2.3          Term Loan #2 (a)  Subject to the terms and conditions hereof, Bank shall continue a term loan (the “Term Loan #2”) originally made to Borrower on July 2, 2018 in the aggregate amount of Five Million Five Hundred Thousand and No/100 Dollars ($5,500,000.00). The unpaid principal balance, together with all accrued but unpaid interest and reimbursable expenses, shall be payable in accordance with the terms of the Term Loan #2 as evidenced by a Term Loan Note (the “Term Note #2”) issued by Borrower to Bank on July 2, 2018 with a final maturity date of July 2, 2023, and otherwise in substantially the form of Exhibit 2.3.

(b)          The proceeds of the Term Loan #2 supported the acquisition of Seventh Wave Laboratories, LLC and also were available for general business purposes.

(c)          Borrower shall have the right to prepay the principal of the Term Loan #2 in accordance with the provisions and prepayment penalties set forth in the Term Note #2. Early principal payments will not, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make regular monthly payments required by the Term Note #2. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Term Note #2, and Borrower will remain obligated to pay any further amount owed to Bank.

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2.4          Construction Loan. (a)  Subject to the terms and conditions hereof, Bank shall continue a construction draw loan (the “Construction Loan”) originally made to Borrower on September 28, 2018 in the aggregate amount not to exceed the Maximum Amount. Subject to the terms of Section 2.6 set forth herein and so long as no Event of Default has occurred, Borrower may obtain advances under the Construction Loan until the Term-Out Date, at which time Borrower’s right to obtain advances under the Construction Loan shall terminate and the unpaid principal balance, together with all accrued but unpaid interest and reimbursable expenses, shall be payable in accordance with the terms of that certain Construction Loan Note issued by Borrower to Bank dated September 28, 2018, as amended, modified or restated from time to time (the “Construction Loan Note”). The term of the Construction Loan shall expire on March 28, 2025 (the “Construction Loan Maturity Date”), unless the Construction Loan is sooner paid pursuant to the terms hereof.

(b)          The proceeds of the Construction Loan funded construction of an 11,300 square foot building expansion on Premises #2 (the “Project”).

(c)          Borrower shall have the right to prepay the principal of the Construction Loan in accordance with the provisions and prepayment penalties set forth in the Construction Loan Note. Early principal payments will not, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make regular monthly payments required by the Construction Loan Note. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Construction Loan Note, and Borrower will remain obligated to pay any further amount owed to Bank.

2.5          Equipment Loan. (a)  Subject to the terms and conditions hereof, Bank shall continue an equipment draw loan (the “Equipment Loan”) originally made to Borrower on September 28, 2018 in the aggregate amount of One Million Four Hundred Twenty-Nine Thousand Two Hundred Fifty and No/100 Dollars ($1,429,250.00). So long as no Event of Default has occurred, Borrower may obtain advances under the Equipment Loan until the Term-Out Date, at which time Borrower’s right to obtain advances under the Equipment Loan shall terminate and the unpaid principal balance, together with all accrued but unpaid interest and reimbursable expenses, shall be payable in accordance with the terms of that certain Equipment Loan Note issued by Borrower to Bank dated September 28, 2018, as amended, modified or restated from time to time (the “Equipment Loan Note”). The term of the Equipment Loan shall expire on March 28, 2025 (the “Equipment Loan Maturity Date”), unless the Equipment Loan is sooner paid pursuant to the terms hereof.

(b)          The proceeds of the Equipment Loan will be used to fund equipment needs for the Project.

(c)          Borrower shall have the right to prepay the principal of the Equipment Loan in accordance with the provisions and prepayment penalties set forth in the Equipment Loan Note. Early principal payments will not, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make regular monthly payments required by the Equipment Loan Note. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Equipment Loan Note, and Borrower will remain obligated to pay any further amount owed to Bank.

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2.6          Disbursement Requirements

(a) General Disbursement Requirements. In addition to the requirements of Section 2.6(b)-(c) hereof, all requests for disbursements of Construction Loan proceeds, including payments to be made to the Contractor or pursuant to any construction management agreement to be approved by the Bank pursuant to this Agreement, shall be made in accordance with the following requirements. These procedures are solely for the benefit of the Bank and do not constitute the Bank as the agent of the Borrower. The Borrower has no right to rely on these procedures for the protection of its interests. All disbursement requests shall be submitted to the Bank shall include a standard AIA Document G702 and G703, or such other form as shall be approved by the Bank, shall be approved by the Inspecting Architect, shall be certified as accurate by the Contractor and the Borrower, and shall indicate thereon the total cost of the Site Improvements authorized by the Bank and commenced by the Borrower, the total value of work in place or stored on Premises #2 for the Project, the total amounts previously disbursed by category of work for the Project, the amounts for which disbursement is then being requested and the cost of completing the Project. Each request for disbursement shall be subject to approval by the Bank and, following such approval, the Bank shall cause to be transferred by (i) direct deposit to the Borrower’s account with the Bank, or (ii) to such other person or entity as the Borrower may direct and as may be acceptable to the Bank, an amount not to exceed the approved amount of disbursement. The funds shall be either paid directly to the person or entity as directed by the Borrower or transferred by direct deposit or check to the Borrower’s checking account within not more than five (5) days following the date of approval of the disbursement by the Bank. The Borrower shall be responsible for advising the Bank of any delays in receiving any disbursement and shall allow the Bank a reasonable opportunity to cure any defect or deficiency in such transfer. Each disbursement request by the Borrower shall be deemed to be a request and consent to the disbursement of Construction Loan proceeds up to the amount of such request, plus any unpaid interest, fees and expenses, which may be then owed by the Borrower, and each transfer of Construction Loan proceeds in accordance herewith shall, as of the day of such transfer by the Bank, be deemed to be an authorized disbursement of Construction Loan proceeds, thereby increasing the principal balance due under the Construction Loan Note. Except for payment by the Bank of Inspecting Architect’s fees, disbursements shall be made not more frequently than monthly.

(b)          Requirements for Interim Disbursements. Unless waived in whole or in part by the Bank or the Bank’s representative, the Borrower shall submit the following items to the Bank prior to or together with each request for disbursement of Construction Loan proceeds:

(i)           A current endorsement to the title commitment by the appropriate title insurance company in which the title insurance company shall increase the amount of the title insurance coverage to the total principal amount then outstanding under the Construction Loan.

(ii)          Such certificates by the Contractor and the Borrower as shall be requested by the Bank.

(iii)         Disbursement requests on Form AIA G702 and AIA G703 and photocopies of all bills and invoices from all contractors, subcontractors, suppliers and materialmen requesting payment.

(iv)         Lien waivers from the Contractor with respect to disbursements as set forth in Section 2.6(b)(iii) and from all contractors, subcontractors, suppliers and materialmen (“Subcontractors”) with contracts over $25,000.00 with respect to the immediately prior disbursements.

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(v)          A revised and updated Cost Breakdown reflecting the effects of approved change orders (not to exceed $25,000 without Bank’s consent), detailing the amount of any costs savings or overruns, and indicating the amount, if any, of additional equity required from the Borrower to maintain a loan-to-value of not greater than eighty-five percent (85%).

(vi)         The Borrower shall submit monthly and before each disbursement of Construction Loan proceeds the revised budgets of the Project indicating all amounts previously spent and projected to be spent for Site Improvements and Building, proceeds received, interest, architectural fees, engineering fees, legal fees, accounting fees, commitment fees, title insurance, inspection fees, recording fees, and release fees through the termination of the Project certified by the authorized representative of the Borrower, in form and substance acceptable to the Bank, including that such budgets and cash flow projections have been prepared on a basis consistent with those previously provided to the Bank and that the assumptions upon which they were prepared are reasonable and have not been changed from previous submissions except as indicated therein.

(vii)        The Inspecting Architect shall have physically inspected the Project and approved the disbursement request.

(viii)       If the Borrower shall not have included any interest, fees or expenses then payable to the Bank or for which the Bank shall require immediate reimbursement, the Borrower shall so indicate to the Bank and shall pay such amount to the Bank and if not paid when due and after any applicable cure period, the Bank is authorized to disburse such interest to itself and add such amount to the principal outstanding hereunder.

(c)          Requirements For Final Disbursement. In addition to the requirements set forth hereinabove for interim disbursements, the following conditions shall be satisfied and the following additional items shall be required for the final disbursement of Construction Loan proceeds:

(i)           The Project shall be substantially completed in accordance with the provisions set forth herein and shall be ready for use in the Borrower’s business. Substantial completion of the Site Improvements shall be evidenced by such proof as the Bank may in its reasonable discretion require, which proof shall include, but not be limited to, the following:

(a)           Inspection by a representative or agent of the Bank and certification of completion by the Inspecting Architect;

(b)          An affidavit by the Contractor certifying that construction of the Site Improvements and Building has been completed in accordance with the Plans and Specifications previously approved by Bank and all governmental authorities, that the Contractor has been (or will be with proceeds of the final disbursement) paid in full for such work, that all subcontractors, laborers, materialmen and suppliers of labor or material to the Project at the request of the Contractor have been paid in full and that no such person or entity claims or has a right to claim a valid mechanic’s or materialmen’s lien on Premises #2 or any part thereof, and containing such other customary representations as the Bank shall deem reasonably appropriate;

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(c)          An updated as-built survey showing that all Site Improvements and Building are complete and indicating all easements, rights-of-way and all other encumbrances and exceptions. Such as-built survey shall be accompanied by a certificate from the surveyor indicating compliance with the ALTA Minimum Standard Detail Requirements. Such certificate shall be addressed to the Borrower, the Bank and the appropriate title company;

(d)          Original waivers of lien from the Contractor and from all subcontractors who will receive any of such proceeds;

(e)           Satisfactory evidence of connection of all public utilities to the Project; and

(f)           An affidavit by the Borrower certifying that to its knowledge construction of the Site Improvements and the Building is substantially complete in all material respects and has been performed in accordance with the plans and specifications previously approved by all governmental authorities, that all necessary occupancy, drainage and zoning licenses, certificates, approvals and/or permits have been issued, that all contractors and suppliers for the Project have been (or will be with proceeds of the final disbursement) fully paid and no one has currently filed or has a right to file a valid mechanic’s or materialmen’s lien on the Project or any part thereof, that there are no liens or encumbrances on all or any part of the Project other than those in favor of the Bank or those which have been approved in writing by the Bank, that all utilities are provided by governmental or public utility entities and have been connected to the Building, as appropriate, that Premises #2 is not located in a flood hazard area, that Premises #2 is not in violation of federal or state law provisions regarding the removal of hazardous waste from Premises #2, and certifying to all other customary matters which may reasonably be requested by the Bank.

(ii)          The appropriate title company shall issue a final endorsement to its policy, agreeing to delete all standard exceptions, including survey exceptions, from its final title insurance policy, and including a 3.1 zoning endorsement thereto. The title insurance commitment shall indicate that there are no recorded liens or encumbrances on or security interests in Premises #2 or the Borrower’s interest in Premises #2 or any collateral defined in this Agreement other than (i) utility easements, (ii) any items that have been approved by the Bank, and (iii) any other items permitted under the Loan Documents.

2.7          Term Loan #3. (a)  Subject to the terms and conditions hereof, Bank shall continue a term loan (the “Term Loan #3”) originally made to Borrower on May 1, 2019 in the aggregate amount of One Million Two Hundred Seventy Thousand Six Hundred Forty-Six and 10/100 Dollars ($1,270,646.10). The unpaid principal balance, together with all accrued but unpaid interest and reimbursable expenses, shall be payable in accordance with the terms of the Term Loan #3 as evidenced by a Term Loan Note (the “Term Note #3”) issued by Borrower to Bank on May 1, 2019 with a final maturity date of November 1, 2025, and otherwise in substantially the form of Exhibit 2.7.

(b)          The proceeds of the Term Loan #3 supported the acquisition of the assets of Smithers Avanza Toxicology Services LLC and also were available for general business purposes.

(c)          Borrower shall have the right to prepay the principal of the Term Loan #3 in accordance with the provisions and prepayment penalties set forth in the Term Note #3. Early principal payments will not, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make regular monthly payments required by the Term Note #3. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Term Note #3, and Borrower will remain obligated to pay any further amount owed to Bank.

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2.8          Capex Line of Credit. (a)  Subject to the terms and conditions hereof, Bank shall continue an equipment draw loan (the “Capex Line of Credit”) originally made to Borrower on May 1, 2019 in the aggregate amount of One Million One Hundred Thousand and No/100 Dollars ($1,100,000.00). So long as no Event of Default has occurred, Borrower may obtain advances under the Equipment Loan until December 1, 2019, at which time Borrower’s right to obtain advances under the Capex Line of Credit shall terminate. The unpaid principal balance, together with all accrued but unpaid interest and reimbursable expenses, shall be payable in accordance with the terms of that certain Capex Line of Credit Note issued by Borrower to Bank on May 1, 2019, as amended, modified or restated from time to time (the “Capex Line of Credit Note”), in substantially the form of Exhibit 2.8. The term of the Capex Line of Credit shall expire on June 30, 2020 (the “Capex Line of Credit Maturity Date”), unless the Capex Line of Credit is sooner paid pursuant to the terms hereof.

(b)          The proceeds of the Capex Line of Credit will be used to fund equipment needs of the Borrower and its Consolidated Subsidiaries.

(c)          Borrower shall have the right to prepay the principal of the Capex Line of Credit in accordance with the provisions and prepayment penalties set forth in the Capex Line of Credit Note. Early principal payments will not, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make regular monthly payments required by the Capex Line of Credit Note. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Capex Line of Credit Note, and Borrower will remain obligated to pay any further amount owed to Bank.

2.9       Term Loan #4.      (a)  Subject to the terms and conditions hereof, Bank shall make to Borrower a term loan (the “Term Loan #4”) on the date hereof in an aggregate amount of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00). The unpaid principal balance, together with all accrued but unpaid interest and reimbursable expenses, shall be payable in accordance with the terms of the Term Loan #4 as evidenced by a Term Loan Note (the “Term Note #4”) to be issued by Borrower to Bank dated on the date hereof with a final maturity date of June 1, 2025, and otherwise in substantially the form of Exhibit 2.9.

(b)          The proceeds of the Term Loan #4 will be used to support the acquisition of the assets of PreClinical Research Services, Inc. and for general business purposes.

(c)          Borrower shall have the right to prepay the principal of the Term Loan #4 in accordance with the provisions and prepayment penalties set forth in the Term Note #4. Early principal payments will not, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make regular monthly payments required by the Term Note #4. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Term Note #4, and Borrower will remain obligated to pay any further amount owed to Bank.

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(d)          On the date hereof, Borrower shall pay to Bank, for Bank’s sole account in immediately available funds, a non-refundable fee associated with the Term Loan #4 in the amount of Fifteen Thousand and No/100 Dollars ($15,000.00).

2.10     Term Loan #5.      (a)  Subject to the terms and conditions hereof, Bank shall make to Borrower a term loan (the “Term Loan #5”) on the date hereof in an aggregate amount not to exceed the lesser of (i) One Million Nine Hundred Thirty-Nine Thousand and No/100 Dollars ($1,939,000.00), or (ii) eighty percent (80%) of the appraised value of the Premises #3 (as defined herein). The unpaid principal balance, together with all accrued but unpaid interest and reimbursable expenses, shall be payable in accordance with the terms of the Term Loan #5 as evidenced by a Term Loan Note (the “Term Note #5”) to be issued by Borrower to Bank dated on the date hereof with a final maturity date of December 1, 2024, and otherwise in substantially the form of Exhibit 2.10.

(b)          The proceeds of the Term Loan #5 will be used to support the acquisition of certain real property located at 1512 Webster Court, Fort Collins, Colorado, consisting of 1.69 acres (the “Premises #3”) and all improvements thereon, and for general business purposes.

(c)          Borrower shall have the right to prepay the principal of the Term Loan #4 in accordance with the provisions and prepayment penalties set forth in the Term Note #4. Early principal payments will not, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make regular monthly payments required by the Term Note #4. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Term Note #4, and Borrower will remain obligated to pay any further amount owed to Bank.

(d)          On the date hereof, Borrower shall pay to Bank, for Bank’s sole account in immediately available funds, a non-refundable fee associated with the Term Loan #5 in the amount of Fourteen Thousand Five Hundred and No/100 Dollars ($14,500.00).

2.11     Capex Line of Credit Loan #2.      (a)  Subject to the terms and conditions hereof, Bank shall continue an equipment draw loan (the “Capex Line of Credit #2”) originally made to Borrower on December 1, 2019 in the aggregate amount of Three Million and No/100 Dollars ($3,000,000.00). So long as no Event of Default has occurred, Borrower may obtain advances under the Capex Line of Credit #2 until December 31, 2020, at which time Borrower’s right to obtain advances under the Capex Line of Credit shall terminate. The unpaid principal balance, together with all accrued but unpaid interest and reimbursable expenses, shall be payable in accordance with the terms of that certain Capex Line of Credit Note issued by Borrower to Bank on December 1, 2019, as amended, modified or restated from time to time (the “Capex Line of Credit Note #2”), in substantially the form of Exhibit 2.11. The term of the Capex Line of Credit #2 shall expire on December 31, 2020 (the “Capex Line of Credit #2 Maturity Date”), unless the Capex Line of Credit #2 is sooner paid pursuant to the terms hereof.

(b)          The proceeds of the Capex Line of Credit #2 will be used to fund equipment needs of the Borrower and its Consolidated Subsidiaries.

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(c)          Borrower shall have the right to prepay the principal of the Capex Line of Credit #2 in accordance with the provisions and prepayment penalties set forth in the Capex Line of Credit Note #2. Early principal payments will not, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make regular monthly payments required by the Capex Line of Credit Note #2. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse” or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Capex Line of Credit Note #2, and Borrower will remain obligated to pay any further amount owed to Bank.

(d)          On the date hereof, Borrower shall pay to Bank, for Bank’s sole account in immediately available funds, a non-refundable fee associated with the Capex Line of Credit #2 in the amount of Thirty Thousand and No/100 Dollars ($30,000.00).

Section 3.              Representations And Warranties.

Borrower, to its knowledge, hereby warrants and represents to Bank the following:

3.1.         Organization and Qualification. Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Indiana, has the necessary corporate power and authority to carry on its business and to enter into and perform this Agreement, the Notes and the other Loan Documents, is qualified and licensed to do business in each jurisdiction in which the failure to have such qualification would have a materially adverse effect on the Borrower. All information provided to Bank with respect to Borrower and its operations is true and correct in all material respects.

3.2.         Due Authorization. The execution, delivery and performance by Borrower of this Agreement, the Security Agreement, the Notes and the other Loan Documents have been duly authorized by all necessary corporate action of Borrower, and will not contravene any law or any governmental rule or order binding on Borrower, or the Articles of Incorporation or By-Laws of Borrower, nor violate any agreement or instrument by which Borrower is bound nor result in the creation of a Lien on any assets of Borrower except the Lien granted to Bank herein. Borrower has duly executed and delivered this Agreement, the Security Agreement, the Mortgage, the Notes and the other Loan Documents and they are valid and binding obligations of Borrower enforceable according to their respective terms except as limited by equitable principles and by bankruptcy, insolvency or similar laws affecting the rights of creditors generally. No notice to or consent by any governmental body is needed in connection with this transaction.

3.3.         Litigation. Except as disclosed on Exhibit 3.3 attached, there are no suits or proceedings pending or overtly threatened in writing against Borrower or its assets, and no proceedings before any governmental body are pending or overtly threatened in writing against Borrower, which in any case, if adversely determined, would have a material adverse effect on Borrower.

3.4.         Margin Stock. No part of the Loans will be used to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any margin stock.

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3.5.         Licenses, etc. Borrower has obtained any and all licenses, permits, franchises, governmental authorizations, patents, trademarks, copyrights or other rights necessary for the ownership of its properties and the conduct of its business, except to the extent the failure to have obtained any of the foregoing would not result in a material adverse effect on Borrower. Borrower possesses adequate licenses, patents, patent applications, copyrights, trademarks, trademark applications, and trade names to continue to conduct its business as heretofore conducted by it, without any conflict with the rights of any other person or entity. All of the foregoing are in full force and effect and none of the foregoing are in known conflict with the rights of others.

3.6.         Laws and Taxes. Borrower is in compliance in all material respects with all laws, regulations, rulings, orders, injunctions, decrees, conditions or other requirements applicable to or imposed upon Borrower by any law or by any governmental authority, court or agency. Borrower has filed all required tax returns and reports that are now required to be filed by it in connection with any federal, state and local tax, duty or charge levied, assessed or imposed upon Borrower or its assets, including unemployment, social security, and real estate taxes, except where the failure to file such tax returns or reports would not reasonably be expected to have a material adverse effect on Borrower. Borrower has paid all taxes which are now due and payable, other than any such taxes as are being contested by Borrower in good faith and by appropriate proceedings and for which adequate reserves have been set aside on Borrower's books to the extent required by GAAP. Except as disclosed in Exhibit 3.6 attached, no taxing authority has asserted or assessed any additional tax liabilities against Borrower which are outstanding on the date of this Agreement, and Borrower has not filed for any extension of time for the payment of any tax or the filing of any tax return or report.

3.7.         Financial Condition. All historical financial information relating to Borrower which has been or may hereafter be delivered by Borrower or on its behalf to Bank is or when delivered will be true and correct in all material respects and, in all material respects, has been or will be prepared in accordance with consistently applied sound accounting principles. Borrower has no material obligations or liabilities of any kind not disclosed in that financial information, and, since the submission of the most recent financial information to Bank, there has been no material adverse change in the financial condition of Borrower nor has Borrower suffered any damage, destruction or loss which has adversely affected its business or assets.

3.8.         Title. Borrower has good and marketable title to, or the right to use under valid leases, the assets reflected on the most recent balance sheet submitted to Bank, free and clear from all liens and encumbrances of any kind, except for: (a) liens securing (i) current taxes and assessments not yet due and payable or (ii) taxes being contested by Borrower in good faith and by appropriate proceedings for which adequate reserves have been set aside on Borrower's books to the extent required by generally accepted accounting principles, (b) liens and encumbrances, if any, reflected or noted on such balance sheet or notes thereto, (c) assets disposed of in the ordinary course of business, (d) any security interests, pledges, assignments or mortgages granted to Bank to secure the repayment or performance of the Obligations, (e) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of Borrower’s business (including such liens in favor of landlords, warehousemen and mechanics and similar liens) to the extent such liens secure Indebtedness or other obligations relating to claims or liabilities which are being contested in good faith by appropriate proceedings, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books in accordance with GAAP, (f) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property which do not interfere in any material respect with the use of such real property or ordinary conduct of the business of Borrower thereon or materially impair the value of the real property which may be subject thereto, (g) purchase money security interests in equipment (including capital leases), (h) pledges and deposits of cash by Borrower in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits, and (i) liens and encumbrances as disclosed on Exhibit 3.8 attached hereto (collectively, the “Permitted Liens”).

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3.9.         Defaults. Except as specifically disclosed in writing to Bank, Borrower is in compliance in all material respects with all material agreements applicable to it and there does not now exist any default or violation by Borrower of or under any of the terms, conditions or obligations of (a) its Articles of Incorporation or By-Laws, or (b) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement or other instrument to which Borrower is a party or by which it is bound, which would have a material adverse effect on Borrower and the Guarantor taken as a whole, and the consummation of the transactions contemplated by this Agreement will not result in such default or violation.

3.10.       Environmental Laws. (a)  Borrower has obtained all material permits, licenses and other authorizations or approvals which are required under Environmental Laws and except as disclosed in Exhibit 3.10 attached, Borrower is in compliance in all material respects with all terms and conditions of the required permits, licenses, authorizations and approvals, and is also in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws.

(b)          None of Borrower's executive officers is aware of, and Borrower has not received written notice of, any past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may reasonably be expected to interfere with or prevent compliance or continued compliance, in any material respect, with Environmental Laws, or may reasonably be expected to give rise to any material common law or legal liability, or otherwise form the basis of any material claim, action, demand, suit, proceeding, hearing, study or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling or the emission, discharge, release or threatened release into the environment, of any pollutant, contaminant, chemical, or industrial, toxic or hazardous substance or waste.

(c)          There is no civil, criminal or administrative action suit, demand, claim, hearing, notice or demand letter, notice of violation, investigation or proceeding pending or overtly threatened in writing against Borrower, relating in any way to Environmental Laws.

3.11.       Subsidiaries and Partnerships. Borrower has no subsidiaries other than Entity Guarantor and is not a party to any partnership agreement or joint venture agreement.

3.12.       ERISA. To Borrower's knowledge, Borrower and all individuals or entities along with Borrower that would be treated as a single employer under ERISA or the Internal Revenue Code of 1986, as amended (an “ERISA Affiliate”), are in compliance with all of their obligations to contribute to any “employee benefit plan” as that term is defined in Section 3(3) of ERISA and any regulations promulgated thereunder from time to time. To Borrower's knowledge, Borrower and each of its ERISA Affiliates are in compliance, in all material respects, with ERISA, and there exists no event described in Section 4043(b) thereof (“Reportable Event”).

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3.13        USA Patriot Act. Borrower represents and warrants that neither Borrower nor any of its affiliates is a country, individual or entity named on the Specifically Designated National and Blocked Persons (SDN) list issued by the Office of Foreign Asset Control of the Department of the Treasury of the United States of America.

Section 4.              Affirmative Covenants.

4.1.         Books and Records. Borrower will maintain proper books of account and records and enter therein complete and accurate entries and records of all of its transactions in accordance with GAAP and give representatives of Bank access thereto at least once in each calendar year, with such access to be granted upon reasonable prior notice and during ordinary business hours. During such examination bank may examine, copy and make abstracts from any such books and records and such other information which might be helpful to Bank in evaluating the status of the Loans. All inspections not taking place during the existence of an Event of Default shall be at Bank’s expense. At least once annually, Borrower will give Bank reasonable access upon reasonable prior notice to the Collateral and the other property securing the Obligations for the purpose of performing examinations thereof and to verify its condition or existence.

4.2.         Financial Statements. Borrower will maintain a standard and modern system for accounting and, so long as any of the Obligations remains unpaid, will furnish to Bank:

(a)          As soon as publically available in regulatory filings with the Securities and Exchange Commission, the Form 10-K consolidated financial statements of Borrower and its subsidiaries as of the last day of and for the fiscal year then ended.

(b)          Not later than December 31^st of each year, commencing December 31, 2019, an audited balance sheet, operating statement, and cash flow statement for Borrower (prepared in accordance with GAAP consistently applied unless otherwise specifically noted therein), together with an annual budget for Borrower and updated certificate of insurance.

(c)          Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, commencing with the quarter ending December 31, 2019, Borrower shall provide interim internally-prepared consolidated financial statements of Borrower and its subsidiaries, including but not limited to, the financial statements required to be filed with the SEC as part of Borrower's Form 10-Q report, an AR aging report, an AP aging report and a backlog report;

(d)         Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, and within one hundred twenty (120) days of the end of each fiscal year, commencing with the fiscal year ending September 30, 2019, Borrower will provide a compliance certificate in form satisfactory to Bank;

(e)          Within twenty (20) days after the end of each calendar month in which the borrowing under the Facility at the end of such calendar month equals or exceeds $1.00, a Borrowing Base Certificate with supporting Accounts Receivable Invoice Data Aging, Accounts Payable Aging, and backlog report in a format acceptable to Bank;

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(f)          Such other financial information reasonably requested by the Bank from time to time.

4.3.          Condition and Repair. Borrower will maintain its assets in good repair and working order, except for ordinary wear and tear and obsolescence and will make all appropriate repairs and replacements thereof.

4.4.          Insurance. Borrower will insure its properties and business against loss or damage of the kinds and in the amounts customarily insured against by companies of similar size with established reputations engaged in the same or similar business as Borrower, and as otherwise required pursuant to the terms of the Security Agreement. All such policies will (a) be issued by financially sound and reputable insurers, (b) name Bank as an additional insured and, where applicable, as loss payee and mortgagee under a lender loss payable endorsement satisfactory to Bank, and (c) Borrower will make commercially reasonable efforts to cause such policy to provide for not less than thirty (30) days written notice to Bank before such policy is altered or canceled all of which will be evidenced by such certificates, declarations or other documentation satisfactory to Bank in Bank’s sole discretion and delivered to Bank by Borrower on the date of execution of this Agreement.

4.5.          Taxes. Borrower will pay when due all taxes, assessments and other governmental charges imposed upon it or its assets, franchises, business, income or profits before any penalty or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which by law might be a lien or charge upon any of its assets, provided that (unless any material item or property would be lost, forfeited or materially damaged as a result thereof) no such charge or claim need be paid if it is being diligently contested in good faith, if Bank is notified in advance of such contest and if Borrower establishes an adequate reserve or other appropriate provision required by GAAP.

4.6.          Existence; Business. Borrower will (a) maintain its existence, (b) engage primarily in business of the same general character as that now conducted, and (c) refrain from entering into any lines of business substantially different from the business or activities in which Borrower is presently engaged.

4.7.          Compliance with Laws. Borrower will comply in all material respects with all federal, state and local laws, regulations and orders applicable to Borrower or its assets including but not limited to all Environmental Laws, in all respects material to Borrower's business or assets and will promptly, but in any event within seven (7) calendar days, notify Bank of any violation of any rule, regulation, statute, ordinance, order or law relating to the public health or the environment and of any complaint or notifications received by Borrower relating to any environmental or safety and health rule, regulation, statute, ordinance or law.

4.8.          Notice of Default. Borrower will, within seven (7) calendar days of its knowledge thereof, give written notice to Bank of (a) the occurrence of any Event of Default, and (b) the occurrence of any event or the existence of any condition which would prohibit Borrower from continuing to make the representations set forth in this Agreement.

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4.9.          Costs. Borrower will pay to Bank its reasonable fees, costs and expenses, including, without limitation, reasonable attorneys’ fees, other professionals’ fees, appraisal fees, environmental assessment fees, expert fees, court costs, litigation and other expense (collectively, “Costs”) incurred or paid by Bank in connection with administering and enforcing the Loans and the Loan Documents and the defense, preservation and protection of Bank’s rights and remedies thereunder, including without limitation, its security interest in the Collateral or any other property pledged to secure the Loans, whether incurred in bankruptcy, insolvency, foreclosure or other litigation or proceedings or otherwise. The Costs will be due and payable within five (5) days of written demand by Bank. If Borrower fails to pay the Costs upon such demand, Bank is entitled to exercise any remedies set forth herein for nonpayment and may disburse such sums as an advance under the Revolving Loan. Thereafter, the Costs will bear interest from the date incurred or disbursed at the rate set forth in the Notes. This provision will survive the termination of this Agreement and/or the repayment of any amounts due or the performance of any Obligation.

4.10          Other Amounts Deemed Loans. If Borrower fails to pay any tax, assessment, governmental charge or levy or to maintain insurance within the time permitted or required by this Agreement, or to discharge any Lien prohibited hereby, or to comply with any other Obligation, Bank may, but shall not be obligated to, pay, satisfy, discharge or bond the same for the account of Borrower, and to the extent permitted by law and at the option of Bank, all monies so paid by Bank on behalf of Borrower will be deemed Loans and Obligations.

4.11          Depository. Borrower shall maintain its primary deposit accounts with the Bank.

4.12          Life Insurance. Borrower shall, not later than March 1, 2019, obtain a life insurance policy or policies on the life of Robert Leasure, Jr. in an aggregate amount not less than Five Million and No/100 Dollars ($5,000,000.00), provide Bank with an assignment of such life insurance policy as collateral for all obligations of Borrower now existing or hereafter arising in favor of Bank, and maintain such life insurance policy while any Obligations of the Borrower exist under this Agreement.

Section 5.               Negative Covenants.

5.1.          Indebtedness. Without the written consent of Bank, Borrower will not incur, create, assume or permit to exist any additional Indebtedness for borrowed money (other than the Obligations) or Indebtedness on account of deposits, advances or progress payments under contracts, notes, bonds, debentures or similar obligations or other indebtedness evidenced by notes, bonds, debentures, capitalized leases or similar obligations except (a) Indebtedness not in excess of $100,000 at any one time outstanding, (b) purchase money Indebtedness (including capital leases) to the extent secured by purchase money security interests in equipment (including capital leases) and, upon the prior written consent of Bank, purchase money mortgages on real property so long as such security interests and mortgages do not apply to any property of Borrower other than the equipment or real property so acquired, and the Indebtedness secured thereby does not exceed the cost of the equipment or real property so acquired, as the case may be, (c) Indebtedness in the form of deposits or advances from customers pursuant to contracts (including purchaser orders) for services to be performed by Borrower in the ordinary course of business, and (d) other Indebtedness approved in writing by the Bank; provided that any liabilities related to lease obligations existing as of December 1, 2019 that are required to be recorded in connection with Borrower’s adoption of Accounting Standards Codification Topic 842, Leases shall not be prohibited by this Section 5.1 regardless of whether or not they are considered to be Indebtedness hereunder.

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5.2.          Prepayments. Borrower will not voluntarily prepay any Indebtedness owing by Borrower prior to one month in advance of the stated maturity date thereof other than (i) the Obligations and (ii) Indebtedness to trade creditors where the prepayment will result in a discount on the amount due.

5.3.          Leases. Borrower will not enter into any lease of real property, as lessee, without prior written approval by Bank.

5.4.          Restricted Payments. Borrower will not purchase or redeem any shares of the capital stock of Borrower or declare or pay any dividends thereon or make any other distributions to shareholders, except for dividends payable entirely in capital stock and stock repurchases in compliance with benefit plans in existence or hereafter adopted by Borrower.

5.5.          Pledge or Encumbrance of Assets. Other than the Permitted Liens, Borrower will not create, incur, assume or permit to exist, arise or attach any Lien in any present or future asset, except for (i) Liens to Bank; (ii) purchase money security interests securing Indebtedness permitted pursuant to Section 5.1; (iii) any Lien or deposit with any governmental agency required or permitted to qualify Borrower to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (iv) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established to the extent required by GAAP; and (v) Liens imposed by law which secure amounts not at the time due and payable.

5.6.          Guarantees and Loans. Borrower will not enter into any direct or indirect guarantees other than (a) by endorsement of checks for deposit, and (b) guarantees in favor of Bank. Borrower will not, other than in the ordinary course of business, make any advance or loan, including, without limitation, loans and advances to employees of Borrower.

5.7.          Merger; Disposition of Assets. Without the prior written consent of Bank, which consent shall not be unreasonably withheld, Borrower will not (a) change its capital structure, (b) merge or consolidate with any company, (c) amend or change its Articles of Incorporation or By-Laws without the Bank’s consent, or (d) sell, transfer or otherwise dispose of all or any substantial part of its assets, whether now owned or hereafter acquired.

5.8.          Transactions with Affiliates. Without the prior written consent of Bank, which consent shall not be unreasonably withheld, Borrower will not (a) directly or indirectly issue any guarantee for the benefit of any of its Affiliates, other than guarantees of the obligations of Entity Guarantors to customers or suppliers in the ordinary course of business not to exceed $500,000 in the aggregate, (b) directly or indirectly make any loans or advances to or investments in any of its Affiliates other than Entity Guarantor, (c) enter into any transaction with any of its Affiliates, other than transactions entered into on an arm’s length basis in the normal course of Borrower’s business, or (d) divert (or permit anyone to divert) any of its business opportunities to any Affiliate or any other corporate or business entity in which Borrower or its members or members of its Board of Directors holds a direct or indirect interest, other than Entity Guarantor.

5.9.          Government Regulation. Borrower shall not (a) be or become subject at any time to any law, regulation or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits Bank from making any advance or extension of credit to Borrower or from otherwise conducting business with Borrower, or (b) fail to provide documentary and other evidence of Borrower’s identity as may be requested by Bank at any time to enable Bank to verify Borrower’s identity or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

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5.10 .       Financial Covenants.

(a) Borrower shall not permit the Fixed Charge Coverage Ratio, tested quarterly and measured on a trailing twelve (12) month basis, to be less than the following each quarter ending:

(i)          1.15 to 1.0 at September 30, 2019;

(ii)         1.25 to 1.0 at December 31, 2019; and each quarter thereafter;

(b)  Beginning March 31, 2020, Borrower shall not permit the Cash Flow Leverage Ratio, tested at the end of each fiscal quarter ending as follows:

(i)          as of March 31, 2020, to exceed 5.00 to 1.00;

(ii)         as of June 30, 2020, to exceed 4.50 to 1.00;

(iii)        as of September 30, 2020, to exceed 4.25 to 1.00;

(iv)        as of December 31, 2020 and each quarter thereafter, to exceed 4.00 to 1.00.

The Financial Covenants set forth in this Section 5.10 shall be calculated excluding the effects of Borrower’s adoption of Accounting Standards Codification Topic 842, Leases.

Section 6.               Events of Default and Remedies.

6.1.          Events of Default. Any of the following events will be an event of default (“Event of Default”):

(a) any representation or warranty made by Borrower herein or in any of the Loan Documents is materially incorrect when made or reaffirmed; provided, however, upon notice from Bank to Borrower of such materially incorrect representation or warranty, Borrower shall have a thirty (30) day grace period to cause such representation to be true and accurate; or

(b) Borrower fails to pay within 5 days of when due any principal or interest on any Obligation; or

(c) Borrower fails to observe or perform any covenant, condition or agreement herein (other than as provided in Subsection 6.1(b)) above) or in any other Loan Document and fails to cure such default within thirty (30) days of the occurrence thereof. Notwithstanding the foregoing, no such cure period shall apply to any failure to maintain insurance, or any breach in any negative covenant set forth in Section 5 hereof; or

(d) a court enters a decree or order for relief with respect to Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law then in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of Borrower or for any substantial part of its respective property, or orders the wind-up or liquidation of its affairs; or a petition initiating an involuntary case under any such bankruptcy, insolvency or similar law is filed and is pending for sixty (60) days without dismissal; or

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(e) Borrower commences a voluntary case under any applicable bankruptcy, insolvency or other similar law in effect, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as such debts become due, or takes company action in furtherance of any of the foregoing; or

(f) Borrower defaults under the terms of any Indebtedness or lease involving total payment obligations of Borrower in excess of $100,000, and such default gives any creditor or lessor the right to accelerate the maturity of any such indebtedness or lease payments which right is not contested by Borrower or is determined by any court of competent jurisdiction to be valid; or

(g) final non-appealable and uninsured judgment of the payment of money in excess of $100,000 is rendered against Borrower and remains undischarged for sixty (60) days during which execution is not effectively stayed; or

(h) an Event of Default occurs under any Loan Document; or

(i) the dissolution or liquidation of Borrower or any Entity Guarantor; or

(j) the commencement of any foreclosure proceedings, proceedings in aid of execution, attachment actions, levies against, or the filing by any taxing authority of a lien against any of the Collateral or any property securing the repayment of any of the Obligations, which, in each case, remains undismissed for thirty (30) days; or

(k) the loss, theft or substantial damage to a material portion of the Collateral or any property securing the repayment of the Obligations if the result of such occurrence will likely result in, in Bank’s reasonable judgment, the failure or inability of Borrower to continue substantially normal operation of its business within thirty (30) days of the date of such occurrence; or

(l) (i) the validity or effectiveness of any of the Loan Documents or its transfer, grant, pledge, mortgage or assignment by the party executing such Loan Document is impaired by the Borrower or any Guarantor; (ii) any Borrower or Guarantor executing any of the Loan Documents asserts that any of such Loan Documents is not a legal, valid and binding obligation of the party thereto enforceable in accordance with its terms; or (iii) the security interest or Lien purporting to be created by any of the Loan Documents, due to any act of the Borrower or any Guarantor, ceases to be a valid, perfected lien subject to no other liens other than Permitted Liens; or

(m) (i) a Reportable Event (as defined in ERISA) occurs with respect to any employee benefit plan maintained by Borrower for its employees and such Reportable Event (as defined in ERISA) is likely to have a material adverse effect on Borrower; provided that no Event of Default shall occur if the Reportable Event is caused solely by a decrease in employment; or (ii) a trustee is appointed by a United States District Court to administer any employee benefit plan; or (iii) the Pension Benefit Guaranty Corporation institutes proceedings to terminate any of Borrower’s employee benefit plans; or

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(n) other than Permitted Liens, the filing of any lien or charge against any of the Collateral for any amount in excess of $100,000, which is not removed to the satisfaction of Bank within a period of sixty (60) days thereafter; or

(o) the abandonment by Borrower of all or any material part of the Collateral.

6.2.          Remedies. If any Default occurs, Bank may cease advancing money hereunder. If any Event of Default occurs, Bank may (i) declare by providing written notice to Borrower, all Obligations to be immediately due and payable, whereupon such Obligations will immediately become due and payable, (ii) exercise any and all rights and remedies provided by applicable law and the Loan Documents, (iii) proceed to realize upon the Collateral or any property securing the Obligations, including, without limitation, causing all or any part of the Collateral to be transferred or registered in its name or in the name of any other person, firm or corporation, with or without designation of the capacity of such nominee, all without presentment, demand, protest or notice of any kind, each of which are hereby expressly waived by Borrower. Borrower shall be liable for any deficiency remaining after disposition of any Collateral, and waives all valuation and appraisement laws.

6.3.          Setoff. If any Event of Default has occurred, Bank is authorized, without notice to Borrower, to offset and apply to all or any part of the Obligations all monies, credits and other property of any nature whatsoever of Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with (whether held by Borrower individually or jointly with another party) Bank, including but not limited to certificates of deposit.

6.4.          Default Rate. After the occurrence of an Event of Default, all amounts of principal outstanding as of the date of the occurrence of such Event of Default will accrue interest at the Default Rate, in Bank’s sole discretion, without notice to Borrower. This provision does not constitute a waiver of any Events of Default or an agreement by Bank to permit any late payments whatsoever.

6.5.          Late Payment Fee. If any payment of principal is not paid when due (whether at maturity, by acceleration or otherwise after the expiration of any applicable notice, grace and cure periods), Borrower agrees to pay to Bank a late payment fee equal to five percent (5%) of the payment amount then due.

6.6.          No Remedy Exclusive. No remedy set forth herein is exclusive of any other available remedy or remedies, but each is cumulative and in addition to every other remedy available under this Agreement, the Loan Documents or as may be now or hereafter existing at law, in equity or by statute. Borrower waives any requirement of marshaling of assets which may be secured by any of the Loan Documents.

6.7.          Effect of Termination. The termination of this Agreement will not affect any rights of either party or any obligation of either party to the other, arising prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights created or Obligations incurred prior to such termination have been fully disposed of, concluded or liquidated. The security interest, lien and rights granted to Bank hereunder and under the Loan Documents will continue in full force and effect, notwithstanding the termination of this Agreement or the fact that no Loans are outstanding to Borrower, until all of the Obligations, have been paid in full.

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Section 7.               Conditions Precedent.

7.1.          Conditions to Initial Loans. Bank will have no obligation to make or advance any Loan until Borrower has delivered to Bank at or before the closing date, in form and substance satisfactory to Bank:

(a)          Executed version of the Term Note #4.

(b)          Executed version of the Term Note #5.

(c)          Executed version of the Capex Loan Note #2.

(d)          Executed version of the Revolving Note.

(c)          Executed version of this Agreement.

(d)          A Certificate of Borrower, together with all attachments thereto.

(e)          A Certificate of Entity Guarantor (Bronco Research), together with all attachments thereto.

(f)           A Certificate of Entity Guarantor (BAS Evanville, Inc.), together with all attachments thereto.

(g)          A Certificate of Entity Guarantor (Seventh Wave Indiana), together with all attachments thereto.

(h)          A Certificate of Entity Guarantor (BASi Gaithersburg), together with all attachments thereto.

(i)           A Guaranty Agreement executed by Bronco Research.

(j)           An Amended and Restated Guaranty executed by BAS Evansville, Inc.

(k)          An Amended and Restated Guaranty executed by Seventh Wave Indiana.

(l)           An Amended and Restated Guaranty executed by BASi Gaithersburg.

(m)         An executed version of the Security Agreement for Bronco Research.

(n)          An executed version of the Amended and Restated Security Agreement for Borrower, together with a Grant of Security Interest in Trademarks and Grant of Security Interest in Copyrights.

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(o)          An executed version of the Amended and Restated Security Agreement for BAS Evansville, Inc.

(p)          An executed version of the Amended and Restated Security Agreement for Seventh Wave Indiana.

(q)          An executed version of the Amended and Restated Security Agreement for BASi Gaithersburg.

(r)           Deed of Trust, executed by Bronco Research, related to Premises #3.

(s)          Grantor’s Affidavit, executed by Bronco Research, related to Premises #3.

(t)           Fourth Modification of Mortgage (Premises #1) executed by Borrower.

(u)          Second Modification of Amended and Restated Mortgage (Premises #2), executed by BAS Evansville, Inc.

(v)          Sixth Amended and Restated Environmental Indemnity Agreement executed by Borrower and Entity Guarantors.

(w)         Executed version of the Assignment of Life Insurance ($5,000,000).

(x)           Executed version of the Subordination Agreement executed by Bronco Research, Bank, and Pre-Clinical Research Services, Inc.

(y)          Patriot Act compliance certification executed by Bronco Research.

(z)           All appropriate financing statements (Form UCC-1).

(aa)          UCC searches, insurance certificates, notices or other documents which Bank may require to reflect, perfect or protect Bank’s first and/or second priority lien, as applicable, in the Collateral and all other property pledged to secure the Obligations and to fully consummate this transaction.

(bb)          All requisite releases of liens, termination statements and satisfactions necessary to release all liens and encumbrances against the Collateral and any other property pledged to secure the Loans and all requisite waivers and subordination agreements, in a form satisfactory to Bank, to be executed and delivered by Borrower’s landlords, lenders, and mortgagees which are necessary to grant Bank a first lien in the Collateral, including but not limited to all business assets of Borrower and each Entity Guarantor.

(cc)          Proof of insurance with respect to the Borrower, its assets and the Real Estate and in a form reasonably satisfactory to Bank:

(dd)          Commercial general public liability insurance in such an amount and with such deductibles as are customary for similar borrowers;

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(ii)          Flood Insurance if the Real Estate is located in an area designated as a special flood hazard area by any governmental authority having jurisdiction over the Real Estate; and

(iii)         Such other insurance coverages as ordinarily insured against by other borrowers with such liabilities or such properties in similar businesses.

All policies of insurance required to be maintained by Borrower shall be issued by companies reasonably satisfactory to Bank and shall have coverages and endorsements and be written for such amounts in accordance with the above . All policies of insurance shall (x) name Bank as mortgagee, lender loss payable or additional insured, as the case may require, and (y) provide that the policies may not be canceled or modified without thirty days (or, in the case of non-payment of premiums, 10 days) prior written notice to Bank.

(ee)        Two (2) copies of a survey (the “Survey”) or plat for Premises #3, reasonably acceptable to Bank.

(ff)          An ALTA Loan Policy of Title Insurance issued by the Title Company insuring that the Mortgage of Premises #3 will be a prior first lien upon the fee simple title to the Real Estate, subject to no liens, claims, exceptions or encumbrances except the Permitted Encumbrances (as defined in the Mortgage) and containing such endorsements as may be reasonably required by Bank based upon its review of the Title Policy and Survey.

(gg)        Opinion letter from counsel for Borrower and Entity Guarantor in a form reasonably satisfactory to Bank covering customary matters;

(hh)        Appraisals prepared by an appraiser or appraisers satisfactory to Bank and indicating that the fair market value of the Premises #3, collectively, is not less than Two Million One Hundred Sixty Thousand and No/100 Dollars ($2,160,000.00) for the Premises #3 Building, and not less than Three Hundred Twenty-Five Thousand and No/100 Dollars ($325,000.00) for the Premises #3 Lot.

(ii)          Such other assignments, certificates, opinions and other documents, instruments and information affecting or relating to Bank's interest in the Collateral securing the Loan as Bank may reasonably require.

Section 8.               Miscellaneous Provisions.

8.1.          Miscellaneous. This Agreement, the exhibits and the other Loan Documents are the complete agreement of the parties hereto and supersede all previous understandings relating to the subject matter hereof. This Agreement may be amended only in writing signed by the party against whom enforcement of the amendment is sought. This Agreement may be executed in counterparts. If any part of this Agreement is held invalid, illegal or unenforceable, the remainder of this Agreement will not in any way be affected. This Agreement is and is intended to be a continuing agreement and will remain in full force and effect until the Loans are finally and irrevocably paid in full and terminated.

8.2.          Waiver by Borrower. Borrower waives notice of non-payment, demand, presentment, protest or notice of protest of any Accounts or other Collateral, and all other notices (except those notices specifically provided for in this Agreement); consents to any renewals or extensions of time of payment thereof; and generally waives any and all suretyship defenses and defenses in the nature thereof.

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8.3.          Binding Effect. This Agreement will be binding upon and inure to the benefit of the respective legal representatives, successors and assigns of the parties hereto; however, Borrower may not assign or transfer any of its rights or delegate any of its Obligations under this Agreement or any of the Loan Documents, by operation of law or otherwise. Bank (and any subsequent assignee) may, upon prior notice to Borrower, transfer and assign any of its rights or delegate any of its duties under this Agreement or may transfer or assign partial interests or participation in the Loans to other persons. Bank may disclose to all prospective and actual assignees and participants all financial, business and other information about Borrower which Bank may possess at any time; provided that any such prospective or actual assignees or participants agree in writing prior to any such disclosure to be bound by the provisions of Section 8.13 of this Agreement.

8.4.          Subsidiaries. If Borrower has any additional Subsidiaries at any time during the term of this Agreement, the term “Borrower” in each representation, warranty and covenant herein will mean “Borrower” and each Subsidiary individually and in the aggregate, and Borrower will cause each Subsidiary to be in compliance therewith.

8.5.          Security. The Obligations are secured as provided in this Agreement, the Security Agreements, the Mortgages, and the Loan Documents and in each other document or agreement which by its terms secures the repayment or performance of the Obligations.

8.6.          Survival. All representations, warranties, covenants and agreements made by Borrower herein and in the Loan Documents will survive the execution and delivery of this Agreement, the Loan Documents and the issuance of the Notes.

8.7.          Delay or Omission. No delay or omission on the part of Bank in exercising any right, remedy or power arising from any Event of Default will impair any such right, remedy or power or any other right remedy or power or be considered a waiver or any right, remedy or power or any Event of Default nor will the action or omission to act by Bank upon the occurrence of any Event of Default impair any right, remedy or power arising as a result thereof or affect any subsequent Event of Default of the same or different nature.

8.8.          Notices. Any notices under or pursuant to this Agreement will be deemed duly sent when delivered in hand when deposited in the U.S. mail postage prepaid, or sent by overnight courier addressed as follows:

To Borrower: Bioanalytical Systems, Inc.

2701 Kent Avenue

West Lafayette, Indiana 47906

Attention: Chief Financial Officer

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With a copy to (which shall not constitute notice):

Ice Miller LLP

One American Square, 29^th Floor

Indianapolis, Indiana 46282

Attention: Stephen J. Hackman, Esq.

To Bank: First Internet Bank of Indiana

11201 USA Parkway

Fishers, Indiana 46037

Attention: Trina McWilliams

With a copy to (which shall not constitute notice):

Krieg DeVault LLP

12800 North Meridian Street, Suite 300

Carmel, Indiana 46032

Attention: Nicole Finelli, Esq.

Either party may change such address by sending written notice of the change to the other party.

8.9.          No Partnership. Nothing contained herein or in any of the Loan Documents is intended to create or will be construed to create any partnership, joint venture or other relationship between Bank and Borrower other than as expressly set forth herein or therein and will not create any joint venture, partnership or other relationship.

8.10.        Indemnification. If after receipt of any payment of all or part of the Obligations, Bank is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or diversion of trust funds, or for any other reason, this Agreement will continue in full force and effect and Borrower will be liable to, and will indemnify, save and hold Bank, its officers, directors, attorneys, and employees harmless of and from the amount of such payment surrendered. The provisions of this Section will be and remain effective notwithstanding any contrary action which may have been taken by Bank in reliance on such payment, and any such contrary action so taken will be without prejudice to Bank’s rights under this Agreement and will be deemed to have been conditioned upon such payment becoming final, indefeasible and irrevocable. In addition, Borrower will indemnify, defend, save and hold Bank, its officers, directors, attorneys and employees harmless of, from and against all claims, demands, liabilities, judgments, losses, damages, costs and expenses, joint or several (including all accounting fees and attorneys’ fees reasonably incurred), that Bank or any such indemnified party may incur arising out of this Agreement, any of the Loan Documents or any act taken by Bank hereunder provided such action is either permitted or authorized under the Loan Documents and/or applicable law except for the illegal activities, willful misconduct or gross negligence of such indemnified party. The provisions of this Section will survive the termination of this Agreement.

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8.11.        Depository Account Acknowledgment. Borrower and Bank severally, each for itself, acknowledges and agrees that, except as provided herein with respect to Borrower’s obligation to maintain depository account(s)  (if any) with Bank, the extension(s) of credit provided for herein are neither conditioned upon nor have the interest rates and fees therefor been set based upon Borrower’s agreement to purchase any other product or service from Bank. Further, Borrower and Bank severally, each for itself, acknowledges and agrees that Bank has not offered these extension(s) of credit or offered to reduce the interest rate(s) or fee(s) therefor except as provided herein.

8.12.        Governing Law; Jurisdiction. This Agreement, the Notes and the other Loan Documents will be governed by the domestic laws of the State of Indiana. Borrower agrees that the state and federal courts in Marion County, Indiana, or any other court in which Bank initiates proceedings have exclusive jurisdiction over all matters arising out of this Agreement, and that service of process in any such proceeding will be effective if mailed to Borrower at its address described in the Notices section of this Agreement. BANK AND BORROWER HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

8.13.        Confidentiality.

(a)          Bank shall keep confidential, in accordance with its customary procedures for handling confidential information and safe and sound lending practices and consistent with its practices with respect to its own confidential information, any non-public written information supplied to it by Borrower pursuant to this Agreement; provided, that, nothing contained herein shall limit the disclosure of any such information: (i) to the extent required by statute, rule, regulation, subpoena or court order, (ii) to bank examiners and other regulators, auditors and/or accountants, in connection with any litigation to which Bank is a party, or (iii) to counsel for Bank.

(b)          In the event that Bank receives a request or demand to disclose any confidential information pursuant to any subpoena or court order, Bank agrees (i) to the extent permitted by applicable law, Bank will promptly notify Borrower of such request so that Borrower may seek a protective order or other appropriate relief or remedy and (ii) if disclosure of such information is required, disclose such information and, subject to reimbursement by Borrower of Bank’s expenses, cooperate with Borrower in the reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed information which Borrower so designates.

(c)          In no event shall this Section 8.13 or any other provision of this Agreement be deemed: (i) to apply to or restrict disclosure of information that has been or is made public by Borrower or any third party or otherwise becomes generally available to the public other than as a result of a disclosure in violation hereof, (ii) to apply to or restrict disclosure of information that was or becomes available to Bank on a non-confidential basis from a person other than Borrower or a person Bank has actual knowledge has provided such information to Bank in violation of a binding agreement regarding the confidentiality of such information with Borrower or its subsidiaries, and (iii) to require Bank to return any materials furnished by Borrower to Bank. The obligations of Bank under this Section 8.13 shall supersede and replace the obligations of Bank under any confidentiality letter signed prior to the date hereof.

8.14.        Amendment and Restatement. This Amended and Restated Credit Agreement completely amends in its entirety that certain Credit Agreement dated as of June 23, 2017 executed by Bioanalytical Systems, Inc. and Bank. Notwithstanding the foregoing, any collateral or security interests securing the obligations set forth in the Credit Agreement shall continue to secure the Obligations set forth in this Amended and Restated Credit Agreement, as the same may be amended, modified, or restated from time to time, until such time as such collateral or security interest is expressly terminated or released by Bank.

[REMAINDER OF PAGE INTENTIONALLY BLANK – SIGNATURE PAGE FOLLOWS]

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[SIGNATURE PAGE – CREDIT AGREEMENT]

IN WITNESS WHEREOF, Borrower and Bank have executed this Agreement by their duly authorized officers as of the date first above written.

Bioanalytical Systems, Inc.
By:	/s/ Robert Leasure, Jr.
	Robert Leasure, Jr., President
FIRST INTERNET BANK OF INDIANA
By:	/s/ Katrina McWilliams
	Katrina McWilliams, Vice President

EXHIBITS

TO

CREDIT AGREEMENT

BETWEEN

Bioanalytical Systems, Inc.

AND

FIRST INTERNET BANK OF INDIANA

Exhibit 1	-	Definitions
Exhibit 2.1	-	Revolving Note
Exhibit 2.2	-	Term Note
Exhibit 2.3	-	Term Note #2
Exhibit 2.7	-	Term Note #3
Exhibit 2.8	-	Capex Note
Exhibit 2.9	-	Term Note #4
Exhibit 2.10	-	Term Note #5
Exhibit 2.11	-	Capex Note #2
Exhibit 3.3	-	Litigation Disclosure
Exhibit 3.6	-	Laws and Taxes Disclosure
Exhibit 3.8	-	Permitted Liens
Exhibit 3.10	-	Environmental Disclosure

EXHIBIT 1

DEFINITIONS

· “Account Debtor” means the party which is obligated on or under any Account.

· “Adjusted EBITDA” means for the applicable Test Period, the sum of in total for Bioanalytical Systems, Inc. and its Consolidated Subsidiaries (without duplication): (a) EBITDA; plus to the extent included in the determination of EBITDA of for the applicable Test Period (b) non-cash losses during the applicable Test Period; plus (c) Approved Transaction Costs; plus (d) Run-rate Cost Savings & Synergies; plus, (e) non-cash stock compensation expense during the applicable Test Period; plus (f) Approved Non-Recurring Expenses; plus (g) such additional add-backs during the applicable Test Period, if any, permitted by Bank in its sole discretion; and minus to the extent included in the determination of EBITDA for the applicable Test Period, any (i) extraordinary or non-recurring income or gains and (ii) any gain arising from the sale of capital assets.

· “Advance” means any disbursement of proceeds of the Construction Loan, Equipment Loan, Capex Loan, or Capex Loan #2, as applicable.

· “Affiliates” shall mean any entity which is 10% owned by Borrower, or Entity Guarantor.

· “Approved Non-Recurring Expenses” means for the applicable Test Period: (a) up to $390,000 for rent expense paid on its St. Louis location upon the purchase date of such St. Louis location; and (b) up to $250,000 for rent expense paid on its Fort Collins location upon the purchase date of such Fort Collins location. The non-recurring expense shall be calculated on a Pro Forma basis as though it had been realized on the first day of the applicable test period for which Adjusted EBITDA is being determined, net of the amount of actual benefits realized during such period as approved by Bank.

· “Approved Transaction Costs” means for each applicable Test Period: (a) up to $520,000 of expense incurred during the Test Period related to the acquisition of Smithers Avanza Toxicology Services LLC, as approved by Bank through June 30, 2020, and (b) up to $450,000 of expense incurred during the Test Period related to the acquisition of PreClinical Research Services, Inc. as approved by Bank through September 30, 2020.

· “Architect” means any architect engaged for the Project.

· “BASi Gaithersburg” means BASi Gaithersburg LLC, an Indiana limited liability company.

· “Borrowing Base” means an amount equal to 80% of the Eligible Accounts.

· “Bronco Research” means Bronco Research Services, LLC.

· “Building” means the buildings and other improvements to be constructed on Premises #2 as part of the Project.

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· “Capital Expenditures” for the applicable Test Period are defined as expenditures made and capitalized during the applicable Test Period by Bioanalytical Systems, Inc. and its Consolidated Subsidiaries for property, plant, equipment, and other fixed assets (including any such expenditures by way of acquisition or by way of incurrence or assumption of Debt or other obligations, to the extent reflected as plant, property, equipment or other fixed assets), research and development or other long-term assets; provided that expenses made for research and development are later capitalized pursuant to a change in accounting treatment shall be excluded from the calculation, plus (i) deposits made in the applicable Test Period in connection with property, plant, and equipment; less deposits of a prior period included in calculation above, less (ii) net cash proceeds of asset dispositions received during the applicable Test Period which are permitted to reinvest pursuant to the Credit Agreement and are included in expenditures made and capitalized above.

· “Capex Loan” has the meaning assigned to that term in Section 2.8 of the Agreement.

· “Capex Loan Note” has the meaning assigned to that term in Section 2.8 of the Agreement.

· “Capex Loan #2” has the meaning assigned to that term in Section 2.11 of the Agreement.

· “Capex Loan Note #2” has the meaning assigned to that term in Section 2.11 of the Agreement.

“Cash Flow Leverage Ratio” means for the applicable Test Period the ratio resulting from dividing : (i) an amount equal to (a) Total Funded Debt as of the last day of such applicable test period, minus (b) unrestricted cash up to $2,500.000 by (ii) Adjusted EBITDA.

· “Collateral” shall mean the “collateral” as defined in the Security Agreement, together with the Real Estate.

· “Consolidated Subsidiaries” means the Entity Guarantors and any other subsidiaries of Borrower consolidated for financial reporting purposes.

· “Construction Amount” means the means the amount, in the aggregate, incurred from time to time by the Borrower in connection with the construction of the Project, including, without limitation, amounts payable to suppliers, materialmen, laborers, engineers and the Contractor.

· “Construction Loan” has the meaning assigned to that term in Section 2.4 of the Agreement.

· “Construction Loan Note” has the meaning assigned to that term in Section 2.4 of the Agreement.

· “Construction Loan Maturity Date” has the meaning assigned to that term in Section 2.4 of the Agreement.

· “Contractor” means the general contractor engaged for the Project.

· “Default” or “default” means a default (without regard to grace or cure periods) under any contract or agreement that with the passage of time could mature into an Event of Default.

· “Default Rate” means four percent (4%) in excess of the interest rate otherwise in effect under amounts outstanding under the Notes. In no event will the interest rate accruing under such Notes be increased to be in excess of the maximum interest rate permitted by applicable state or federal usury laws then in effect.

1-2

“EBITDA” means for the applicable Test Period the sum in total for Bioanalytical Systems, Inc. and its Consolidated Subsidiaries (without duplication) of: (i) income before income taxes, plus (ii) interest expense, plus (iii) amortization expense, plus (iv) depreciation expense, in each case for the applicable Test Period, calculated on a consolidated basis in accordance with GAAP.

· “Eligible Account” means an Account (as defined in the Uniform Commercial Code) owing to the Borrower or any Entity Guarantor (exclusive of any Account owing to an Affiliate that is not an Entity Guarantor) from an Account Debtor which meets each of the following requirements:

(a)            it arises from the sale or lease of goods or the rendering of services which have been earned or billed in accordance with signed contracts by the Borrower or any Entity Guarantor; and if it arises from the sale or lease of goods, (i) such goods comply with such Account Debtor’s specifications (if any) and have been delivered to such Account Debtor and (ii) the Borrower or any Entity Guarantor has possession of, or if requested by the Bank has delivered to the Bank, delivery receipts evidencing such delivery;

(b)            it (i) is subject to a perfected, first priority Lien in favor of the Bank and (ii) is not subject to any other assignment, claim or Lien;

(c)            it is a valid, legally enforceable and unconditional obligation of the Account Debtor with respect thereto, and is not subject to the fulfillment of any condition whatsoever or any counterclaim, setoff, reduction (collectively, “contra accounts”) or any credit, allowance, discount, rebate or adjustment by the Account Debtor with respect thereto, or to any claim by such Account Debtor denying liability thereunder in whole or in part and the Account Debtor has not refused to accept and/or has not returned or offered to return any of the goods or services which are the subject of such Account;

(d)           there is no bankruptcy, insolvency or liquidation proceeding pending by or against the Account Debtor with respect thereto;

(e)            the Account Debtor with respect thereto is a resident or citizen of, and is located within, the United States, unless the sale of goods or services giving rise to such Account is on letter of credit, banker’s acceptance or other credit support terms reasonably satisfactory to the Bank;

(f)            it is not an Account arising from a “sale on approval,” “sale or return,” “consignment” or “bill and hold” or subject to any other repurchase or return agreement;

(g)           it is not an Account with respect to which possession and/or control of the goods sold giving rise thereto is held, maintained or retained by the Borrower or any Entity Guarantor (or by any agent or custodian of the Borrower or any Entity Guarantor) for the account of or subject to further and/or future direction from the Account Debtor with respect thereto;

(h)           it arises in the ordinary course of business of the Borrower or any Entity Guarantor;

(i)             if the Account Debtor is the United States or any department, agency or instrumentality thereof, the Borrower or any Entity Guarantor has assigned its right to payment of such Account to the Bank pursuant to the Assignment of Claims Act of 1940, and evidence (satisfactory to the Bank) of such assignment has been delivered to the Bank;

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(j)             if the Borrower or any Entity Guarantor maintains a credit limit for an Account Debtor, the aggregate dollar amount of Accounts due from such Account Debtor, including such Account, does not exceed such credit limit;

(k)            if the Account is evidenced by chattel paper or an instrument, the originals of such chattel paper or instrument shall have been endorsed and/or assigned and delivered to the Bank or, in the case of electronic chattel paper, shall be in the control of the Bank, in each case in a manner satisfactory to the Bank;

(l)            such Account is evidenced by an invoice delivered to the related Account Debtor and is not more than (i) ninety (90) days past the original invoice date thereof, according to the original terms of sale;

(m)            it is not an Account with respect to an Account Debtor that is located in any jurisdiction which has adopted a statute or other requirement with respect to which any Person that obtains business from within such jurisdiction must file a notice of business activities report or make any other required filings in a timely manner in order to enforce its claims in such jurisdiction’s courts unless (i) such notice of business activities report has been duly and timely filed or the Borrower or any Entity Guarantor is exempt from filing such report and has provided the Bank with satisfactory evidence of such exemption or (ii) the failure to make such filings may be cured retroactively by the Borrower or any Entity Guarantor for a nominal fee;

(n)            the Account Debtor with respect thereto is not an Affiliate of the Borrower or any Entity Guarantor; and

(o)            it is not owed by an Account Debtor with respect to which 15% or more of the aggregate amount of outstanding Accounts owed at such time by such Account Debtor is classified as ineligible under clause (l) of this definition.

An Account which is at any time an Eligible Account, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be an Eligible Account. Further, with respect to any Account, if the Bank at any time hereafter determines in its reasonable discretion that the prospect of payment or performance by the Account Debtor with respect thereto is materially impaired for any reason whatsoever, such Account after written notice of such determination is given to the Borrower shall cease to be an Eligible Account.

· “Entity Guarantors” means BAS Evansville, Inc., Seventh Wave Indiana, BASi Gaithersburg and Bronco Research.

· “Environmental Laws” means all federal, state, local and foreign laws relating to pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial toxic or hazardous substances or wastes into the environment (including without limitation ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes, and any and all regulations, codes, plans, orders, decrees, judgments, injunctions, notices or demand letters issued, entered promulgated or approved thereunder.

· “Environmental Reports” has the  meaning set forth on Exhibit 3.10.

· “Equipment Loan” has the meaning assigned to that term in Section 2.5 of the Agreement.

· “Equipment Loan Note” has the meaning assigned to that term in Section 2.5 of the Agreement.

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· “Equipment Loan Maturity Date” has the meaning assigned to that term in Section 2.5 of the Agreement.

· “ERISA” means the Federal Employee Retirement Income Security Act of 1974.

· “Event(s) of Default” will have the meaning set forth in Section 6.1 of the Agreement.

· “Facility” will have the meaning set forth in Section 2.1 of the Agreement.

· “Fixed Charge Coverage Ratio” means for the applicable Test Period, the ratio resulting from dividing (i) Adjusted EBITDA minus (a) Unfunded Capital Expenditures (excluding those unfunded capital expenditures related to the Evansville building expansion costs of up to $400,000 incurred during the fiscal quarter ending September 30, 2019, as approved by Bank), minus (b) the aggregate amount of cash payments of income taxes for such Test Period by (ii) Fixed Charges for such Test Period.

“Fixed Charges” means in accordance with GAAP for the applicable Test Period the sum in total for Bioanalytical Systems, Inc. and its Consolidated Subsidiaries (without duplication) of: (a) the aggregate cash payments of interest made for such period, including interest paid on the Obligations, including subordinated debt, the interest portion of all payments in respect of capital lease obligations, and any other cash payments of interest on any other Indebtedness for such period; plus (b) the aggregate principal amount of Indebtedness which was paid during such applicable test period, including under the Obligations and Subordinated Debt; and plus (c) the principal portion of the aggregate amount of payments in respect of capital lease obligations.

· “GAAP” means generally accepted accounting principles as in effect from time to time.

· “Guarantors” means the Entity Guarantors and any additional guarantor added from time to time, collectively.

· “Indebtedness” means (a) all items (except items of capital surplus, of general contingency reserves or of retained earnings, deferred income taxes, and amount attributable to minority interests, if any) which in accordance with GAAP would be included in determining total liabilities on a consolidated basis as shown on the liability side of a balance sheet as at the date as of which Indebtedness is to be determined, (b) all indebtedness secured by any mortgage, pledge, lien or conditional sale or other title retention agreement to which any property or asset owned or held is subject, whether or not the indebtedness secured thereby will have been assumed (excluding non-capitalized leases which may amount to title retention agreements but including capitalized leases), and (c) all indebtedness of others which Borrower or any Subsidiary or any Affiliate has directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business), discounted or sold with recourse or agreed (contingently or otherwise) to purchase or repurchase or otherwise acquire, or in respect of which Borrower or any Subsidiary has agreed to apply or advance funds (whether by way of loan, stock purchase, capital contribution or otherwise) or otherwise to become directly or indirectly liable.

· “Initial Closing” means the date of the first Advance of the Construction Loan.

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· “Inspecting Architect” means such architect, architectural firm or project inspector as the Bank may designate from time to time.

· “knowledge” means to the actual knowledge of any of the executive officers of Borrower or Entity Guarantor, as the context requires.

· “Lien” means any security interest, mortgage, pledge, assignment, lien or other encumbrance of any kind, including interests of vendors or lessors under conditional sale contracts and capitalized leases.

· “Loan Documents” means this Agreement, the Notes, the Security Agreement, the Mortgage, and every other document or agreement executed by any party evidencing, guarantying or securing any of the Obligations; and “Loan Document” means any one of the Loan Documents.

· “Loans” means the Term Loan, Term Loan #2, Term Loan #3, Capex Line of Credit, Construction Loan, Equipment Loan, and the Revolving Loans.

· “Maximum Amount” means the maximum amount available under the Construction Loan, which is the lesser of (a) Four Million Four Hundred Forty-Five Thousand and No/100 Dollars ($4,445,000.00), and (b) eighty-five percent (85%) of the Project’s “as complete” appraised value as determined by a state licensed certified general appraiser engaged by Bank (and whose value determination is concurred with by Bank’s designated review appraiser).

· “Mortgage(s)” means individually or collectively as the context requires, (i) the Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing, executed by Borrower, creating a first lien on Premises #1, securing the Term Loan, (ii) the Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing, executed by BAS Evansville, Inc., creating a first lien on Premises #2, securing the Term Loan, (iii) the Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing, executed by Borrower, creating a second lien on Premises #1, securing the Facility, and (iv) the Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing, executed by BAS Evansville, Inc., creating a second lien on Premises #2, securing the Facility; and (v) the Deed of Trust, executed by Bronco Research, creating a first lien on Premises #3, securing Term Loan #5.

· “Notes” means the Term Note, Term Note #2, Term Note #3, Term Note #4, Term Note #5, Construction Loan Note, Equipment Loan Note, Capex Loan Note, Capex Loan Note #2, and Revolving Note, together with any renewals, amendments, restatements and extensions thereof.

· “Obligations” means all loans, advances, indebtedness, liabilities and obligations of Bioanalytical Systems, Inc. and its Consolidated Subsidiaries (without duplication)owed to Bank and/or the affiliates of Bank of every kind and description whether now existing or hereafter arising, and whether direct or indirect, primary or as guarantor or surety, absolute or contingent, liquidated or unliquidated, matured or unmatured, whether or not secured by additional collateral, in each case arising under this Agreement, the Notes and the other Loan Documents, including without limitation all obligations to perform or forbear from performing acts and all reasonable expenses and reasonable attorneys’ fees incurred by Bank and any affiliate of Bank under this Agreement or any other document or instrument related to any of the foregoing.

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· “Permitted Liens” has the meaning assigned thereto as set forth in Section 3.8 of the Agreement.

· “Person” means any individual, corporation, firm, enterprise, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company or other entity of any kind, or any government or political subdivision or any agency, department or instrumentality thereof.

· “Premises #1” means the real estate and improvements located at 2701 Kent Avenue, West Lafayette, Indiana, owned by Borrower, and more particularly described in the Mortgage executed by Borrower in favor of Bank.

· “Premises #2” means the real estate and improvements located at 10424 Middle Mount Vernon Road, Evansville, Indiana, owned by BAS Evansville, Inc., and more particularly described in the Mortgage executed by BAS Evansville, Inc. in favor of Bank.

· “Premises #3” means the real estate and improvements located at 1512 Webster Court, Fort Collins, Colorado, consisting of a building (“Premises #3 Building”) and a vacant lot (“Premises #3 Lot”), owned by Bronco Research, and more particularly described in the Deed of Trust executed by Bronco Research in favor of Bank.

· “Project” has the meaning assigned to that term in Section 2.4 of the Agreement.

· “Real Estate” means individually or collectively as the context requires, Premises #1, Premises #2, and Premises #3.

· “Revolving Loans” has the meaning assigned to that term in Section 2.1 of the Agreement.

· “Revolving Note” has the meaning assigned to that term in Section 2.1 of the Agreement.

· “Run-rate Cost-Savings & Synergies” means the amount of "run rate" cost savings, operating expense reductions and synergies related to the acquisition of certain assets of Smithers Avanza Toxicology Services LLC projected by the Borrower in good faith to result from actions taken or expected to be taken within 12 months after the closing date of such acquisition.  The "run rate" cost savings, operating expense reductions and synergies shall be:

(a)            calculated on a pro forma basis as though such "run rate" cost savings, operating expense reductions and synergies had been realized on the first day of the period for which consolidated EBITDA is being determined, net of the amount of actual benefits realized during such period.

(b)            reasonably identifiable and factually supportable (in the good faith determination of the Borrower); and

(c)            in any Test Period equal to the lesser of $560,000 or 15% of consolidated trailing 12 month period EBITDA, calculated before giving effect thereto, for such Test Period determined on a pro forma basis.

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· “Security Agreement” means, individually or collectively as the context requires, (i) the Amended and Restated Security Agreement and Perfection Certificate dated as of the date hereof between Borrower and Bank, securing the Obligations, (ii) the Amended and Restated Security Agreement and Perfection Certificate dated as of the date hereof between Bank and BAS Evansville, Inc., securing its Guaranty of the Obligations, (iii) the Amended and Restated Security Agreement and Perfection Certificate dated as of the date hereof between Bank and Seventh Wave Indiana, securing its Guaranty of the Obligations, (iv) Amended and Restated Security Agreement and Perfection Certificate dated as of the date hereof between Bank and BASi Gaithersburg, securing its Guaranty of the Obligations, (v) the Security Agreement and Perfection Certificate dated as of the date hereof between Bank and Bronco Research securing its Guaranty of the Obligations, and (vi) the Amended and Restated Grant of Security Interest in Trademarks dated as of the date hereof executed by Borrower, securing the Obligations, and (vii) the Amended and Restated Grant of Security Interest in Copyrights dated as of the date hereof executed by Borrower, securing the Obligations.

· “Seventh Wave Indiana” means Seventh Wave Laboratories LLC, an Indiana limited liability company, f/k/a Cardinal Laboratories LLC.

· “Site Improvements” means all improvements and appurtenances to Premises #2 and the Building hereafter constructed as part of the Project.

· “Subordinated Debt” means any Indebtedness of Borrower that is subordinated to the full, final and irrevocable payment of the Obligations in form and substance acceptable to Bank.

· “Subsidiary” means any corporation of which Borrower directly or indirectly owns or controls at the time outstanding stock having under ordinary circumstances (not depending on the happening of a contingency) voting power to elect a majority of the board of directors of said corporation.

· “Term Loan” has the meaning assigned to that term in Section 2.2 of the Agreement.

· “Term Note” has the meaning assigned to that term in Section 2.2 of the Agreement.

· “Term Loan #2” has the meaning assigned to that term in Section 2.3 of the Agreement.

· “Term Note #2” has the meaning assigned to that term in Section 2.3 of the Agreement.

· “Term Loan #3” has the meaning assigned to that term in Section 2.7 of the Agreement.

· “Term Loan Note #3” has the meaning assigned to that term in Section 2.7 of the Agreement

· “Term Loan #4” has the meaning assigned to that term in Section 2.9 of the Agreement.

· “Term Note #4” has the meaning assigned to that term in Section 2.9 of the Agreement.

· “Term Loan #5” has the meaning assigned to that term in Section 2.10 of the Agreement.

· “Term Note #5” has the meaning assigned to that term in Section 2.10 of the Agreement.

· “Term-Out Date” means March 28, 2020.

· “Test Period” means each 12 month period ending at the end of each fiscal quarter. The first Test Period shall be the Test Period ending on December 31, 2019.

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· “Title Company” means First American Title Insurance Company (related to Premises #1 and Premisese #2) or Land Title Guarantee Company (related to Premises #3), as applicable.

· “Total Funded Debt” means for the applicable Test Period, the sum in total for Bioanalytical Systems, Inc. and its Consolidated Subsidiaries (without duplication) the aggregate principal amount of indebtedness as of the last day of such applicable test period, determined in accordance with GAAP, consisting of: (a) indebtedness for borrowed money, (b) unreimbursed obligations in respect of drawn letters of credit, (c) obligations in respect of capitalized leases, (d) obligations in respect of purchase money debt, and (e) debt obligations evidenced by bonds, debentures, promissory notes, loan agreements or similar instruments (including subordinated debt).

· “Transaction Costs” means all transaction fees, charges, and other amounts related to the Transactions and any Permitted Acquisitions (including, without limitation, any financing fees, merger and acquisition fees, legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith), in each case to the extent paid within six (6) months of the closing of the Facility or such Permitted Acquisition, as applicable, and approved by the Bank in its reasonable discretion.

“Unfunded Capital Expenditures” shall equal the sum of Capital Expenditures excluding funds borrowed under the Construction Loan, Equipment Loan, Capex Loan, Capex Loan #2, or for certain Capital Expenditures greater than $200,000 for single equipment purchases as approved by Bank. For purposes of calculating Unfunded Capital Expenditures, Capital Expenditures will be derived from the Statement of Cash Flows of the Company and its Subsidiaries for such applicable Test Period.

“Unrestricted Cash” means the sum in total for Bioanalytical Systems, Inc. and its Consolidated Subsidiaries (without duplication) cash or cash equivalents that would not appear as “restricted” on a consolidated balance sheet of Bioanalytical Systems, Inc as of the last day of such applicable test period.

1-9

EXHIBIT 2.1B

Form of Revolving Note

EXHIBIT 2.2

Form of Term Note

EXHIBIT 2.3

Form of Term Note #2

EXHIBIT 2.7

Form of Term Note #3

EXHIBIT 2.8

Form of Capex Note

EXHIBIT 2.9

Form of Term Note #4

EXHIBIT 2.10

Form of Term Note #5

EXHIBIT 2.11

Form of Capex Note #2

EXHIBIT 3.3

Litigation Disclosure

None

EXHIBIT 3.6

Laws and Taxes Disclosure

None

EXHIBIT 3.8

Permitted Liens

None

20

EXHIBIT 3.10

Environmental Disclosure

Any disclosure or recognized environmental condition set forth in:

Phase I Environmental Site Assessment of Bioanalytical Systems, Inc. dated March 6, 2015;

Limited Microbial Evaluation Report for Bioanalytical Systems, Inc., dated March 5, 2015;

Asbestos Pre-Renovation Report for Bioanalytical Systems, Inc., dated March 3, 2015;

Report 2041 Prepared for Site Location Bioanalytical Systems, Inc., 2700 Kent Avenue, West Lafayette, Indiana, by PHASE I Environmental Engineering, dated October 11, 2002; and

Report 2032 Prepared for Site Location Bioanalytical Systems, Inc., 1024 Middle Mount Vernon Road, Mount Vernon, Indiana, by PHASE I Environmental Engineering, dated October 11, 2002;

(collectively, the “Environmental Reports”).

21

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Robert W. Leasure, Jr., President and Chief Executive Officer, certify that:

1. I have reviewed this report on Form 10-Q of Bioanalytical Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions);

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	/s/ Robert W. Leasure, Jr.
	Robert W. Leasure, Jr.
Date: February 14, 2020	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Jill C. Blumhoff, Vice President of Finance and Chief Financial Officer, certify that:

1. I have reviewed this report on Form 10-Q of Bioanalytical Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions);

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	/s/ Jill C. Blumhoff
	Jill C. Blumhoff
Date: February 14, 2020	Vice President of Finance and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certifications of Acting Principal Executive Officer

Pursuant to Section 906

Of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the President and Chief Executive Officer of Bioanalytical Systems Inc. (the “Company”), hereby certifies that, to the best of his knowledge:

(a) the Form 10-Q Quarterly Report of the Company for the three months ended December 31, 2019 filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:  /s/  Robert W. Leasure, Jr.

Robert W. Leasure, Jr.

President and Chief Executive Officer

Date:   February 14, 2020

EX-32.2

Exhibit 32.2

Certifications of Chief Financial Officer

Pursuant to Section 906

Of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Vice President of Finance and Chief Financial Officer of Bioanalytical Systems Inc. (the “Company”), hereby certifies that, to the best of her knowledge:

(a) the Form 10-Q Quarterly Report of the Company for the three months ended December 31, 2019 filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:  /s/  Jill C. Blumhoff

Jill C. Blumhoff

Vice President of Finance and Chief Financial Officer

Date:   February 14, 2020

XML

INVENTORIES (Tables)

3 Months Ended

Dec. 31, 2019

INVENTORIES

Schedule of inventory

Inventories consisted of the following:

	December 31,		September 30,
	2019		2019
Raw materials	$	784	$	858
Work in progress		87		89
Finished goods		371		346
		1,242		1,293
Obsolescence reserve		(208)		(198)
	$	1,034	$	1,095

XML

REVENUE RECOGNITION (Tables)

3 Months Ended

Dec. 31, 2019

REVENUE RECOGNITION

Schedule of the impact of adoption of ASC 606 to the Company's condensed consolidated financial statements

11.    REVENUE RECOGNITION

In accordance with ASC 606, which the Company adopted as of October 1, 2018 using the modified retrospective approach, the Company disaggregates its revenue from clients into two revenue streams, service revenue and product revenue. At contract inception the Company assesses the services promised in the contract with the clients to identify performance obligations in the arrangements.

Service revenue

The Company enters into contracts with clients to provide drug discovery and development services with payments based on mainly fixed-fee arrangements. The Company also offers free archive storage services on certain contracts. Clients can also enter into separate archive storage contracts after the expiration of the free storage period.

The Company’s drug discovery and development services contracts that include a free storage period are considered a single performance obligation because the Company provides a highly integrated service. The inclusion of free storage fees in the measurement of progress under the discovery and development service contracts creates a timing difference between the amounts the Company is entitled to receive in reimbursement of cost incurred and amount of revenue recognized on such costs, which is recognized as deferred revenue and classified as client advances on the condensed consolidated balance sheet.

The Company’s fixed fee arrangements may involve bioanalytical and pharmaceutical method development and validation, nonclinical research services and the analysis of bioanalytical and pharmaceutical samples. For bioanalytical and pharmaceutical method validation services and nonclinical research services, revenue is recognized over time using the input method based on the ratio of direct costs incurred , including hours, to total estimated direct costs since this best depicts the transfer of assets to the client over the life of the contract. For contracts that involve method development or the analysis of bioanalytical and pharmaceutical samples, revenue is recognized over time when samples are analyzed or when services are performed. The Company generally bills for services on a milestone basis. These contracts represent a single performance obligation and due to the Company’s right to payment for work performed, revenue is recognized over time. Research services contract fees received upon acceptance are deferred until earned and classified within customer advances on the condensed consolidated balance sheet. Unbilled revenues represent revenues earned under contracts in advance of billings.

Archive services provide climate controlled archiving for client’s data and samples. The archive revenue is recognized over time, generally when the service is provided. These arrangements typically include only one performance obligation. Amounts related to future archiving or prepaid archiving contracts for clients where archiving fees are billed in advance are accounted for as deferred revenue and recognized ratably over the period the applicable archive service is performed.

Certain costs are incurred in obtaining new contracts for our services business. Since these costs would otherwise be amortized within one year or less due to the average length of contracts, the Company chose to adopt the practical expedient and expense these incremental costs as incurred.

Product revenue

The Company’s products can be sold to multiple clients and have alternative use. Both the transaction sales price and shipping terms are agreed upon in the client order. For these products, all revenue is recognized at a point in time, generally when title of the product and control is transferred to the client based upon shipping terms. These arrangements typically include only one performance obligation. In situations which the Company is responsible for shipping before control is transferred to the client, the Company elected the practical expedient to consider the shipment as a fulfillment activity and not a separate performance obligation. Certain products have maintenance agreements available for clients to purchase. These are typically billed in advance and are accounted for as deferred revenue and recognized ratably over the applicable maintenance period. Certain products manufactured by the Company have a standard limited one year warranty offered. Warranty expenses, though, are immaterial; thus, we have not established a separate warranty liability.

The following table presents changes in the Company's contract liabilities for the quarter ended December 31, 2019.

	Balance at						Balance at
	September 30, 2019		Additions		Deductions		December 31, 2019
Contract liabilities:  Customer advances	$	6,726	$	14,058	$	(11,206)	$	9,578

XML

LEASES - Operating lease (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2019 USD ($)
LEASES
Amortization of operating lease	$ 210
Amortization of finance lease	32
Finance lease interest	$ 67

XML

BUSINESS COMBINATIONS - Additional Information (Details) $ in Thousands			3 Months Ended
	Nov. 08, 2019 USD ($)	May 01, 2019 USD ($) item shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)	Nov. 29, 2019 USD ($)	Sep. 30, 2019 shares	May 31, 2019 USD ($)
BUSINESS COMBINATIONS
Common Stock, Shares, Issued | shares			10,805,057			10,510,694
Payments to Acquire Businesses, Gross			$ 2,165	$ 684
Finance Lease, Liability, Payment, Due			4,766
Operating Lease, Payments			58
Revenues			12,918	8,625
Net loss			(1,426)	$ (85)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill							$ 2,595
Smithers Avanza Toxicology Services LLC acquisition
BUSINESS COMBINATIONS
Business Combination, Consideration Transferred		$ 2,595
Escrow Deposit Disbursements Related to Property Acquisition		$ 125
Common Stock, Shares, Issued | shares		200
Payments to Acquire Businesses, Gross		$ 1,271
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		$ 394
Class of Warrant or Right, Covenants Period		5 years
Revenues			2,695
Net loss			31
Smithers Avanza Toxicology Services LLC acquisition | Promissory Note [Member]
BUSINESS COMBINATIONS
Debt Instrument, Face Amount		$ 810
Debt Instrument, Interest Rate, Effective Percentage		6.50%
PCRS acquisition
BUSINESS COMBINATIONS
Business Combination, Contingent Consideration, Asset	$ 5,857
Business Combination, Consideration Transferred	1,500
Payments for purchase of certain real property	$ 2,500
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned					$ 1,133
Business Acquisition, Transaction Costs			214
Revenues			381
Net loss			$ 66
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		$ 5,857
PCRS acquisition | Unsecured promissory note
BUSINESS COMBINATIONS
Debt Instrument, Interest Rate, Stated Percentage	4.50%
Debt Instrument, Face Amount	$ 800
Lease Arrangements [Member] | Smithers Avanza Toxicology Services LLC acquisition
BUSINESS COMBINATIONS
Lessee, Operating Lease, Term of Contract		5 years 8 months
Number of Lease Extension Terms | item		2
Lessee, Operating Lease, Renewal Term		5 years
Lease Arrangements [Member] | Smithers Avanza Toxicology Services LLC acquisition | Minimum
BUSINESS COMBINATIONS
Operating Lease, Payments		$ 400
Lease Arrangements [Member] | Smithers Avanza Toxicology Services LLC acquisition | Maximum
BUSINESS COMBINATIONS
Operating Lease, Payments		$ 600

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2019	Sep. 30, 2019
Current assets:
Cash and cash equivalents	$ 511	$ 606
Accounts receivable
Trade, net of allowance of $425 at December 31, 2019 and $1,759 at September 30, 2019	9,498	7,178
Unbilled revenues and other	1,848	2,342
Inventories, net	1,034	1,095
Prepaid expenses	1,990	1,200
Total current assets	14,881	12,421
Property and equipment, net	27,037	22,828
Operating lease right-of use-assets, net	4,739	0
Finance lease right-to use assets, net	4,641	0
Goodwill	6,619	3,617
Other intangible assets, net	2,781	2,874
Lease rent receivable	133	130
Deferred tax asset		31
Other assets	87	79
Total assets	60,918	41,980
Current liabilities:
Accounts payable	5,592	4,941
Restructuring liability	304	349
Accrued expenses	3,403	2,620
Customer advances	9,578	6,726
Revolving line of credit	725	1,063
Capex line of credit	1,383	655
Current portion on long-term operating lease	864	0
Current portion of long-term finance lease	4,616	18
Current portion of long-term debt	1,153	1,109
Total current liabilities	27,618	17,481
Long-term operating leases, net	4,044	0
Long-term finance leases, net	17	18
Long-term debt, less current portion, net of debt issuance costs	18,804	13,771
Deferred tax liabilities	65	0
Total liabilities	50,548	31,270
Shareholders' equity:
Preferred shares, authorized 1,000,000 shares, no par value: 35 Series A shares at $1,000 stated value issued and outstanding at December 31, 2019 and at September 30, 2019	35	35
Common shares, no par value: Authorized 19,000,000 shares; 10,805,057 issued and outstanding at December 31, 2019 and 10,510,694 at September 30, 2019	2,663	2,589
Additional paid-in capital	26,323	25,183
Accumulated deficit	(18,651)	(17,097)
Total shareholders' equity	10,370	10,710
Total liabilities and shareholders' equity	$ 60,918	$ 41,980

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating activities:
Net loss	$ (1,426)	$ (85)
Adjustments to reconcile net loss to net cash provided by operating activities, net of acquisition:
Depreciation and amortization	732	713
Amortization finance lease	32
Employee stock compensation expense	81	25
Gain on disposal of property and equipment		(3)
Unrealized foreign currency gains	18	(146)
Changes in operating assets and liabilities:
Accounts receivable	(1,013)	516
Inventories	61	10
Income tax accruals	97
Prepaid expenses and other assets	(774)	(227)
Accounts payable	479	(532)
Accrued expenses	666	317
Customer advances	2,501	319
Net cash provided by operating activities	1,454	907
Investing activities:
Capital expenditures	(4,000)
Cash paid in acquisition	(2,165)	(684)
Net cash used by investing activities	(6,165)	(684)
Financing activities:
Payments on finance lease liability	(37)
Payments of long-term debt	(250)	(224)
Payments of debt issuance costs	(110)	(11)
Payments on revolving line of credit	(10,531)	(5,892)
Borrowings on revolving line of credit	10,194	5,892
Borrowing on construction loan	1,183
Borrowing on capex line of credit	728
Payments on capital lease obligations		(38)
Borrowing on long-term loan	3,439
Net cash provided by (used in) financing activities	4,616	(273)
Net decrease in cash and cash equivalents	(95)	(50)
Cash and cash equivalents at beginning of period	606	773
Cash and cash equivalents at end of period	511	723
Supplemental disclosure of cash flow information:
Cash paid for interest	270	$ 116
Preclinical Research Services acquisition:
Assets acquired	6,435
Liabilities assumed	(1,302)
Common shares issued	(1,133)
Cash paid	4,000
Smithers Avanza Toxicology Services LLC acquisition
Operating activities:
Net loss	$ 31

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LEASES

3 Months Ended

Dec. 31, 2019

LEASES

LEASES

12.    LEASES

The Company has various operating and finance leases for facilities and equipment. Facilities leases provide office, laboratory, warehouse, or land, the company uses to conduct its operations.  Facilities leases range in duration from two to ten years, with either renewal options for additional terms as the initial lease term expires, or purchase options.  Facilities leases are considered as either operating or financing leases.

Equipment leases provide for office equipment, laboratory equipment or services the company uses to conduct its operations.  Equipment leases range in duration from 27 to 60 months, with either subsequent annual renewals, additional terms as the initial lease term expires, or purchase options.

Effective October 1, 2019 the Company adopted ASC 842 Leases using a modified retrospective transition approach which applies the standard to leases existing at the effective date with no restatement of prior periods.  The Company’s operating leases have been included in operating lease right-of--use assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities in the consolidated balance sheet.   Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the leases.

The Company’s finance leases are included in property, plant and equipment and current portion of long-term debt.

The Company elected to apply the following practical expedients and accounting policy elections permitted by the standard at transition:

· The Company has elected that it will not reassess contracts that have expired or existed at the date of adoption for 1) leases under the new definition of a lease, 2) lease classification, 3) whether previously capitalized initial direct costs would qualify for capitalization under the standard.

· The Company elected not to separate lease and non-lease components.

· The Company elected not to assess whether any land easements are, or contain, leases.

· The Company elected to record leases with an initial term of 12 months or less directly in the condensed consolidated statement of comprehensive loss.

Right-of-use lease assets and lease liabilities that are reported in the Company’s condensed consolidated balance sheets are as follows:

	As of
	December 31, 2019
Operating right-of-use assets, net	$	4,739
Current portion of operating lease liabilities		864
Long-term operating lease liabilities		4,044
Total operating lease liabilities	$	4,908
Finance right-of-use assets, net		4,641
Current portion of finance lease liabilities		4,616
Long-term finance lease liabilities		17
Total finance lease liabilities	$	4,633

During the three months ended December 31, 2019, the Company had operating lease and finance lease amortizations of $210 and $32 respectively.   Finance lease interest recorded in the quarter was $67.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.  The components of lease expense related to the Company’s lease for the first quarter ended December 31, 2019 were:

	As of
	December 31, 2019
Operating lease costs:
Fixed operating lease costs	$	214
Short-term lease costs		14
Variable lease costs		1
Sublease income		(159)
Finance lease costs:
Amortization of right-of-use asset expense		32
Interest on finance lease liability		67
Total lease cost	$	169

The Company serves as lessor to a sublessee in one facility through the end of calendar year 2024.  The gross rental income and underlying lease expense are presented gross in the Company’s statement of financial position.  The Company received rental income of $159 during the first fiscal quarter of 2020.

Supplemental cash flow information related to leases was as follows:

	Three months Ended
	December 31, 2019
Cash flows included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	58
Operating cash flows from finance leases		32
Finance cash flows from finance leases		37
Non-cash lease activity:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	377

The weighted average remaining lease term and discount rate for the Company’s operating and finance leases as of December 31, 2019 were:

	As of
	December 31, 2019
Weighted-average remaining lease term (in years)
Operating lease	64.95
Finance lease	7.09
Weighted-average discount rate (in percentages)
Operating lease	5.22
Finance lease	5.95

Lease duration was determined utilizing renewal options that the Company is reasonably certain to execute.

As of December 31, 2019, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows:

	Operating Leases		Finance Leases
2020	$	886	$	4,749
2021		890		17
2022		965		—
2023		969		—
2024		1,504		—
Thereafter		508		—
Total minimum future lease payments		5,722		4,766
Less interest		(814)		(133)
Total lease liability		4,908		4,633

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INVENTORIES

3 Months Ended

Dec. 31, 2019

INVENTORIES

INVENTORIES

4.    INVENTORIES

Inventories consisted of the following:

	December 31,		September 30,
	2019		2019
Raw materials	$	784	$	858
Work in progress		87		89
Finished goods		371		346
		1,242		1,293
Obsolescence reserve		(208)		(198)
	$	1,034	$	1,095

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ACCRUED EXPENSES

3 Months Ended

Dec. 31, 2019

ACCRUED EXPENSES

ACCRUED EXPENSES

8.    ACCRUED EXPENSES

As part of a fiscal 2012 restructuring, we accrued for lease payments at the cease use date for our United Kingdom facility and have considered free rent, sublease rentals and the number of days it would take to restore the space to its original condition prior to our improvements. Based on these matters, we had a $1,117 reserve for lease related costs and for legal and professional fees and other costs to remove improvements previously made to the facility. During the first quarter of fiscal 2020, the Company released a portion of the reserve for lease related liabilities that were no longer owed due to the statute of limitations. At December 31, 2019 and September 30, 2019, respectively, we had $304 and $349 reserved for the remaining liability. The reserve is classified as a current liability on the condensed consolidated balance sheets.

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DEBT (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Sep. 30, 2019
DEBT ARRANGEMENTS
Long-term Debt	$ 20,259	$ 15,087
Less: Current portion	(1,153)	(1,109)
Less: Debt issue costs not amortized	(302)	(207)
Total Long-term debt	18,804	13,771
Construction and Equipment loans [Member]
DEBT ARRANGEMENTS
Long-term Debt	5,484	4,301
Term Loan [Member]
DEBT ARRANGEMENTS
Long-term Debt	13,165	9,662
Initial Term Loan [Member]
DEBT ARRANGEMENTS
Long-term Debt	3,930	3,990
Subsequent Term Loan [Member]
DEBT ARRANGEMENTS
Long-term Debt	4,541	4,715
Third Term Loan
DEBT ARRANGEMENTS
Long-term Debt	1,255	1,271
Fourth Term Loan
DEBT ARRANGEMENTS
Long-term Debt	1,500	0
Fifth Term loan
DEBT ARRANGEMENTS
Long-term Debt	1,939	0
Smithers Avanza Toxicology Services LLC acquisition | Unsecured promissory note
DEBT ARRANGEMENTS
Long-term Debt	810	810
PCRS acquisition | Unsecured promissory note
DEBT ARRANGEMENTS
Long-term Debt	$ 800	$ 0

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INCOME (LOSS) PER SHARE - Basic net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Basic net loss per share:
Net loss applicable to common shareholders	$ (1,426)	$ (85)
Weighted average common shares outstanding	10,669	10,245
Basic net loss per share	$ (0.13)	$ (0.01)
Diluted net loss per share:
Diluted net loss applicable to common shareholders	$ (1,426)	$ (85)
Weighted average common shares outstanding	10,669	10,245
Plus: Incremental shares from assumed conversions:
Series A preferred shares	0	0
Dilutive stock options/shares	0	0
Diluted weighted average common shares outstanding	10,669	10,245
Diluted net loss per share	$ (0.13)	$ (0.01)

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2019	Sep. 30, 2019
Allowance for Doubtful Accounts Receivable, Current	$ 425	$ 1,759
Common Stock, No Par Value	$ 0	$ 0
Common Stock, Shares Authorized	19,000,000	19,000,000
Common Stock, Shares, Issued	10,805,057	10,510,694
Common Stock, Shares, Outstanding	10,805,057	10,510,694
Series A Preferred Stock [Member]
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Issued	35	35
Preferred Stock, Shares Outstanding	35	35
Preferred Stock, Par or Stated Value Per Share	$ 1,000	$ 1,000

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DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

3 Months Ended

Dec. 31, 2019

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

BIOANALYTICAL SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except per share data or as otherwise indicated)

(Unaudited)

1.   DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Bioanalytical Systems, Inc. and its subsidiaries, including as operating under the trade name “Inotiv” (“We,” “Our,” “Us,” the “Company,” “BASi” and “Inotiv”) engage in contract laboratory research services and other services related to pharmaceutical development. We also manufacture scientific instruments for life sciences research, which we sell with related software for use by pharmaceutical companies, universities, government research centers and medical research institutions. Our customers are located throughout the world.

We have prepared the accompanying unaudited interim condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”), and therefore should be read in conjunction with our audited consolidated financial statements, and the notes thereto, included in the Company’s annual report on Form 10-K for the year ended September 30, 2019.  In the opinion of management, the condensed consolidated financial statements for the three months ended December 31, 2019 and 2018 include all adjustments which are necessary for a fair presentation of the results of the interim periods and of our financial position at December 31, 2019. The results of operations for the three months ended December 31, 2019 may not be indicative of the results for the year ending September 30, 2020.

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SEGMENT INFORMATION

3 Months Ended

Dec. 31, 2019

SEGMENT INFORMATION

SEGMENT INFORMATION

5.    SEGMENT INFORMATION

We operate in two principal segments - research services and research products. Our Services segment provides research and development support on a contract basis directly to pharmaceutical companies. Our Products segment provides liquid chromatography, electrochemical and physiological monitoring products to pharmaceutical companies, universities, government research centers and medical research institutions.  Our accounting policies in these segments are the same as those described in the summary of significant accounting policies found in Note 2 to Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended September 30, 2019.

	Three Months Ended
	December 31,
	2019		2018
Revenue:
Service	$	12,142	$	7,735
Product		776		890
	$	12,918	$	8,625
Operating income (loss):
Service	$	1,263	$	636
Product		(271)		(80)
Corporate		(2,012)		(515)
	$	(1,020)	$	41
Interest expense		(311)		(126)
Other income		2		1
Loss before income taxes	$	(1,329)	$	(84)

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NEW ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Dec. 31, 2019

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS

9.    NEW ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued updated guidance on leases which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted.

On October 1, 2019, the Company adopted ASC 842 Leases (ASU No.2016-02) and all the related amendments to its lease contracts using the modified retrospective method.  The effective date was used as the Company’s date of initial application with no restatement of prior periods.  As such prior periods continue to be reported under the accounting standards in effect for those periods.  The Company recorded upon adoption a right-of -use asset and lease liability on the consolidated condensed balance sheet of $9,558 and $9,686, respectively.  The lease liability reflects the present value of the Company’s estimated future minimum lease payments over the term of the lease, which includes options that are reasonably certain to be exercised, discounted utilizing a collateralized incremental borrowing rate.  The impact of the new lease standard does not affect the Company’s cash flows. See Note 12 Leases for additional information.

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments (Topic 326) Measurement of Credit Losses on Financial Instrument” “CECL”).  ASU 2016-13 requires an allowance for expected credit losses on financial assets be recognized as early as day one of the instrument.  This ASU departs from the incurred loss model which means the probability threshold is removed.  It considers more forward-looking information and requires the entity to estimate its credit losses as far as it can reasonably estimate.  This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted.  The Company is assessing this pronouncement and does not expect a material impact to the financial statements.

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SUBSEQUENT EVENT

3 Months Ended

Dec. 31, 2019

SUBSEQUENT EVENT

SUBSEQUENT EVENT

13.    SUBSEQUENT EVENT

On January 27, 2020, the Company entered into a new Employment Agreement (the “Employment Agreement”) with Robert Leasure, Jr. The Employment Agreement replaces Mr. Leasure’s prior employment agreement, which expired on December 31, 2019.

Pursuant to the Employment Agreement, Mr. Leasure agrees to continue to serve as the President and Chief Executive Officer of the Company for a term ending on December 31, 2020, subject to extension for successive one-year periods thereafter upon the mutual agreement of the parties. Under the Employment Agreement, Mr. Leasure will (i) be entitled to receive an annual base salary of $370,000, (ii) have an annual incentive opportunity of up to 50% of his base salary and (iii) be entitled to vacation in accordance with Company policy and reimbursement for ordinary and necessary business expenses. Mr. Leasure will also be entitled to participate in the Company’s benefit plans and programs provided to Company executives generally, subject to eligibility requirements and other terms and conditions of those plans. Also under the terms of the Employment Agreement and under the Company’s 2018 Equity Incentive Plan (the “Plan”), on the effective date of the Employment Agreement, Mr. Leasure received (i) 13,000 restricted common shares of the Company and (ii) options to purchase 45,000 of the Company’s common shares, in each case subject to vesting and forfeiture, including in the event of Mr. Leasure’s termination by the Company for cause or Mr. Leasure’s resignation other than for good reason (each as defined in the Employment Agreement).

The Employment Agreement provides for certain non-competition, non-solicitation and confidentiality undertakings. Should Mr. Leasure’s employment be terminated by reason of Mr. Leasure’s death, by the Company without cause or in the event of Mr. Leasure’s disability (as defined in the Employment Agreement), or by Mr. Leasure for good reason, Mr. Leasure or his estate would be entitled to his base salary and a prorated portion of his annual incentive award for the year in which termination occurs, in each case through the effective date of the termination of his employment. If Mr. Leasure’s employment is terminated by the Company other than for cause, or by Mr. Leasure for good reason, in either case within 12 months after a change in control (as defined in the Plan) (i) the Company would pay to Mr. Leasure in a lump sum, as severance compensation, an amount equal to one times his base salary then in effect plus one times his annual incentive compensation paid for the Company’s last calendar year, (ii) all unvested outstanding options to purchase the Company’s common shares, unvested awards of restricted shares and unvested awards of restricted share units held by Mr. Leasure would vest immediately prior to the termination and, in the case of any such options, remain exercisable for a period of 30 days following the effective date of the termination, and (iii) Mr. Leasure would be entitled to receive, a pro-rata portion of the number of performance shares that would have been earned by Mr. Leasure if the performance conditions related thereto were satisfied at the target level for such awards and Mr. Leasure had been employed on the date required to earn such shares.

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INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019
Income Taxes [Line Items]
Operating Loss Carryforwards	$ 1,648
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
Effective Income Tax Rate Reconciliation, Percent	(7.32%)
Liability for uncertain tax positions	$ 0	$ 0
Scenario, Plan [Member]
Income Taxes [Line Items]
Effective Income Tax Rate Reconciliation, Percent		21.00%
Maximum
Income Taxes [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%
Minimum
Income Taxes [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%

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INCOME (LOSS) PER SHARE - Additional Information (Details) - shares	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Employee Stock Option [Member]
LOSS PER SHARE
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	785	297

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SEGMENT INFORMATION (Tables)

3 Months Ended

Dec. 31, 2019

SEGMENT INFORMATION

Schedule of operating segments

	Three Months Ended
	December 31,
	2019		2018
Revenue:
Service	$	12,142	$	7,735
Product		776		890
	$	12,918	$	8,625
Operating income (loss):
Service	$	1,263	$	636
Product		(271)		(80)
Corporate		(2,012)		(515)
	$	(1,020)	$	41
Interest expense		(311)		(126)
Other income		2		1
Loss before income taxes	$	(1,329)	$	(84)

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LEASES (Tables)

3 Months Ended

Dec. 31, 2019

LEASES

Summary of right-of-use lease assets and lease liabilities that are reported in the Company's condensed consolidated balance sheets

	As of
	December 31, 2019
Operating right-of-use assets, net	$	4,739
Current portion of operating lease liabilities		864
Long-term operating lease liabilities		4,044
Total operating lease liabilities	$	4,908
Finance right-of-use assets, net		4,641
Current portion of finance lease liabilities		4,616
Long-term finance lease liabilities		17
Total finance lease liabilities	$	4,633

Summary of components of lease expense

	As of
	December 31, 2019
Operating lease costs:
Fixed operating lease costs	$	214
Short-term lease costs		14
Variable lease costs		1
Sublease income		(159)
Finance lease costs:
Amortization of right-of-use asset expense		32
Interest on finance lease liability		67
Total lease cost	$	169

Summary of supplemental cash flow information related to leases

	Three months Ended
	December 31, 2019
Cash flows included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	58
Operating cash flows from finance leases		32
Finance cash flows from finance leases		37
Non-cash lease activity:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	377

Summary of weighted average remaining lease term and discount rate

	As of
	December 31, 2019
Weighted-average remaining lease term (in years)
Operating lease	64.95
Finance lease	7.09
Weighted-average discount rate (in percentages)
Operating lease	5.22
Finance lease	5.95

Summary of maturities of operating lease liabilities for each of the following five years and a total thereafter

	Operating Leases		Finance Leases
2020	$	886	$	4,749
2021		890		17
2022		965		—
2023		969		—
2024		1,504		—
Thereafter		508		—
Total minimum future lease payments		5,722		4,766
Less interest		(814)		(133)
Total lease liability		4,908		4,633

Summary of maturities of finance lease liabilities for each of the following five years and a total thereafter

	Operating Leases		Finance Leases
2020	$	886	$	4,749
2021		890		17
2022		965		—
2023		969		—
2024		1,504		—
Thereafter		508		—
Total minimum future lease payments		5,722		4,766
Less interest		(814)		(133)
Total lease liability		4,908		4,633

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LEASES - Right-of-use lease assets and lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Sep. 30, 2019
Right-of-use lease assets and lease liabilities
Operating lease right-of use-assets, net	$ 4,739	$ 0
Current portion of operating lease liabilities	864	0
Long-term operating lease liabilities	4,044	0
Total operating lease liabilities	4,908
Finance right-of-use assets, net	4,641	0
Current portion of finance lease liabilities	4,616	18
Long-term finance lease liabilities	17	$ 18
Total lease liability	$ 4,633

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BUSINESS COMBINATIONS - Unaudited pro forma (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2019 USD ($) $ / shares
BUSINESS COMBINATIONS
Total revenues | $	$ 11,345
Net (loss) income | $	$ (1,173)
Pro forma basic net loss per share | $ / shares	$ (0.11)
Pro forma diluted net loss per share | $ / shares	$ (0.11)

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INCOME (LOSS) PER SHARE

3 Months Ended

Dec. 31, 2019

INCOME (LOSS) PER SHARE

INCOME (LOSS) PER SHARE

3.    INCOME (LOSS) PER SHARE

We compute basic income (loss) per share using the weighted average number of common shares outstanding.  The Company has two categories of dilutive potential common shares: Series A preferred shares issued in May 2011 in connection with our registered direct offering and shares issuable upon exercise of options.  We compute diluted earnings per share using the if-converted method for preferred shares and the treasury stock method for stock options, respectively. Shares issuable upon exercise of 297 options were not considered in computing diluted income (loss) per share for the three months ended December 31, 2018 because they were anti-dilutive.  Shares issuable upon exercise of 785 options were not considered in computing diluted income (loss) per share for the three months ended December 31, 2019 because they were anti-dilutive.

The following table reconciles our computation of basic net loss per share to diluted loss per share:

	Three Months Ended
	December 31,
	2019		2018
Basic net loss per share:
Net loss applicable to common shareholders	$	(1,426)	$	(85)
Weighted average common shares outstanding		10,669		10,245
Basic net loss per share	$	(0.13)	$	(0.01)
Diluted net loss per share:
Diluted net loss applicable to common shareholders	$	(1,426)	$	(85)
Weighted average common shares outstanding		10,669		10,245
Plus:  Incremental shares from assumed conversions:
Series A preferred shares		—		—
Dilutive stock options/shares		—		—
Diluted weighted average common shares outstanding		10,669		10,245
Diluted net loss per share	$	(0.13)	$	(0.01)

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Document And Entity Information - shares	3 Months Ended
	Dec. 31, 2019	Feb. 09, 2020
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Entity Registrant Name	BIOANALYTICAL SYSTEMS INC
Entity Current Reporting Status	Yes
Entity Central Index Key	0000720154
Current Fiscal Year End Date	--09-30
Entity Filer Category	Non-accelerated Filer
Trading Symbol	BASi
Entity Common Stock, Shares Outstanding		10,818,057
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Interactive Data Current	Yes

XML

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred Shares [Member]	Common Shares [Member]	Additional paid-in capital [Member]	Accumulated other comprehensive income (loss) [Member]	Total
Balance at Sep. 30, 2018	$ 35	$ 2,523	$ 24,557	$ (16,231)	$ 10,884
Balance (in shares) at Sep. 30, 2018	35	10,245,277
Comprehensive loss:
Adoption of accounting standard				(76)	(76)
Net loss				(85)	(85)
Stock based compensation expense			25		25
Balance at Dec. 31, 2018	$ 35	$ 2,523	24,582	(16,392)	10,748
Balance (in shares) at Dec. 31, 2018	35	10,245,277
Balance at Sep. 30, 2019	$ 35	$ 2,589	25,183	(17,097)	10,710
Balance (in shares) at Sep. 30, 2019	35	10,510,694
Comprehensive loss:
Adoption of accounting standard				(128)	(128)
Net loss				(1,426)	(1,426)
Stock issued in acquisition		$ 60	1,073		1,133
Stock issued in acquisition (In shares)		240,000
Stock based compensation expense		$ 14	67		81
Stock based compensation (in shares)		54,363
Balance at Dec. 31, 2019	$ 35	$ 2,663	$ 26,323	$ (18,651)	$ 10,370
Balance (in shares) at Dec. 31, 2019	35	10,805,057

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SUBSEQUENT EVENT (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 27, 2020	Dec. 31, 2019
Restricted common shares
SUBSEQUENT EVENTS
Number of shares granted		54
Subsequent event
SUBSEQUENT EVENTS
Extension term for employment	1 year
Annual base salary	$ 370,000
Percentage of annual incentive opportunity	50.00%
Options to purchase Company's common shares	45,000
Subsequent event | Restricted common shares
SUBSEQUENT EVENTS
Number of shares granted	13,000

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INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Sep. 30, 2019
INVENTORIES
Raw materials	$ 784	$ 858
Work in progress	87	89
Finished goods	371	346
Gross inventories	1,242	1,293
Obsolescence reserve	(208)	(198)
Inventories	$ 1,034	$ 1,095

XML

STOCK BASED COMPENSATION - Restricted share activity (Details) - Restricted common shares	3 Months Ended
	Dec. 31, 2019 shares
Outstanding - September 30, 2019	20
Granted	54
Forfeited	0
Outstanding - December 30, 2019	74

XML

DEBT - Additional Information (Details)	3 Months Ended
	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)
DEBT ARRANGEMENTS
Long-term Debt	$ 20,259,000	$ 15,087,000
Minimum | President and Chief Executive Officer [Member]
DEBT ARRANGEMENTS
Life Insurance, Corporate or Bank Owned, Amount	$ 5,000,000
Credit Arrangements [Member] | Maximum
DEBT ARRANGEMENTS
Minimum Debt Service Coverage Ratio One	1.25
Minimum Debt Service Coverage Ratio Two	5.00
EBITDA Ratio One	4.50
EBITDA Ratio Two	4.25
Credit Arrangements [Member] | Minimum
DEBT ARRANGEMENTS
Minimum Debt Service Coverage Ratio One	1.0
Minimum Debt Service Coverage Ratio Two	1.00
EBITDA Ratio One	1.00
EBITDA Ratio Two	1.0
First Internet Bank of Indiana [Member]
DEBT ARRANGEMENTS
Debt Instrument, Periodic Payment	$ 33,000
Debt Instrument, Interest Rate, Stated Percentage	3.99%
Debt Instrument, Face Amount	$ 4,500,000
Long-term Debt, Gross	3,930,000
First Internet Bank of Indiana [Member] | Equipment Draw Loan [Member]
DEBT ARRANGEMENTS
Long-term Debt	1,237,000
Line of Credit Facility, Additional Borrowing Capacity	1,429,000
First Internet Bank of Indiana [Member] | Construction Draw Loan [Member]
DEBT ARRANGEMENTS
Long-term Debt	4,247,000
Line of Credit Facility, Additional Borrowing Capacity	4,445,000
First Internet Bank of Indiana [Member] | Revolving Credit Facility [Member]
DEBT ARRANGEMENTS
Line of Credit Facility, Additional Borrowing Capacity	$ 5,000,000
Basis points deducted from prime rate	0.00%
Long-term Line of Credit	$ 725,000
Smithers Avanza Toxicology Services LLC acquisition | Unsecured promissory note
DEBT ARRANGEMENTS
Debt Instrument, Interest Rate, Stated Percentage	6.50%
Debt Instrument, Face Amount	$ 810,000
PCRS acquisition | Unsecured promissory note
DEBT ARRANGEMENTS
Debt Instrument, Periodic Payment	$ 800,000
Debt Instrument, Interest Rate, Stated Percentage	4.50%
Subsequent Term Loan [Member]
DEBT ARRANGEMENTS
Long-term Debt	$ 4,541,000	4,715,000
Subsequent Term Loan [Member] | First Internet Bank of Indiana [Member]
DEBT ARRANGEMENTS
Debt Instrument, Periodic Payment	$ 78,000
Debt Instrument, Interest Rate, Stated Percentage	5.06%
Debt Instrument, Face Amount	$ 5,500,000
Long-term Debt	4,541,000
Third Term Loan
DEBT ARRANGEMENTS
Long-term Debt	1,255,000	1,271,000
Third Term Loan | First Internet Bank of Indiana [Member]
DEBT ARRANGEMENTS
Debt Instrument, Periodic Payment	$ 20,000
Debt Instrument, Interest Rate, Stated Percentage	4.63%
Debt Instrument, Face Amount	$ 1,271,000
Long-term Debt	1,255,000
Fourth Term Loan
DEBT ARRANGEMENTS
Long-term Debt	$ 1,500,000	0
Fourth Term Loan | First Internet Bank of Indiana [Member]
DEBT ARRANGEMENTS
Debt Instrument, Interest Rate, Stated Percentage	4.00%
Debt Instrument, Face Amount	$ 1,500,000
Long-term Debt	1,500,000
Fifth Term loan
DEBT ARRANGEMENTS
Long-term Debt	$ 1,939,000	$ 0
Fifth Term loan | First Internet Bank of Indiana [Member]
DEBT ARRANGEMENTS
Debt Instrument, Interest Rate, Stated Percentage	4.00%
Debt Instrument, Face Amount	$ 1,939,000
Long-term Debt	$ 1,939,000
Current Credit Agreement [Member] | First Internet Bank of Indiana [Member] | Equipment Draw Loan [Member]
DEBT ARRANGEMENTS
Debt Instrument, Interest Rate, Stated Percentage	5.20%
Current Credit Agreement [Member] | First Internet Bank of Indiana [Member] | Construction Draw Loan [Member]
DEBT ARRANGEMENTS
Debt Instrument, Interest Rate, Stated Percentage	5.20%
Capex Line [Member] | First Internet Bank of Indiana [Member] | Capital Expenditure Line of Credit [Member]
DEBT ARRANGEMENTS
Debt Instrument, Face Amount	$ 1,100,000
Long-term Debt	$ 948,000
Basis points deducted from prime rate	(0.50%)
Second Capex Line [Member] | First Internet Bank of Indiana [Member] | Capital Expenditure Line of Credit [Member]
DEBT ARRANGEMENTS
Debt Instrument, Face Amount	$ 3,000.00
Long-term Debt	$ 435,000
Basis points deducted from prime rate	(0.50%)
Second Capex Line [Member] | First Internet Bank of Indiana [Member] | Capital Expenditure Line of Credit [Member] | Base Rate [Member]
DEBT ARRANGEMENTS
Basis points deducted from prime rate	4.00%

XML

DEBT

3 Months Ended

Dec. 31, 2019

DEBT

DEBT

7.    DEBT

Credit Facility

On December 1, 2019, in connection with the PCRS Acquisition (as described in Note 10), we entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with First Internet Bank of Indiana (“FIB”).  The Credit Agreement includes five term loans (the “Initial Term Loan,” “Second Term Loan,” “Third Term Loan,” “Fourth Term Loan,” and “Fifth Term Loan,” respectively), a revolving line of credit (the “Revolving Facility”), a construction draw loan (the “Construction Draw Loan”), an equipment draw loan (the “Equipment Draw Loan”), and two capital expenditure lines of credit (the “Initial Capex Line” and the “Second Capex Line,” respectively).

The Initial Term Loan for $4,500 bears interest at a fixed rate of 3.99%, with monthly principal and interest payments of approximately $33. The Initial Term Loan matures June 23, 2022. The balance on the Initial Term Loan at December 31, 2019 was $3,930. We used the proceeds from the Initial Term Loan to satisfy our indebtedness with Huntington Bank and terminated the related interest rate swap.

The Second Term Loan for $5,500 was used to fund a portion of the cash consideration for the Seventh Wave Acquisition (as described in Note 10). Amounts outstanding under the Second Term Loan bear interest at a fixed per annum rate of 5.06%, with monthly principal and interest payments equal to $78. The Second Term Loan matures July 2, 2023 and the balance on the Second Term Loan at December 31, 2019 was $4,541.

The Third Term Loan for $1,271 was used to fund the cash consideration for the Smithers Avanza Acquisition (as described in Note 10). Amounts outstanding under the Third Term Loan bear interest at a fixed per annum rate of 4.63%. The Third Term Loan required monthly interest only payments until December 1, 2019, from which time payments of principal and interest in monthly installments of $20 are required, with all accrued but unpaid interest, cost and expenses due and payable at the maturity date. The Third Term Loan matures November 1, 2025 and the balance on the Third Term Loan at December 31, 2019 was $1,255.

The Fourth Term Loan in the principal amount of $1,500 has a maturity of June 1, 2025. Interest accrues on the Fourth Term Loan at a fixed per annum rate equal to 4%, with interest payments only commencing January 1, 2020 through June 1, 2020, with monthly payments of principal and interest thereafter through maturity. The balance on the Fourth Term Loan at December 31, 2019 was $1,500.

The Fifth Term loan in the principal amount of $1,939 has a maturity of December 1, 2024. Interest accrues on the Fifth Term Loan at a fixed per annum rate equal to 4%, with payments of principal and interest due monthly through maturity. The balance on the Fifth Term Loan at December 31, 2019 was $1,939. We entered into the Fourth Term Loan and the Fifth Term Loan in connection with the PCRS Acquisition.

The Revolving Facility provides a line of credit for up to $5,000,  which the Company may borrow from time to time, subject to the terms of the Credit Agreement, including as may be limited by the amount of the Company’s outstanding eligible receivables. The Revolving Facility has a maturity of January 31, 2021 and requires monthly accrued and unpaid interest payments only until maturity at a floating per annum rate equal to the greater of (a) 4%, or (b) the sum of the Prime Rate plus Zero Basis Points (0.0)%, which rate shall change concurrently with the Prime Rate.  The balance on the Revolving Facility was $725 as of December 31, 2019.

The Construction Draw Loan provides for borrowings up to a principal amount not to exceed $4,445 and the Equipment Draw Loan provides for borrowings up to a principal amount not to exceed $1,429. The Construction Draw Loan and Equipment Draw Loan each mature on March 28, 2025. As of December 31, 2019, there was a $4,247 balance on the Construction Draw Loan and a $1,237 balance on the Equipment Draw Loan.

Subject to certain conditions precedent, the Construction Draw Loan and an Equipment Draw Loan each permit the Company to obtain advances aggregating up to the maximum principal amount available for such loan through March 28, 2020. Amounts outstanding under these loans bear interest at a fixed per annum rate of 5.20%. The Construction Draw Loan and the Equipment Draw Loan each require monthly payments of accrued interest on amounts outstanding through March 28, 2020, and thereafter monthly payments of principal and interest on amounts then outstanding through maturity. We have utilized funds from the Construction Draw Loan and the Equipment Draw Loan in connection with the Evansville facility expansion.

The Initial Capex Line provides for borrowings up to the principal amount of $1,100, which the Company may borrow from time to time, subject to the terms of the Credit Agreement. The Initial Capex Line matures on June 30, 2020, and as of December 31, 2019, had a balance of $948.  Interest accrues on the principal balance of the Initial Capex Line at a floating per annum rate equal to the sum of the Prime Rate plus Fifty Basis Points (0.5%),  which rate shall change concurrently with the Prime Rate. The Company is required to pay accrued but unpaid interest on the Initial Capex Line on a monthly basis until June 30, 2020, at which time the entire balance of the Capex Line, together with accrued but unpaid interest, costs and expenses, shall be due and payable in full.

The Second Capex Line provides for borrowings up to the principal amount of $3,000,  subject to the terms of the Credit Agreement, with a maturity of December 31, 2020 and interest payments only until maturity at a floating per annum rate equal to the greater of (a) 4%,  or (b) the sum of the Prime Rate plus Fifty Basis Points (0.5%),  which rate shall change concurrently with the Prime Rate. At December 31, 2019, the balance on the Second Capex Line was $435.

The Company’s obligations under the Credit Agreement are guaranteed by BAS Evansville, Inc. (“BASEV”), Seventh Wave Laboratories, LLC, BASi Gaithersburg LLC, as well as Bronco Research Services LLC (“Bronco”), each a wholly owned subsidiary of the Company (collectively, the "Guarantors"). The Company’s obligations under the Credit Agreement and the Guarantor's obligations under their respective guaranties are secured by first priority security interests in substantially all of the assets of the Company and the Guarantors, respectively, mortgages on the Company’s, BASEV’s and Bronco’s facilities in West Lafayette, Indiana, Evansville, Indiana, and Fort Collins, Colorado, respectively, and pledges of the Company’s ownership interests in its subsidiaries.

The Credit Agreement includes financial covenants consisting of (i) a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of not less than 1.25 to 1.0,  tested quarterly and measured on a trailing twelve (12) month basis and (ii) beginning March 31, 2020 a Cash Flow Leverage Ratio (as defined in the Credit Agreement), tested quarterly, as follows: not to exceed (a) as of March 31, 2020, 5.00 to 1.00,  (b) as of June 30, 2020, 4.50 to 1.00,  (c) as of September 30, 2020, 4.25 to 1.00 and (d) as of December 31, 2020 and each quarter thereafter, 4.00 to 1.00. Upon an event of default, which includes certain customary events such as, among other things, a failure to make required payments when due, a failure to comply with covenants, certain bankruptcy and insolvency events, and defaults under other material indebtedness, FIB may cease advancing funds, increase the interest rate on outstanding balances, accelerate amounts outstanding, terminate the agreement and foreclose on all collateral. The Company has also agreed to obtain a life insurance policy in an amount not less than $5,000 for its President and Chief Executive Officer and to provide FIB an assignment of such life insurance policy as collateral.

In addition to the indebtedness under our Credit Agreement, as part of the Smithers Avanza Acquisition, we have an unsecured promissory note payable to the Smithers Avanza Seller in the initial principal amount of $810 made by BASi Gaithersburg and guaranteed by the Company. The promissory note bears interest at 6.5% with monthly payments and maturity date of May 1, 2022. As part of the PCRS Acquisition, we also have an unsecured promissory note payable to the Preclinical Research Services Seller in the initial principal amount of $800. The promissory note bears interest at 4.5% with monthly payments and a maturity date of December 1, 2024.

Long term debt is detailed in the table below.

	As of:
	December 31, 2019		September 30, 2019
Initial term loan	$	3,930	$	3,990
Subsequent term loan		4,541		4,715
Third term loan		1,255		1,271
New term loan		1,500		—
PCRS building loan		1,939		—
Subtotal term loans		13,165		9,662
Construction and Equipment loans		5,484		4,301
Seller Note – Smithers Avanza		810		810
Seller Note – Preclinical Research Services		800		—
		20,259		15,087
Less: Current portion		(1,153)		(1,109)
Less: Debt issue costs not amortized		(302)		(207)
Total Long-term debt	$	18,804	$	13,771

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REVENUE RECOGNITION

3 Months Ended

Dec. 31, 2019

REVENUE RECOGNITION

REVENUE RECOGNITION

11.    REVENUE RECOGNITION

In accordance with ASC 606, which the Company adopted as of October 1, 2018 using the modified retrospective approach, the Company disaggregates its revenue from clients into two revenue streams, service revenue and product revenue. At contract inception the Company assesses the services promised in the contract with the clients to identify performance obligations in the arrangements.

Service revenue

The Company enters into contracts with clients to provide drug discovery and development services with payments based on mainly fixed-fee arrangements. The Company also offers free archive storage services on certain contracts. Clients can also enter into separate archive storage contracts after the expiration of the free storage period.

The Company’s drug discovery and development services contracts that include a free storage period are considered a single performance obligation because the Company provides a highly integrated service. The inclusion of free storage fees in the measurement of progress under the discovery and development service contracts creates a timing difference between the amounts the Company is entitled to receive in reimbursement of cost incurred and amount of revenue recognized on such costs, which is recognized as deferred revenue and classified as client advances on the condensed consolidated balance sheet.

The Company’s fixed fee arrangements may involve bioanalytical and pharmaceutical method development and validation, nonclinical research services and the analysis of bioanalytical and pharmaceutical samples. For bioanalytical and pharmaceutical method validation services and nonclinical research services, revenue is recognized over time using the input method based on the ratio of direct costs incurred , including hours, to total estimated direct costs since this best depicts the transfer of assets to the client over the life of the contract. For contracts that involve method development or the analysis of bioanalytical and pharmaceutical samples, revenue is recognized over time when samples are analyzed or when services are performed. The Company generally bills for services on a milestone basis. These contracts represent a single performance obligation and due to the Company’s right to payment for work performed, revenue is recognized over time. Research services contract fees received upon acceptance are deferred until earned and classified within customer advances on the condensed consolidated balance sheet. Unbilled revenues represent revenues earned under contracts in advance of billings.

Archive services provide climate controlled archiving for client’s data and samples. The archive revenue is recognized over time, generally when the service is provided. These arrangements typically include only one performance obligation. Amounts related to future archiving or prepaid archiving contracts for clients where archiving fees are billed in advance are accounted for as deferred revenue and recognized ratably over the period the applicable archive service is performed.

Certain costs are incurred in obtaining new contracts for our services business. Since these costs would otherwise be amortized within one year or less due to the average length of contracts, the Company chose to adopt the practical expedient and expense these incremental costs as incurred.

Product revenue

The Company’s products can be sold to multiple clients and have alternative use. Both the transaction sales price and shipping terms are agreed upon in the client order. For these products, all revenue is recognized at a point in time, generally when title of the product and control is transferred to the client based upon shipping terms. These arrangements typically include only one performance obligation. In situations which the Company is responsible for shipping before control is transferred to the client, the Company elected the practical expedient to consider the shipment as a fulfillment activity and not a separate performance obligation. Certain products have maintenance agreements available for clients to purchase. These are typically billed in advance and are accounted for as deferred revenue and recognized ratably over the applicable maintenance period. Certain products manufactured by the Company have a standard limited one year warranty offered. Warranty expenses, though, are immaterial; thus, we have not established a separate warranty liability.

The following table presents changes in the Company's contract liabilities for the quarter ended December 31, 2019.

	Balance at						Balance at
	September 30, 2019		Additions		Deductions		December 31, 2019
Contract liabilities:  Customer advances	$	6,726	$	14,058	$	(11,206)	$	9,578

XML

STOCK-BASED COMPENSATION - Weighted-average fair value (Details)	3 Months Ended
	Dec. 31, 2019
STOCK-BASED COMPENSATION
Risk-free interest rate	1.77%
Dividend yield	0.00%
Expected life of the options (years)	8 years
Maximum
STOCK-BASED COMPENSATION
Volatility of the expected market price of the Company's common shares	71.50%
Minimum
STOCK-BASED COMPENSATION
Volatility of the expected market price of the Company's common shares	71.00%

XML

INCOME (LOSS) PER SHARE (Tables)

3 Months Ended

Dec. 31, 2019

INCOME (LOSS) PER SHARE

Schedule of computation of basic net loss per share to diluted income per share

The following table reconciles our computation of basic net loss per share to diluted loss per share:

	Three Months Ended
	December 31,
	2019		2018
Basic net loss per share:
Net loss applicable to common shareholders	$	(1,426)	$	(85)
Weighted average common shares outstanding		10,669		10,245
Basic net loss per share	$	(0.13)	$	(0.01)
Diluted net loss per share:
Diluted net loss applicable to common shareholders	$	(1,426)	$	(85)
Weighted average common shares outstanding		10,669		10,245
Plus:  Incremental shares from assumed conversions:
Series A preferred shares		—		—
Dilutive stock options/shares		—		—
Diluted weighted average common shares outstanding		10,669		10,245
Diluted net loss per share	$	(0.13)	$	(0.01)

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BUSINESS COMBINATIONS (Tables)

3 Months Ended

Dec. 31, 2019

BUSINESS COMBINATIONS

Schedule of Unaudited pro forma information

	Three Months
	Ended
	December 31, 2019
Total revenues	$	11,345
Net loss		(1,173)
Pro forma basic net loss per share	$	(0.11)
Pro forma diluted net loss per share	$	(0.11)

Smithers Avanza Toxicology Services LLC acquisition

BUSINESS COMBINATIONS

Schedule of Preliminary purchase price allocation

	Allocation as of
	September 30, 2019
Assets acquired and liabilities assumed:
Receivables	$	1,128
Property and equipment		1,564
Prepaid expenses		147
Goodwill		545
Accrued expenses		(219)
Customer advances		(570)
	$	2,595

PCRS acquisition

BUSINESS COMBINATIONS

Schedule of Preliminary purchase price allocation

The preliminary purchase price allocation as of December 31, 2019 is as follows:

	Preliminary
	Allocation as of
	December 31, 2019
Assets acquired and liabilities assumed:
Receivables	$	578
Property and equipment		2,666
Unbilled revenues		162
Prepaid expenses		27
Goodwill		3,002
Accounts payable		(109)
Accrued expenses		(118)
Customer advances		(351)
	$	5,857

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REVENUE RECOGNITION - Changes in contract liabilities (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2019 USD ($)
REVENUE RECOGNITION
Customet advances beginning balance	$ 6,726
Additions	14,058
Deductions	(11,206)
Customet advances ending balance	$ 9,578

XML

NEW ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Oct. 01, 2019	Sep. 30, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of -use asset	$ 4,739		$ 0
Lease liability	$ 4,908
Restatement | Accounting Standards Update 2016-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of -use asset		$ 9,558
Lease liability		$ 9,686

XML

LEASES - Components of lease expense (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2019 USD ($)
Operating lease costs:
Fixed operating lease costs	$ 214
Short-term lease costs	14
Variable lease costs	1
Sublease income	(159)
Finance lease costs:
Amortization of finance lease	32
Interest on finance lease liability	67
Total lease cost	$ 169

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Dec. 31, 2019

STOCK-BASED COMPENSATION

Schedule of stock option activity

A summary of our stock option activity for the three months ended December 31, 2019 is as follows (in thousands except for share prices):

		Weighted-		Weighted-
		Average		Average
	Options	Exercise		Grant Date
	(shares)	Price		Fair Value
Outstanding - October 1, 2019	776	$	1.61	$	1.22
Exercised	—
Granted	11	$	4.64	$	3.14
Forfeited	(2)	$	1.56
Outstanding - December 31, 2019	785	$	1.65	$	1.25
Exercisable at December 31, 2019	223

Schedule of weighted-average assumptions used to compute the fair value of the options granted

The weighted-average assumptions used to compute the fair value of the options granted in the three months ended December 31, 2019 were as follows:

Risk-free interest rate	1.77	%
Dividend yield	0.00	%
Volatility of the expected market price of the Company's common shares	71.0%-71.5	%
Expected life of the options (years)	8.0

Schedule of restricted share activity

During the three months ended December 31, 2019, we granted a total of 54 restricted shares to members of  the Company's leadership team. A summary of our restricted share activity for the three months ended December 31, 2019 is as follows:

	Restricted
	Shares
Outstanding – September 30, 2019	20
Granted	54
Forfeited	—
Outstanding - December 31, 2019	74

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DEBT (Tables)

3 Months Ended

Dec. 31, 2019

DEBT

Schedule of Long-term debt

Long term debt is detailed in the table below.

	As of:
	December 31, 2019		September 30, 2019
Initial term loan	$	3,930	$	3,990
Subsequent term loan		4,541		4,715
Third term loan		1,255		1,271
New term loan		1,500		—
PCRS building loan		1,939		—
Subtotal term loans		13,165		9,662
Construction and Equipment loans		5,484		4,301
Seller Note – Smithers Avanza		810		810
Seller Note – Preclinical Research Services		800		—
		20,259		15,087
Less: Current portion		(1,153)		(1,109)
Less: Debt issue costs not amortized		(302)		(207)
Total Long-term debt	$	18,804	$	13,771

XML

STOCK-BASED COMPENSATION - Stock option activity (Details) - Employee Stock Option [Member]	3 Months Ended
	Dec. 31, 2019 $ / shares shares
STOCK-BASED COMPENSATION
Options (shares) Outstanding | shares	776
Options (shares) Granted | shares	11
Options (shares) Forfeited | shares	(2)
Options (shares) Outstanding | shares	785
Options (shares) Exercisable | shares	223
Weighted-Average Exercise Price Outstanding	$ 1.61
Weighted-Average Exercise Price Granted	4.64
Weighted-Average Exercise Price Forfeited	1.56
Weighted-Average Exercise Price Outstanding	1.65
Weighted-Average Grant Date Fair Value Outstanding	1.22
Weighted-Average Grant Date Fair Value Granted	3.14
Weighted-Average Grant Date Fair Value Outstanding	$ 1.25

XML

LEASES - Weighted average remaining lease (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2019 USD ($)
Cash flows Included in Measurement of Lease Liabilitiest [Abstract]
Operating cash flows from operating leases	$ 58
Operating cash flows from finance leases	32
Finance cash flows from finance leases	37
Non-cash lease activity:
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 377
Operating lease, weighted-average remaining lease term (in years)	64 years 11 months 12 days
Finance lease, weighted-average remaining lease term (in years)	7 years 1 month 2 days
Operating lease, weighted-average discount rate (in percentages)	5.22%
Finance lease, weighted-average discount rate (in percentages)	5.95%

XML

LEASES (Details)	3 Months Ended
	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Renewal option, operating lease	true
Renewal option, finance lease	true
Lease, Practical Expedients, Package [true false]	true
Lease, Practical Expedient, Lessor Single Lease Component [true false]	true
Lease, Practical Expedient, Land Easement [true false]	true
Facilities leases | Minimum
Lessee, Lease, Description [Line Items]
Lease term, operating lease	2 years
Lease term, finance lease	2 years
Facilities leases | Maximum
Lessee, Lease, Description [Line Items]
Lease term, operating lease	10 years
Lease term, finance lease	10 years
Equipment leases | Minimum
Lessee, Lease, Description [Line Items]
Lease term, operating lease	27 months
Lease term, finance lease	27 months
Equipment leases | Maximum
Lessee, Lease, Description [Line Items]
Lease term, operating lease	60 months
Lease term, finance lease	60 months

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BUSINESS COMBINATIONS - Preliminary purchase price (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Sep. 30, 2019
Smithers Avanza Toxicology Services LLC acquisition
Assets acquired and liabilities assumed:
Receivables		$ 1,128
Property and equipment		1,564
Prepaid expenses		147
Goodwill		545
Accrued expenses		(219)
Customer advances		(570)
Total		$ 2,595
PCRS acquisition
Assets acquired and liabilities assumed:
Receivables	$ 578
Property and equipment	2,666
Unbilled revenues	162
Prepaid expenses	27
Goodwill	3,002
Accounts payable	(109)
Accrued expenses	(118)
Customer advances	351
Total	$ 5,857

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Total revenue	$ 12,918	$ 8,625
Total cost of revenue	9,441	6,206
Gross profit	3,477	2,419
Operating expenses:
Selling	882	653
Research and development	162	124
General and administrative	3,453	1,601
Total operating expenses	4,497	2,378
Operating (loss) income	(1,020)	41
Interest expense	(311)	(126)
Other income	2	1
Loss before income taxes	(1,329)	(84)
Income taxes expense	97	1
Net loss	(1,426)	(85)
Comprehensive loss	$ (1,426)	$ (85)
Basic net loss per share:	$ (0.13)	$ (0.01)
Diluted net loss per share:	$ (0.13)	$ (0.01)
Weighted common shares outstanding:
Basic (in shares)	10,669	10,245
Diluted (in shares)	10,669	10,245
Service [Member]
Total revenue	$ 12,142	$ 7,735
Total cost of revenue	8,911	5,597
Product [Member]
Total revenue	776	890
Total cost of revenue	$ 530	$ 609

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STOCK-BASED COMPENSATION

3 Months Ended

Dec. 31, 2019

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

2.    STOCK-BASED COMPENSATION

The Company’s 2008 Stock Option Plan (the “Plan”) was used to promote our long-term interests by providing a means of attracting and retaining officers, directors and key employees and aligning their interests with those of our shareholders. The Plan is described more fully in Note 9 in the Notes to the Consolidated Financial Statements in our Form 10‑K for the fiscal year ended September 30, 2019. In March 2018, our shareholders approved the amendment and restatement of the Plan in the form of the Amended and Restated 2018 Equity Incentive Plan (the "Equity Plan") and the Company currently grants equity awards from the Equity Plan. The purpose of the Equity Plan is to promote our long-term interests by providing a means of attracting and retaining officers, directors and key employees. The maximum number of common shares that may be granted under the Equity Plan is 700 shares plus the remaining shares from the 2008 Stock Option Plan.

All options granted under the  Plan and the Equity Plan had an exercise price equal to the fair market value of the underlying common shares on the date of grant. We expense the estimated fair value of stock options over the vesting periods of the grants. We recognize expense for awards subject to graded vesting using the straight-line attribution method, reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment is recognized at that time. Stock based compensation expense for the three months ended December 31, 2019 was $81. Stock based compensation expense for the three months ended December 31, 2018 was $25. The additional expense in the three months ending December 31, 2019 was due to the grants issued to our Chief Executive Officer in January 2019, option grants to all employees that were issued in 2019 as well as option grants for employees related to the Smithers Avanza acquisition, as described in Note 10.

A summary of our stock option activity for the three months ended December 31, 2019 is as follows (in thousands except for share prices):

		Weighted-		Weighted-
		Average		Average
	Options	Exercise		Grant Date
	(shares)	Price		Fair Value
Outstanding - October 1, 2019	776	$	1.61	$	1.22
Exercised	—
Granted	11	$	4.64	$	3.14
Forfeited	(2)	$	1.56
Outstanding - December 31, 2019	785	$	1.65	$	1.25
Exercisable at December 31, 2019	223

The weighted-average assumptions used to compute the fair value of the options granted in the three months ended December 31, 2019 were as follows:

Risk-free interest rate	1.77	%
Dividend yield	0.00	%
Volatility of the expected market price of the Company's common shares	71.0%-71.5	%
Expected life of the options (years)	8.0

As of December 31, 2019, our total unrecognized compensation cost related to non-vested stock options was $452 and is expected to be recognized over a weighted-average service period of 1.1 years.

During the three months ended December 31, 2019, we granted a total of 54 restricted shares to members of  the Company's leadership team. A summary of our restricted share activity for the three months ended December 31, 2019 is as follows:

	Restricted
	Shares
Outstanding – September 30, 2019	20
Granted	54
Forfeited	—
Outstanding - December 31, 2019	74

As of December 31, 2019, our total unrecognized compensation cost related to non-vested restricted shares was $208 and is expected to be recognized over a weighted-average service period of 1.75 years.

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LEASES - Maturities of operating and finance lease (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2020	$ 886
2021	890
2022	965
2023	969
2024	1,504
Thereafter	508
Lessee, Operating Lease, Liability, Payments, Due, Total	5,722
Less interest	(814)
Total operating lease liabilities	4,908
Maturities of finance lease liabilities
2020	4,749
2021	17
2022	0
2023	0
2024	0
Thereafter	0
Total minimum future lease payments	4,766
Less interest	(133)
Total lease liability	$ 4,633

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ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Sep. 30, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Current	$ 304	$ 349
Contract Termination [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring reserves	$ 1,117

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SEGMENT INFORMATION - Operating Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
SEGMENT INFORMATION
Revenue:	$ 12,918	$ 8,625
Operating income (loss):	(1,020)	41
Interest expense	(311)	(126)
Other income	2	1
Loss before income taxes	(1,329)	(84)
Corporate Segment [Member]
SEGMENT INFORMATION
Operating income (loss):	(2,012)	(515)
Products Segment [Member]
SEGMENT INFORMATION
Revenue:	776	890
Operating income (loss):	(271)	(80)
Services Segment [Member]
SEGMENT INFORMATION
Revenue:	12,142	7,735
Operating income (loss):	$ 1,263	$ 636

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STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Two Thousand Eighteen Equity Incentive Plan [Member]
STOCK-BASED COMPENSATION
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	700
Employee Stock Option [Member]
STOCK-BASED COMPENSATION
Employee Service Share-based Compensation, Non-vested Awards, Compensation Not yet Recognized, Stock Options	$ 452
Employee Service Share-based Compensation, Non-vested Awards, Compensation Cost Not yet Recognized, Period for Recognition	1 year 1 month 6 days
Allocated Share-based Compensation Expense	$ 81	$ 25
Restricted common shares
STOCK-BASED COMPENSATION
Employee Service Share-based Compensation, Non-vested Awards, Compensation Not yet Recognized, Stock Options	$ 208
Employee Service Share-based Compensation, Non-vested Awards, Compensation Cost Not yet Recognized, Period for Recognition	1 year 9 months
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	54

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INCOME TAXES

3 Months Ended

Dec. 31, 2019

INCOME TAXES

INCOME TAXES

6.    INCOME TAXES

We use the asset and liability method of accounting for income taxes.  We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date.  We record valuation allowances based on a determination of the expected realization of tax assets.

On December 22, 2017, the United States ("U.S.") enacted significant changes to the U.S. tax law following the passage and signing of H.R.1, "An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018" (the "Tax Act") (previously known as "The Tax Cuts and Jobs Act"). The Tax Act included significant changes to existing tax law, including a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%.

Accordingly, the Company's income tax provision as of December 31, 2017 reflects the current year impacts of the U.S. Tax Act on the estimated annual effective tax rate. The Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%. The impact from the permanent reduction to the U.S. federal corporate income tax rate from 35% to 21% is effective January 1, 2018 (the "Effective Date"). When a U.S. federal tax rate change occurs during a fiscal year, taxpayers are required to compute a weighted daily average rate for the fiscal year of enactment and as a result the Company calculated a U.S. federal statutory income tax rate of 21% for the current fiscal year end September 30, 2019.

The difference between the enacted federal statutory rate of 21% and our effective rate of (7.32) % for the quarterly period ended December 31, 2019 is due to changes in our valuation allowance on our net deferred tax assets. The impact of the newly enacted federal statutory rate as a result of the Tax Act to the net deferred tax assets is a $1,648 decrease with any offsetting decrease to the valuation allowance.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. We measure the amount of the accrual for which an exposure exists as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon settlement of the position.

At December 31, 2019 and September 30, 2019, we had no liability for uncertain income tax positions.

We record interest and penalties accrued in relation to uncertain income tax positions as a component of income tax expense. Any changes in the liability for uncertain tax positions would impact our effective tax rate. We do not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months.

We file income tax returns in the U.S. and several U.S. states. We remain subject to examination by taxing authorities in the jurisdictions in which we have filed returns for years after 2013.

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BUSINESS COMBINATIONS

3 Months Ended

Dec. 31, 2019

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

10.    BUSINESS COMBINATIONS

Smithers Avanza Toxicology Services LLC acquisition

Overview

On May 1, 2019, the Company, through its wholly-owned subsidiary BASi Gaithersburg LLC (f/k/a Oriole Toxicology Services LLC) (the " Smithers Avanza Purchaser"), acquired (the "Smithers Avanza Acquisition") from Smithers Avanza Toxicology Services LLC (the "Smithers Avanza Seller"), a consulting-based contract research laboratory located in Gaithersburg, Maryland, substantially all of the assets used by the Smithers Avanza Seller in connection with the performance of in-vivo mammalian toxicology CRO services for pharmaceuticals (small molecules and biologics), vaccines, agro and industrial chemicals, under the terms and conditions of an Asset Purchase Agreement, dated May 1, 2019, among the Smithers Avanza Purchaser, the Company, the Smithers Avanza Seller and the member of the Smithers Avanza Seller (the "Smithers Avanza Purchase Agreement"). The total consideration for the Smithers Avanza Acquisition was $2,595, which consisted of $1,271 in cash, subject to certain adjustments and an indemnity escrow of $125,  200 of the Company's common shares valued at $394 using the closing price of the Company's common shares on April 30, 2019 and an unsecured promissory note in the initial principal amount of $810 made by the Smithers Avanza Purchaser and guaranteed by the Company. The promissory note bears interest at 6.5%. The Company funded the cash portion of the purchase price for the Smithers Avanza Acquisition with cash on hand and the net proceeds from the refinancing of its credit arrangements with FIB.

The Smithers Avanza Purchase Agreement contains customary representations, warranties, covenants (including non-competition requirements applicable to the selling parties for a 5-year period) and indemnification provisions. As contemplated by the Smithers Avanza Purchase Agreement, on May 1, 2019 the Smithers Avanza Purchaser assumed amended lease arrangements for certain premises in Gaithersburg, Maryland (the "Lease Arrangements"). Under the Lease Arrangements, the Smithers Avanza Purchaser agreed to lease the premises for a term of 5 years and 8 months, with two 5 year extensions at the Smithers Avanza Purchaser's option. Annual minimum rental payments under the initial term of the Lease Arrangements range from $400 to $600, provided that the Lease Arrangements provide the Smithers Avanza Purchaser with the option to purchase the premises. The Lease Arrangements include customary rights upon a default by landlord or tenant.

Accounting for the Transaction

The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. Results are included in the Company's results from the acquisition date of May 1, 2019.

The Company's allocation of the $2,595 purchase price to Smithers Avanza's tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of May 1, 2019, and is included in the table below. Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. The purchase price allocation as of September 30, 2019 was as follows:

	Allocation as of
	September 30, 2019
Assets acquired and liabilities assumed:
Receivables	$	1,128
Property and equipment		1,564
Prepaid expenses		147
Goodwill		545
Accrued expenses		(219)
Customer advances		(570)
	$	2,595

The allocation of the purchase price is based on valuations performed to determine the fair value of such assets and liabilities as of the acquisition date. Goodwill from this transaction is allocated to the Company’s Services segment.  Smithers Avanza recorded revenues of $2,695 and net income of $31 for the three month period ending December 31, 2019.

PCRS acquisition

Overview

On November 8, 2019, the Company and Bronco Research Services LLC, a wholly owned subsidiary of the Company (the “PCRS Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Pre-Clinical Research Services, Inc., a Colorado corporation (the “PCRS Seller”), and its shareholder. Pursuant to the Purchase Agreement, on December 1, 2019, the Company indirectly acquired (the “PCRS Acquisition”) substantially all of the assets of PCRS Seller used or useful by PCRS Seller in connection with PCRS Seller's provision of GLP and non-GLP preclinical testing for the pharmaceutical and medical device industries. The total consideration for the PCRS Acquisition was $5,857, which consisted of $1,500 in cash, subject to certain adjustments, 240 of the Company’s common shares valued at $1,133 using the closing price of the Company’s common shares on November 29, 2019 and an unsecured promissory note in the initial principal amount of $800 made by PCRS Purchaser. The promissory note bears interest at 4.5%.  The Company also purchased certain real property located in Fort Collins, Colorado, comprising the main facility for the PCRS Seller’s business and additional property located next to the facility available for future expansion, for $2,500.  The Company funded the cash portion of the purchase price for the PCRS Acquisition with cash on hand and the net proceeds from the refinancing of its credit arrangements with FIB, as described in Note 7.  As contemplated by the Purchase Agreement, the Company also entered into a lease arrangement for an ancillary property used by Seller’s business, located in Livermore, Colorado.

Accounting for the Transaction

The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. Results are included in the Company’s results from the acquisition date of December 1, 2019.

The Company’s allocation of the $5,857 purchase price to PCRS's tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of December 1, 2019, is included in the table below. Goodwill, which is derived from the enhanced scientific expertise, expanded client base and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is deductible for tax purposes. The preliminary purchase price allocation as of December 31, 2019 is as follows:

	Preliminary
	Allocation as of
	December 31, 2019
Assets acquired and liabilities assumed:
Receivables	$	578
Property and equipment		2,666
Unbilled revenues		162
Prepaid expenses		27
Goodwill		3,002
Accounts payable		(109)
Accrued expenses		(118)
Customer advances		(351)
	$	5,857

The preliminary allocation of the purchase price is based on valuations performed to determine the fair value of such assets and liabilities as of the acquisition date. Goodwill from this transaction is allocated to the Company’s Services segment.

The Company incurred transaction costs of $214 for the three months ended December 31, 2019 related to the PCRS Acquisition. These costs were expensed as incurred and were primarily recorded as selling, general, and administrative expenses on the Company’s consolidated statements of operations and comprehensive loss. PCRS recorded revenues of $381 and net income of $66 for the three month period ending December 31, 2019.

Pro Forma Results

The Company’s unaudited pro forma results of operations for the three months ended December 31, 2018 assuming the Smithers Avanza Acquisition and the PCRS Acquisition had occurred as of October 1, 2018 are presented for comparative purposes below. These amounts are based on available information of the results of operations of the Smithers Avanza Seller's operations and the PCRS Seller’s operations prior to the acquisition date and are not necessarily indicative of what the results of operations would have been had the Smithers Avanza Acquisition and PCRS Acquisition been completed on October 1, 2018.

The unaudited pro forma information is as follows:

	Three Months
	Ended
	December 31, 2019
Total revenues	$	11,345
Net loss		(1,173)
Pro forma basic net loss per share	$	(0.11)
Pro forma diluted net loss per share	$	(0.11)