NOVANTA INC

EX-99.1 · novt-ex99_1.htm

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 Exhibit 99.1
 FOR IMMEDIATE RELEASE
  
 Novanta Inc. announces acquisition of Riverpoint Medical
 • Accelerates Novanta’s strategic direction, expands portfolio into high-growth minimally invasive surgery segment, and doubles recurring medical consumables revenue

 • Transaction is immediately accretive to Novanta’s revenue growth, Adjusted Gross and EBITDA margins, Adjusted Diluted EPS, and Operating Cash Flows

  
 BOSTON, June 9, 2026 — Novanta Inc. (NASDAQ: NOVT) (“Novanta” or the “Company”), a trusted technology partner to leading global medical and industrial original equipment manufacturers (OEMs), today announced that it has entered into a definitive agreement to acquire Riverpoint Medical (“Riverpoint Medical” or “Riverpoint”), a category leader in high-growth minimally invasive surgical consumables, from Arlington Capital Partners (“Arlington”), a Washington D.C.-area private investment firm. Under the terms of the agreement, Novanta will acquire all outstanding equity interests of the parent company of Riverpoint Medical for an upfront cash consideration of $1.2 billion and a milestone payment of $250 million in the first quarter of 2027. The transaction is expected to close in the third quarter of 2026, subject to customary regulatory approvals and closing conditions.
  
 The transaction is aligned with Novanta’s strategy to shift its portfolio to more durable, recurring revenue streams, which will help further reduce business cyclicality, deepen Novanta’s medical OEM partnerships, and help compound and accelerate revenue and cash flows.
  
 Riverpoint Medical is a leading developer, designer, and manufacturer of medical devices focused on advanced surgical fibers and related technologies, providing strategic OEMs with private-label minimally invasive surgical consumables and instruments across high-growth end markets including sports medicine, trauma and cardiovascular surgery. Riverpoint’s portfolio includes unique implants and constructs requiring complex assemblies, and novel IP-protected coatings for absorbable and non-absorbable implant material.
  
 “Riverpoint Medical is an exceptional business, a market leader in high-growth minimally invasive surgical consumables that is perfectly aligned with our strategic direction and our business model,” said Matthijs Glastra, Chair and Chief Executive Officer of Novanta. “Riverpoint Medical is growing revenue and cash flows at twice the rate of Novanta, with an expected long-term annual revenue growth outlook of 12% to 15%. Together with Novanta's core business, this acquisition is projected to double our recurring medical consumables revenue to approximately $300 million, deepen our medical end-market concentration to 60% of total revenue, and meaningfully accelerate revenue and profit growth. Because Novanta and Riverpoint serve a common customer base, we will be able to deepen those relationships while adding an additional addressable market opportunity of $2 billion. Beyond the core transaction, we expect this will meaningfully advance our regional manufacturing footprint, placing FDA-registered production capacity in the markets our customers serve, reducing supply chain risk and improving responsiveness. Riverpoint is the right fit, at the right time, and Novanta is the right owner.”

  

 "Novanta is the ideal partner for Riverpoint Medical and for the customers we serve," said Doug King, Chief Executive Officer of Riverpoint Medical. "We have built a uniquely capable business that serves as the innovation engine behind some of the most important new product development programs of our OEM customers in sports medicine, trauma and cardiovascular surgery, utilizing highly specialized implantable surgical fibers. Joining Novanta will accelerate our strategy, while giving our customers access to a broader suite of surgical solutions through a single, deeply trusted OEM partner. We are thankful to Arlington for their strong partnership in guiding us to this point and are excited about the opportunities and resources Novanta will provide our team going forward, giving them the resources and operational infrastructure to scale faster and expand into adjacencies. We are proud of what Riverpoint has accomplished but are more excited about what we will create together."
  
 Matt Altman, a Managing Partner at Arlington, said, “When we first partnered with Riverpoint, we recognized a company with exceptional engineering talent and differentiated capabilities in surgical fiber and biomedical textiles. Together with the management team, we’ve meaningfully expanded its product portfolio, scaled its manufacturing, and broadened its end markets. Novanta is the ideal home for Riverpoint's next chapter, and we're confident the combination will accelerate innovation for customers and create lasting opportunities for the team.” Gordon Auduong, a Managing Director at Arlington, added, “Riverpoint exemplifies the kind of business we set out to build at Arlington—mission-critical products, deep technical capability, and a culture of innovation. We’re proud of what this team has accomplished and excited to see Riverpoint join Novanta, a strategic partner with the scale and resources to take its technologies to the next level.”
  
 Transaction details and financial impact
  
 The upfront purchase price of $1.2 billion represents approximately 19x Riverpoint’s estimated 2026 Adjusted EBITDA excluding synergies, or approximately 17x estimated 2026 Adjusted EBITDA, including the full value of expected year-5 pro forma synergies.
  
 Under Novanta’s ownership upon closing, Riverpoint is expected to generate Adjusted EBITDA, including synergies, of approximately $80 million in 2027. In addition, Novanta has identified more than $80 million in potential cumulative profit and cash flow synergies over five years after closing. Upon completion of the transaction, Riverpoint Medical will be reported under Novanta’s Medical Solutions operating segment.
  
 The transaction will be financed through a combination of cash on hand and Novanta’s existing credit facility, and the recently completed $300 million equity raise.
  
 The transaction is expected to be immediately accretive in 2026 to Novanta’s Adjusted Diluted Earnings Per Share, and in 2027 accretive to revenue growth rate, Adjusted Gross and EBITDA Margins, Adjusted Diluted Earnings Per Share, and Operating Cash Flows. Novanta expects its net leverage ratio to be approximately 2.7x (less than 3.0x on a gross leverage basis) after closing the transaction in the Third Quarter 2026. Novanta expects to reduce its net leverage ratio to be below 2.3x by year-end 2027.
  

  

 The Company notes that it confirms its previously issued Second Quarter and Full Year 2026 financial guidance for the standalone Company and will update guidance for the impact of the Riverpoint acquisition once the transaction is closed.
  
 Advisors
  
 Baird and J.P. Morgan Securities LLC served as financial advisors to Novanta. Ropes & Gray LLP and King & Spalding LLP served as Novanta’s legal advisors in connection with the transaction. Jefferies LLC served as sole financial advisor to Riverpoint Medical and Goodwin Procter LLP served as Riverpoint Medical’s legal advisor.
  
 About Novanta
  
 Novanta is a leading global supplier of core technology solutions that give medical, life science, and advanced industrial original equipment manufacturers a competitive advantage. We combine deep proprietary expertise and competencies in precision medicine, precision manufacturing, robotics and automation, and advanced surgery with a proven ability to solve complex technical challenges. This enables Novanta to engineer proprietary technology solutions that deliver extreme precision and performance, tailored to our customers' demanding applications. The driving force behind our growth is the team of innovative professionals who share a commitment to innovation, the Novanta Growth System, and our customers’ success. Novanta’s common shares are quoted on Nasdaq under the ticker symbol “NOVT.” For more information, visit www.novanta.com .
  
 About Riverpoint Medical
  
 Riverpoint Medical is a category leader in high-growth minimally invasive surgical consumables, designing and manufacturing IP-protected, private-label products for leading medical OEM customers. Riverpoint’s portfolio includes suture anchors, implantable materials, sutures, and surgical instruments, primarily serving sports medicine and cardiovascular surgery applications. The company’s differentiated position is built on proprietary material science and coating technologies, including osteoconductive materials and coatings, and its ability to own the 510(k) clearance process end-to-end for its customers. Riverpoint is headquartered in Portland, Oregon U.S.A., with manufacturing operations in Portland, Oregon and San Jose, Costa Rica. For more information, visit www.rpmed.com .
  
 About Arlington Capital Partners
  
 Arlington Capital Partners is a Washington, D.C.-area private investment firm specializing in government-regulated industries. Focused on the healthcare, aerospace and defense, and government services and technology sectors, the firm partners with founders and entrepreneurs to build platforms of strategic importance to national priorities. Operating in markets with high barriers to entry, Arlington looks to partner with organizations within these industries that save lives, improve effectiveness, and reduce costs. Since inception in 1999, Arlington has invested in over 200 companies and raised over $14 billion in committed capital. The Firm is currently investing out of its $6 billion Fund VII. For more information, visit Arlington’s website at www.arlingtoncap.com and follow Arlington on LinkedIn.

  

 Conference Call Information
  
 The Company will host a conference call on Tuesday, June 9, 2026 at 8:30 a.m. ET to discuss this announcement. To access the call, please dial (888) 346-3959 prior to the scheduled conference call time. Alternatively, the conference call can be accessed online via a live webcast on the Events & Presentations page of the Investors section of the Company’s website at www.novanta.com .
  
 A replay of the audio webcast will be available approximately three hours after the conclusion of the call in the Investor Relations section of the Company’s website at www.novanta.com . The replay will remain available until Tuesday, September 08, 2026.
  
 Safe Harbor and Forward-Looking Information
  
 Certain statements in this news release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on current expectations and assumptions that are subject to risks and uncertainties. All statements contained in this news release that do not relate to matters of historical fact should be considered forward-looking statements, and are generally identified by words such as “expect,” “intend,” “anticipate,” “estimate,” “believe,” “future,” “target,” “could,” “should,” “may,” “will,” “plan,” “aim,” and other similar expressions. These forward-looking statements include, but are not limited to, the statements of Mr. Glastra and Mr. King in this press release; statements regarding the proposed acquisition of Riverpoint Medical, the expected timing and completion of the transaction, the ability of the parties to satisfy the conditions precedent to consummation of the proposed transaction, including the ability to secure the applicable regulatory approvals on the terms expected, at all or in a timely manner, the anticipated benefits and synergies of the transaction, our ability to successfully integrate Riverpoint Medical, and our ability to implement our plans, forecasts and other expectations with respect to Riverpoint Medical’s business after the completion of the acquisition, expected financial performance and impact, financial position and financial measures and metrics, including expectations regarding accretion, revenue growth, margins, cash flows, leverage ratios and adjusted earnings per share, the expected financing of the transaction statements, our financial outlook for Novanta, Riverpoint Medical and the combined companies, expectations for future growth and prospects, expectations for strategies and business models, and other statements that are not historical facts.
  
 These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that may cause future expectations and actions and actual results to differ materially from those contained in the forward-looking statements. Our future expectations and actions and actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including, but not limited to, the following: the risk that the transaction may not be completed on the anticipated timeline or at all; the possibility that any of the anticipated benefits or synergies of the transaction may not be realized; the risk that the business of Riverpoint Medical may not be integrated successfully; risks relating to the financing for the transaction; risks relating to the effect of the announcement of the proposed transaction on the ability of Riverpoint Medical to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of our and Riverpoint Medical management's attention from ongoing business operations due to the proposed transaction; the significant costs associated with the proposed transaction; and

  

 other important risk factors that could affect the outcome of the events set forth in these statements and that could affect the Company’s operating results and financial condition that are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by our subsequent filings with the Securities and Exchange Commission. Such statements are based on the Company’s beliefs and assumptions and on information currently available to the Company. Undue reliance should not be placed on these statements, which are only effective as of the date of this news release. The Company disclaims any obligation to publicly update or revise any such forward-looking statements as a result of developments occurring after the date of this news release except as required by law.
  
 Use of Non-GAAP Financial Measures
  
 The non-GAAP financial measures referenced in this press release include Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Margin, and Adjusted Diluted EPS. A reconciliation of these forward-looking non-GAAP measures to the most directly comparable GAAP financial measures is not provided because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including the final purchase price allocation, amortization of acquired intangibles, and other acquisition-related items not available prior to closing. For definitions of these measures and reconciliations of historical non-GAAP results, refer to Novanta's most recent filings with the Securities and Exchange Commission.
  
 More information about Novanta is available on the Company’s website at www.novanta.com . For additional information, please contact Novanta Investor Relations at (781) 266-5137 or InvestorRelations@novanta.com .
  
 Novanta Inc.
 Investor Relations Contact:
 Ray Nash
 (781) 266-5137
 # # #

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 Riverpoint Medical A Novanta Acquisition JUNE 2026 Confidential and Proprietary Exhibit 99.2

 Safe Harbor and Forward-Looking Information Certain statements and information in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on current expectations and assumptions that are subject to risks and uncertainties. All statements and information contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, and are generally identified by words such as “expect,” “intend,” “anticipate,” “estimate,” “believe,” “future,” “target,” “could,” “should,” “may,” “will,” “plan,” “aim,” and other similar expressions. These forward-looking statements include, but are not limited to, statements regarding the proposed acquisition of Riverpoint Medical, the expected timing and completion of the transaction, the ability of the parties to satisfy the conditions precedent to consummation of the proposed transaction, including the ability to secure the applicable regulatory approvals on the terms expected, at all or in a timely manner, the anticipated benefits and synergies of the transaction, our ability to successfully integrate Riverpoint Medical, and our ability to implement our plans, forecasts and other expectations with respect to Riverpoint Medical’s business after the completion of the acquisition, expected financial performance and impact, financial position and financial measures and metrics, including expectations regarding accretion, revenue growth, margins, cash flows, leverage ratios and adjusted earnings per share, the expected financing of the transaction statements, our financial outlook for Novanta, Riverpoint Medical and the combined companies, expectations for future growth and prospects, expectations for strategies and business models, and other statements that are not historical facts. These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that may cause future expectations and actions and actual results to differ materially from those contained in the forward-looking statements. Our future expectations and actions and actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including, but not limited to, the following: the risk that the transaction may not be completed on the anticipated timeline or at all; the possibility that any of the anticipated benefits or synergies of the transaction may not be realized; the risk that the business of Riverpoint Medical may not be integrated successfully; risks relating to the financing for the transaction; risks relating to the effect of the announcement of the proposed transaction on the ability of Riverpoint Medical to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of our and Riverpoint Medical management's attention from ongoing business operations due to the proposed transaction; the significant costs associated with the proposed transaction; and other important risk factors that could affect the outcome of the events set forth in these statements and that could affect the Company’s operating results and financial condition that are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by our subsequent filings with the Securities and Exchange Commission. Such statements are based on the Company’s beliefs and assumptions and on information currently available to the Company. Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive. We operate in a dynamic business environment in which new risks may emerge frequently. Undue reliance should not be placed on these statements, which are only effective as of the date of this presentation. The Company disclaims any obligation to publicly update or revise any such forward-looking statements as a result of developments occurring after the date of this presentation except as required by law. In this presentation, we present the non-GAAP financial measure of Adjusted EBITDA, Adjusted Gross Profit Margin, and Adjusted Diluted EPS. Please see “Use of Non-GAAP Financial Measures” in the accompanying appendix, or from our most recent earnings press release for the reasons why we use these measures, a reconciliation of these measures to the most directly comparable GAAP measures, and other information relating to these measures.

 Creating shareholder value Accelerates strategic direction Doubles exposure to recurring medical revenue stream Expands into high growth minimally invasive surgery segments with the same customers  Immediately accretive to growth, margins, profit, and cash flow Establishes regional North American medical manufacturing Unlocks future portfolio expansion opportunities

 Confidential and Proprietary 4 Who is Riverpoint Medical? IP-protected private-label products, including implantable materials & surgical consumables Owns the 510(k) Clearance Process for their customers The innovation engine powering their customers' new product development Strong track record of successful new product launches, with ~50 engineers North America manufacturing:  Regional Manufacturing Serves high-growth surgical segments, including sports medicine and cardiovascular ~$150M Revenue COMPANY PROFILE >50% Adjusted Gross Margins ~40% Adjusted EBITDA Margins 12% to 15% Organic growth (CAGR) >80 Owned/Licensed Patents +500 Employees Category leader in high-growth minimally invasive surgical consumables, designing and manufacturing private-label IP-protected products for medical OEM customers Note: Adjusted Gross Margin and Adjusted EBITDA are non-GAAP metrics

 Leading-edge product offerings in high growth surgical end markets ~$2B global addressable market Osteoconductive coatings | Bio-integrative designs | Soft suture-only anchors Improving Patient Outcomes and Enhancing OR/ASC Throughput Leading the Technology Shift Towards Absorbable / Implanted Materials Sports Medicine Cardiovascular Confidential and Proprietary 5 INNOVATION LEADER ATTRACTIVE END MARKETS

 Increases Novanta’s Medical Solutions Through the Same OEM Customer Commercial Channel Confidential and Proprietary 6 Precision Robotics Components and Solutions Insufflators, Pumps, and iOR equipment Minimally Invasive Surgical Consumables: Implantable Materials for Surgeries Minimally Invasive Surgical Consumables: Tube sets for fluid and gas management

 Right fit, right time, right owner Financially Accretive Doubles Recurring Medical Consumables Business Future Portfolio Expansion Opportunities Expands into Attractive Minimally Invasive Surgery Adjacencies Established Regional Medical Manufacturing in the Americas Expands Medical Consumables business to ~$300 million Medical Consumables expected to grow to ~1/3rd of total sales by 2030 Shifts portfolio to ~60% of sales in medical end-markets Establishes Novanta as Preferred OEM Supplier in Medical Consumables Buy and Build Acquisition Potential in $2B market adjacency +10% Long-Term Revenue Growth Adj. Gross Margin and Adj. EBITDA Margin Accretive Accelerates Long-Term Profit Growth Profile Immediately Earnings Accretive  Avoids the investment and associated costs of a North American greenfield site Sports Medicine, Cardiac, & Other Surgical Solutions +50% Overlap w/ Novanta’s Customer Base Growth Driven by Shift to Implanted & Absorbable Consumables Establishes in-region-for-region manufacturing network to support leading global OEMs

 United States Costa Rica Germany (Novanta site) Czech Republic (Novanta site) Global synergy CAPABILITIES of cumulative profit and capex synergy across 5 years +$80M Confidential and Proprietary ~$20M Cumulative capex savings, avoiding our own North American greenfield investments +$30M Cumulative profit savings by bypassing ~3 years of greenfield qualification and expanding to North American sites Complementary Manufacturing Footprint 8 +50% Current customer overlap between Novanta and Riverpoint +$25M Cumulative profit savings through combining teams and driving joint selling and product development processes Go-to-Market Combination +$10M Cross-sell opportunities, realized through Year 5, with additional growth beyond that through further design wins Customer Sales Synergies Value of Profit Synergies Realized Run-rate achieved

 Accelerates Novanta Strategy 53% $244M $981M +Embedded Software 0% Advanced Industrial Medical Advanced Components Subsystems Consumables ~4x RevenueGrowth Expanding business mix to medical consumables ~15% RevenueGrowth +Medical +Subsystems +Recurring +60% +30% 2025 Sales 2025 Sales 5%

 Notes:	(1) For representative purposes, Novanta 2026 standalone based on Wall Street Consensus Estimates as of May 13, 2026. Novanta 2027-2030 and Riverpoint Medical 2026-2030 financials based on internal forecasts (2) Adjusted Gross Margin and Adjusted EBITDA are non-GAAP metrics Novanta Riverpoint impact Pro Forma combined Accelerates growth, expands medical revenue mix,accretive to margins & profit Illustrative Revenue CAGR Organic Growth Accretive Illustrative Adj. EBITDA CAGR Profit Growth Accretive ~7% ~100 bps +8% ~11% ~200 bps +13% Medical End Market Revenue % of Total Revenue 53% ~60% Novanta Pro Forma combined AdjustedGross Margin % Adj. Gross Margin 46% ~47% Novanta Pro Forma '25 combined AdjustedEBITDA % Adj. EBITDA Margin 23% ~24% Novanta Pro Forma ‘25 combined Medical Consumables Revenue % of Total Revenue 15% ~30% Novanta Pro Forma '30 combined Novanta Riverpoint impact Pro Forma combined Growth and Mix Impact Profitability Impact 12% to 15%

 Confidential and Proprietary 11 RETURNS & ACCRETION VALUATION Creating shareholder value TRANSACTION OVERVIEW PRICE & TERMS FINANCING & LEVERAGE Net leverage by year-end 2027 <2.3x $1.2B $250M Purchase price Milestone payment in 2027 High single-digit ROIC by year 3, hurdle-rate achieved by year 5 Accretive to Adjusted Diluted EPS in year 1 $0.18 to $0.25 Accretive to Adjusted Diluted EPS in 2027 Expected to close in 3Q 2026, subject to regulatory review ~19X Estimated 2026 EBITDA (excluding synergies) Estimated 2027 EBITDA (excluding synergies) (w/ Milestone payment) ~20X ~17X ~15X Including the full value of Year 5 Pro Forma synergies (w/ Milestone payment) Note: Adjusted Diluted EPS is a non-GAAP metric <3.0x Gross leverage at close Net leverage at close ~2.7x Financed with cash on-hand, credit facility, and a completed $300 million equity raise

 Appendix Confidential and Proprietary 12

 Portfolio Strategy and Revenue Profile 2015 Novanta Current Combined Pro Forma 2025 $0.4B Revenue Low-Single Digit Organic Growth ~$1B Revenue Mid-Single Digit Organic Growth +$1.1B Revenue High-Single Digit Organic Growth Minimally Invasive & Robotic Surgery Non-invasive MedTech Life Science Equipment Semiconductor Robotics & Intelligent Automation Advanced Mftg. ~40% Medical Sales: 53% ~60%

 Compounds the Novanta Flywheel Select asset-light businesseswith strong margins Allocate based on cash-on-cash return Deliver consistent, predictable & sustainable cash flows Make cash-accretive acquisitions in adjacent areas: Medical technologies Consumables Embedded software VALUES PEOPLE CULTURE Grow organic revenue 1 2 3 Compound cash flows Evolve business mix Novanta Growth System Win in high-growth markets Innovate & expand with attractive growth platforms &#xf0fc; &#xf0fc; &#xf0fc; &#xf0fc; &#xf0fc; &#xf0fc; &#xf0fc;

 Use of non-GAAP Measures The non-GAAP financial measures used in this presentation are Adjusted EBITDA, Adjusted Gross Profit Margin. The Company believes that these non-GAAP financial measures provide useful and supplementary information to investors regarding the operating performance of the Company. It is management&#x2019;s belief that these non-GAAP financial measures would be particularly useful to investors because of the significant changes that have occurred outside of the Company&#x2019;s day-to-day business in accordance with the execution of the Company&#x2019;s strategy. This strategy includes streamlining the Company&#x2019;s existing operations through site and functional consolidations, strategic divestitures and product line closures, expanding the Company&#x2019;s business through significant internal investments, and broadening the Company&#x2019;s product and service offerings through acquisitions of innovative and complementary technologies and solutions. The financial impact of certain elements of these activities, particularly acquisitions, divestitures, and site and functional restructurings, is often large relative to the Company&#x2019;s overall financial performance and can adversely affect the comparability of its operating results and investors&#x2019; ability to analyze the business from period to period. The Company defines Adjusted EBITDA as operating income (loss) from continuing operations before deducting depreciation, amortization, non-cash share-based compensation, impairment of goodwill and intangible assets, restructuring, acquisition, divestiture and other costs, inventory related charges associated with product line closures, acquisition fair value adjustments, officers transition costs, employee COVID-19 testing, costs incurred for insurance recovery claim, planning and design phase of the financial and operation system implementation, operational transformation costs, and EU medical device regulation charges.The calculation of Adjusted Gross Profit Margin excludes amortization of acquired intangible assets and amortization of inventory fair value adjustments related to business acquisitions, inventory related charges associated with a product line closure, and operational transformation costs. Adjusted Diluted EPS excludes: amortization of acquired intangible assets; inventory fair value adjustments related to business acquisitions; inventory related charges associated with product line closures; operational transformation costs; impairment of goodwill and intangible assets; restructuring, acquisition and related costs; discrete costs related to the planning and design phase of a financial and operation system implementation; acquisition fair value adjustments; officer transition costs; employee COVID-19 testing costs; charges related to an insurance recovery; EU medical device regulation charges; write-off of costs related to our debt refinancing; foreign exchange transaction gains (losses); significant discrete income tax expenses (benefits) related to releases of valuation allowances, uncertain tax positions, tax audits or amendments to prior year returns, certain changes in tax laws, and acquisition related tax planning actions on the Company&#x2019;s effective tax rate; and the income tax effect of non-GAAP adjustments. The Company&#x2019;s Adjusted EBITDA, Adjusted Gross Margin, and Adjusted Diluted EPS are used by management to evaluate operating performance, communicate financial results to the Board of Directors, benchmark results against historical performance and the performance of peers, and evaluate investment opportunities, including acquisitions and divestitures. In addition, Adjusted EBITDA and Adjusted Gross Margin are financial performance metrics used to determine bonus payments for senior management and employees. Accordingly, the Company believes that these non-GAAP financial measures provide greater transparency and insight into management&#x2019;s method of analysis. Non-GAAP financial measures should not be considered as substitutes for, or superior to, measures of financial performance prepared in accordance with GAAP. They are limited in value because they exclude charges that have a material effect on the Company&#x2019;s reported results and, therefore, should not be relied upon as the sole financial measures to evaluate the Company&#x2019;s financial results. The non-GAAP financial measures are meant to supplement, and to be viewed in conjunction with, GAAP financial measures. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures as provided in the tables accompanying this document. This presentation also includes forward-looking non-GAAP financial measures, including projected Adjusted EBITDA for Riverpoint Medical and the combined company, and estimated Adjusted Diluted EPS accretion. A reconciliation of these forward-looking non-GAAP measures to the most directly comparable GAAP financial measures is not provided because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including the final purchase price allocation, amortization of acquired intangibles, and other acquisition-related items not available prior to closing.

 Non-GAAP reconciliation Nine Months Ended Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Apr 3, 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 REVENUE Revenue (GAAP) $243,796 $316,910 $364,706 $373,598 $384,758 $521,290 $614,337 $626,099 $590,623 $706,793 $860,903 $881,662 $949,245 $980,600 $257,707 ADJUSTED EBITDA Operating income (loss) from continuing operations (GAAP) $20,798 $19,951 ($16,729) $29,304 $32,955 $57,566 $71,013 $55,282 $55,888 $64,054 $103,079 $110,496 $110,584 $94,012 $27,539 Depreciation and amortization 12,458 19,570 23,797 19,114 20,357 30,758 37,052 38,280 38,293 43,126 53,158 46,612 55,563 61,932 14,160 Share-based compensation 4,534 5,442 4,329 4,387 4,293 5,493 7,647 9,340 22,535 22,557 23,108 25,588 23,307 29,538 9,796 Impairment of goodwill and intangible assets - - 41,442 - - - - - - - - - - - - Restructuring, acquisition, divestiture and other costs 4,369 5,387 3,091 8,273 7,945 7,542 8,041 16,574 3,810 18,020 4,384 13,060 13,714 20,442 2,098 Inventory related charges associated with product line closures - - - - 1,370 - - - - - - 473 2,493 65 - Acquisition fair value adjustments 965 596 358 205 4,754 - 1,270 188 1,411 160 - 2,777 - - Officer transition costs - - - - 1,306 - - - - - - - 1,411 1,137 - Employee COVID-19 testing costs - - - - - - - - 275 3,568 240 - - - - Costs incurred for insurance recovery claim - - - - - - - - - - - - - 6,220 - Planning and design phase of financial and operation system implementation - - - - - - - - - - - - - 7,604 2,658 Operational transformation costs - - - - - - - - - - - - - - 556 EU medical device regulation charges - - - - - - - - - - - - - - 269 Adjusted EBITDA (Non-GAAP) $42,159 $51,315 $56,526 $61,436 $68,431 $106,113 $123,753 $120,746 $120,989 $152,736 $184,129 $196,229 $209,849 $220,950 $57,076 Adjusted EBITDA Margin (Non-GAAP) 17% 16% 15% 16% 18% 20% 20% 19% 20% 22% 21% 22% 22% 23% 22% (in thousands of dollars) Twelve Months Ended Three Months Ended

 Non-GAAP reconciliation Dec 31, Dec 31, Apr 3, 2024 2025 2026 REVENUE Revenue (GAAP) $949,245 $980,600 $257,707 ADJUSTED GROSS MARGIN Gross Profit (GAAP) $421,545 $435,284 $113,578 Gross Profit Margin (GAAP) 44.4% 44.4% 44.1% Amortization of intangible assets 14,773 16,276 3,759 Acquisition fair value adjustments 2,777 - - Inventory related charges associated with a product line closure 2,493 65 - Operational transformation costs - - 225 Adjusted Gross Profit (Non-GAAP) $441,588 $451,625 $117,562 Adjusted Gross Profit Margin (Non-GAAP) 46.5% 46.1% 45.6% (in thousands of dollars) Twelve Months Ended Three Months Ended

EX-2.1 · novt-ex2_1.htm

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 Exhibit 2.1
  

  
  
  
 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE
 EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT
 THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES
 THAT INFORMATION HAS BEEN REDACTED.
  
 EQUITY PURCHASE AGREEMENT
 BY AND AMONG
 RUNWAY MIDCO, LLC ,
 as Seller
 RUNWAY BUYER, LLC ,
 as the Company
 NOVANTA MEDICAL TECHNOLOGIES CORP. ,
 as Buyer
 Novanta Corporation
 as Intermediate Parent
 AND
 Novanta Inc. ,
 as Parent
 Dated as of June 8, 2026
  

  

 Table of Contents
 Page

 Article I DEFINITIONS

 1

 1.1

 Certain Definitions

 1

 1.2

 Other Definitional and Interpretive Matters

 17

 Article II PURCHASE AND SALE; CLOSING

 19

 2.1

 Purchase and Sale

 19

 2.2

 Closing Consideration

 19

 2.3

 Closing

 19

 Article III CLOSING PAYMENTS AND DELIVERABLES

 20

 3.1

 Closing Date Payments

 20

 3.2

 Adjustment to Closing Consideration

 20

 3.3

 Payment of Milestone Payment Amount

 23

 3.4

 Withholding

 25

 Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 25

 4.1

 Organization and Good Standing

 25

 4.2

 Authorization of Agreement

 26

 4.3

 Conflicts; Consents of Third Parties

 26

 4.4

 Capitalization

 27

 4.5

 Subsidiaries

 28

 4.6

 Financial Statements

 29

 4.7

 No Undisclosed Liabilities

 30

 4.8

 Absence of Certain Developments

 30

 4.9

 Taxes

 30

 4.10

 Real Property

 32

 4.11

 Title to Assets; Sufficiency of Assets

 32

 4.12

 Intellectual Property; Privacy and Data Security

 32

 4.13

 Material Contracts

 35

 4.14

 Employee Benefits Plans

 38

 4.15

 Labor

 40

 4.16

 Litigation

 42

 4.17

 Compliance with Laws; Permits; Healthcare Regulatory

 42

 4.18

 Environmental and Safety Matters

 44

 4.19

 Insurance

 45

 4.20

 Related Party Agreements

 45

 4.21

 Suppliers and Customers

 46

 4.22

 Financial Advisors

 46

 4.23

 Export Controls and Economic Sanctions

 46

 4.24

 Anti-Corruption Laws

 46

 4.25

 Product Liability and Warranty

 47

 4.26

 Inventory

 47

 Article V REPRESENTATIONS AND WARRANTIES OF SELLER

 47

 5.1

 Organization and Good Standing

 47

 5.2

 Authorization of Agreement

 47

 5.3

 Conflicts; Consents of Third Parties

 47

 5.4

 Litigation

 48

 5.5

 Financial Advisors

 48

  

  

 5.6

 Ownership of Purchased Interests

 48

 Article VI REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES

 48

 6.1

 Organization and Good Standing

 48

 6.2

 Authorization of Agreement

 48

 6.3

 Conflicts; Consents of Third Parties

 49

 6.4

 Litigation

 49

 6.5

 Financial Advisors

 49

 6.6

 Sufficiency of Funds

 49

 6.7

 Solvency

 50

 6.8

 Investment Status

 50

 6.9

 No Foreign Person

 51

 6.10

 No Pending Transactions

 51

 6.11

 Compliance with Laws

 51

 Article VII COVENANTS

 52

 7.1

 Access to Information

 52

 7.2

 Conduct of the Business Pending the Closing

 53

 7.3

 Regulatory Approvals

 56

 7.4

 Further Assurances

 58

 7.5

 Confidentiality

 58

 7.6

 Indemnification, Exculpation and Insurance

 60

 7.7

 Publicity; Confidentiality

 62

 7.8

 Conduct of the Buyer Parties Prior to the Closing

 62

 7.9

 Employee Matters

 62

 7.10

 Section 280G Stockholder Approval

 63

 7.11

 Tax Certificate

 64

 7.12

 Tax Matters

 64

 7.13

 Distribution of Cash; Cancellation of Accounts

 66

 7.14

 Exclusivity

 67

 7.15

 Consents

 67

 7.16

 Debt Payoff Letters

 67

 7.17

 R&W Insurance Policy

 68

 7.18

 Financing Cooperation

 68

 7.19

 Financial Assistance

 70

 7.20

 Equityholder Consents and Approvals

 70

 7.21

 IEEPA Tariffs

 71

 Article VIII CONDITIONS TO CLOSING

 71

 8.1

 Conditions Precedent to Obligations of the Parties

 71

 8.2

 Conditions Precedent to Obligations of the Buyer Parties

 71

 8.3

 Conditions Precedent to Obligations of the Company and Seller

 72

 8.4

 Frustration and Waiver of Closing Conditions

 73

 Article IX TERMINATION

 73

 9.1

 Termination of Agreement

 73

 9.2

 Effect of Termination

 74

 9.3

 Procedure upon Termination

 75

 Article X MISCELLANEOUS

 75

 10.1

 Survival

 75

 10.2

 Payment of Transfer Taxes

 76

 10.3

 Expenses

 76

  

  

 10.4

 Acknowledgments

 76

 10.5

 Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury

 78

 10.6

 Entire Agreement

 79

 10.7

 Amendments and Waivers

 79

 10.8

 Notices

 80

 10.9

 Severability

 81

 10.10

 Binding Effect; Assignment

 81

 10.11

 Legal Representation

 81

 10.12

 No Strict Construction

 82

 10.13

 Non-Recourse

 82

 10.14

 Specific Performance

 83

 10.15

 Release

 84

 10.16

 Parent and Intermediate Parent Guarantee

 84

 10.17

 Counterparts

 85

 10.18

 Electronic Delivery

 85

 10.19

 Payments under Agreement

 86

 10.20

 Reproductions

 86

 10.21

 No Partnership Created

 86

 10.22

 Buyer Deliveries

 86

 10.23

 Time of Essence

 86

 10.24

 No Third Party Beneficiaries

 86

  
  
 Exhibits
 Exhibit A	Illustrative Calculation of Net Working Capital
 Exhibit B	Agreed Principles
 Exhibit C	Restrictive Covenant Agreement
  

  

  

 EQUITY PURCHASE AGREEMENT
 This EQUITY PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 8, 2026, is entered into by and among: (i) Runway Midco, LLC, a Delaware limited liability company (“ Seller ”); (ii) Runway Buyer, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Seller (the “ Company ”); (iii) Novanta Medical Technologies Corp., a Delaware Corporation (“ Buyer ”), (iv) Novanta Corporation, a Michigan Corporation (“ Intermediate Parent ”), and (v) Novanta Inc., a Canadian corporation (“ Parent ” and together with Intermediate Parent and Buyer, the “ Buyer Parties ”). Certain terms used in this Agreement are defined in Section 1.1 .
 W I T N E S S E T H:
 WHEREAS, Seller is the record and beneficial owner of 100% of the issued and outstanding limited liability company interests (the “ Purchased Interests ”) of the Company;
 WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all of the Purchased Interests, upon the terms and subject to the conditions set forth herein; and
 NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
 Article I

DEFINITIONS
 1.1 Certain Definitions .
 (a)	For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 :
 “ 280G Waiver ” has the meaning set forth in Section 7.10 .
 “ Accrued Income Taxes ” means an amount equal to the unpaid income Taxes of the Company and its Subsidiaries solely for tax periods with respect to which the Tax Returns for such income Tax and for such period are first due after the Closing Date and solely for jurisdictions in which the Company or any of its Subsidiaries, as applicable, have filed Tax Returns for the applicable income Tax for its most recently ended tax year or began or materially expanded activities subsequent to such tax year, calculated (i) on a jurisdiction-by-jurisdiction basis, period-by-period basis and Tax-by-Tax basis, and with the amount of any Tax in a particular jurisdiction for such particular period not being less than zero dollars ($0); provided , such Taxes be calculated assuming that the Company and its Subsidiaries file their U.S. federal income Taxes on a consolidated return, (ii) in a manner consistent with past practice, (iii) as of the end of the Closing Date after giving effect to the transactions contemplated by this Agreement, (iv) taking into account any Transaction Tax Deductions (to the extent such deductions are “more likely than not” (or at a higher level of confidence) deductible in a Pre-Closing Tax Period under applicable Law), applicable prepayments or estimated Tax payments and available net operating losses and credit carryforwards, (v) excluding any deferred Tax liabilities (including any liabilities resulting from book-tax differences) and deferred Tax assets, (vi) in accordance with Section 7.12(c) in the case of any Straddle Period, (vii) by excluding any liabilities, accruals or reserves for contingent Taxes or uncertain Tax positions, (viii) by excluding any Taxes resulting from actions of any Buyer Party, the Company or any of its Subsidiaries, or

  

  

 any of their respective Affiliates, on the Closing Date after the Closing that are outside of the ordinary course of business and not otherwise expressly contemplated by this Agreement, (ix) by excluding any financing or refinancing arrangements entered into at any time by, or at the direction of, any Buyer Party or any of their respective Affiliates, (x) assuming that no election is made by the Company or any other party (including under Section 174 or 174A of the Code) to accelerate the deduction or amortization of unamortized research and experimental expenditures into the Company’s taxable year ending December 31, 2025 (or prior taxable years), and (xi) by including any Income Taxes imposed on income inclusions under Section 951A of the Code with respect to earnings or income of any Subsidiary that is a “controlled foreign corporation” (within the meaning of Section 957 of the Code) during a Pre-Closing Tax Period, with such calculation determined by treating the taxable year of each such controlled foreign corporation as ending on the Closing Date and based on an interim closing of the books of each such controlled foreign corporation as of the Closing Date.
 “ Accrued Non-Income Taxes ” means an amount equal to the unpaid non-income Taxes of the Company and its Subsidiaries solely for tax periods with respect to which the Tax Returns for such non-income Tax and such period are first due after the Closing Date and solely for jurisdictions in which the Company or any of its Subsidiaries, as applicable, have filed Tax Returns for the applicable non-income Tax for its most recently ended tax period or began or materially expanded activities subsequent to such tax year, calculated (i) on a jurisdiction-by-jurisdiction basis, period-by-period basis and Tax-by-Tax basis, and with the amount of any Tax in a particular jurisdiction for such particular period not being less than zero dollars ($0), (ii) in a manner consistent with past practice, (iii) as of the end of the Closing Date after giving effect to the transactions contemplated by this Agreement, (iv) taking into account any applicable prepayments, estimated Tax payments or credit carryforwards of the Company in the applicable Pre-Closing Tax Period, (v) in accordance with Section 7.12(c) in the case of any Straddle Period, (vi) by excluding any liabilities, accruals or reserves for contingent Taxes or uncertain Tax positions, (vii) by excluding any Taxes resulting from actions of any Buyer Party, the Company or any of its Subsidiaries, or any of their respective Affiliates, on the Closing Date after the Closing that are outside of the ordinary course of business and not otherwise expressly contemplated by this Agreement, (viii) by excluding any financing or refinancing arrangements entered into at any time by, or at the direction of, any Buyer Party or any of their respective Affiliates, (ix) by excluding all payroll and employment Taxes incurred in connection with Company Transaction Expenses, and (x) by excluding any deferred Tax liabilities (including any liabilities resulting from book-tax differences) and deferred Tax assets.
 “ Acquisition Transaction ” has the meaning set forth in Section 7.14 .
 “ Additional Fees ” has the meaning set forth in Section 3.3(b) .
 “ Adjustment Calculation Time ” means 12:01 A.M. (Pacific Time) on the Closing Date; provided , for purposes of Closing Debt and Closing Transaction Expenses, the “Adjustment Calculation Time” shall be as of immediately prior to the Closing; provided , further , for purposes of determining any Accrued Income Taxes in the calculation of Closing Debt the “Adjustment Calculation Time” shall mean the end of the Closing Date.
 “ Adjustment Collar Amount ” is equal to $500,000.
 “ Adjustment Escrow Account ” has the meaning set forth in Section 3.1(d) .
 “ Adjustment Escrow Amount ” means $10,000,000.
 “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person,

 2
  

  

 and 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 such Person, whether through ownership of voting securities, by contract or otherwise; provided , “Affiliate” shall exclude all portfolio companies and portfolio investments of any Person but shall include the direct parent entities of any Person.
 “ Affiliated Persons ” has the meaning set forth in Section 10.13 .
 “ Agreed Principles ” means, collectively, the calculations, principles, accounting methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, judgments, assumptions, techniques, methodologies and estimation methods (including as they relate to the nature of accounts, calculation of levels or reserves or levels of accruals) (i) set forth on Exhibit B , (ii) to the extent not set forth on Exhibit B , those consistent with the past practices of the Company and its Subsidiaries in a manner consistent with the audited Financial Statements as of December 31, 2025, and (iii) otherwise, consistent with GAAP as applied by the Company in the audited statements for the fiscal year ended December 31, 2025; provided , (x) if the foregoing clause (ii) is inconsistent with the foregoing clause (iii) , then the foregoing clause (ii) shall control over the foregoing clause (iii) and (y) if the foregoing clause (i) is inconsistent with the foregoing clause (ii) and/or the foregoing clause (iii) , then the foregoing clause (i) shall control over the foregoing clause (ii) and the foregoing clause (iii) , as applicable.
 “ Agreement ” has the meaning set forth in the Preamble.
 “ Annual Financial Statements ” has the meaning set forth in Section 4.6 .
 “ Antitrust Laws ” means the HSR Act; the Sherman Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder; the Clayton Act of 1914, as amended, and the rules and regulations promulgated thereunder; the Federal Trade Commission Act of 1914, as amended, and the rules and regulations promulgated thereunder; and any other United States or foreign Laws, including foreign direct investment laws, that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.
 “ Applicable Exclusions ” has the meaning set forth in Section 4.2 .
 “ Balance Sheet Date ” has the meaning set forth in Section 4.6 .
 “ Business Day ” means any day of the year, other than a Saturday or a Sunday, on which national banking institutions in New York, New York are open to the public for conducting business and are not required or authorized by Law to remain closed.
 “ Buyer ” has the meaning set forth in the Preamble.
 “ Buyer Arrangements ” has the meaning set forth in Section 7.10 .
 “ Buyer Contractual Representations ” has the meaning set forth in Section 10.4(c) .
 “ Buyer Documents ” has the meaning set forth in Section 6.2 .
 “ Buyer Obligations ” has the meaning set forth in Section 10.16 .
 “ Buyer Parties ” has the meaning set forth in the Preamble.

 3
  

  

 “ Buyer Plans ” has the meaning set forth in Section 7.9 .
 “ Cash ” means all cash, cash equivalents and marketable securities, in each case, to the extent convertible to cash within 90 days (i) including, for the avoidance of doubt, any incoming checks, wire transfers or drafts not cleared, less (ii) outgoing checks, wire transfers or drafts not cleared, in each case excluding any Restricted Cash.
 “ CBA ” has the meaning set forth in Section 4.15(c).
 “ Change of Control ” means any of the following which occurs following the Closing: (a) a transaction or series of transactions whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of Parent possessing more than 50% of the total combined voting power of Parent’s securities outstanding immediately after such acquisition; (b) the consummation (whether directly or indirectly, including through one or more intermediaries) of any sale or other disposition of 50% or more of Parent’s and its Subsidiaries’ assets, or the Company’s and its Subsidiaries’ assets, in each case on a consolidated basis, in any transaction or series of transactions, (c) during any 12 month period, individuals who, at the beginning of such period, constitute Parent’s board of directors cease for any reason to constitute a majority thereof; (d) any (i) liquidation, dissolution, bankruptcy, winding up or similar occurrence, (ii) voluntary assignment for the benefit of creditors, (iii) consent to the appointment of a custodian, receiver, trustee or liquidator with similar powers with respect to property, (iv) voluntary filing or commencement of proceedings under bankruptcy or insolvency laws, (v) having an involuntary petition in bankruptcy filed against it and such petition is not dismissed within ninety (90) days after the filing thereof or (vi) Parent or its stockholders or board of directors approve any of the foregoing in this clause (d), in each case, with respect to Parent, Buyer, the Company or any Subsidiary or group of Subsidiaries of Parent constituting all or substantially all of the assets of Parent and its subsidiaries on a consolidated basis; (e) Parent shall cease, directly or indirectly, to own and control legally and beneficially more than 50% of the equity interests in Buyer or the Company; or (f) Parent’s common shares cease to be listed or quoted on any of the New York Stock Exchange or NASDAQ (or any of their respective successors).
 “ Closing ” has the meaning set forth in Section 2.3 .
 “ Closing Cash ” means the aggregate Cash of the Company and its Subsidiaries as of the Adjustment Calculation Time.
 “ Closing Consideration ” means the Enterprise Value, plus the Estimated Cash, plus the Estimated Working Capital Adjustment, minus the Estimated Debt, minus the Estimated Transaction Expenses, minus the Adjustment Escrow Amount, minus the Milestone Payment Amount.
 “ Closing Date ” has the meaning set forth in Section 2.3 .
 “ Closing Debt ” means the aggregate Debt as of the Adjustment Calculation Time.
 “ Closing Statement ” has the meaning set forth in Section 3.2(b) .
 “ Closing Transaction Expenses ” means the aggregate amount of unpaid Company Transaction Expenses as of the Adjustment Calculation Time.
 “ Closing Working Capital ” means Net Working Capital as of the Adjustment Calculation Time.

 4
  

  

 “ Code ” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated pursuant thereto.
 “ Company ” has the meaning set forth in the Preamble.
 “ Company and Seller Contractual Representations ” has the meaning set forth in Section 10.4(a) .
 “ Company Benefit Plan ” has the meaning set forth in Section 4.14(a) .
 “ Company Certificate of Formation ” means the certificate of formation of the Company, as amended and in effect from time to time.
 “ Company Disclosure Schedule ” has the meaning set forth in Article IV .
 “ Company Documents ” has the meaning set forth in Section 4.2 .
 “ Company Intellectual Property ” means all Intellectual Property owned by or exclusively licensed to, or purported to be owned by or exclusively licensed to, the Company or any of its Subsidiaries.
 “ Company IT Assets ” has the meaning set forth in Section 4.12(k) .
 “ Company LLCA ” means the limited liability company agreement of the Company, as amended and in effect from time to time.
 “ Company Pension Plan ” has the meaning set forth in Section 4.14(b) .
 “ Company Registered IP ” means all registrations, filings, issuances and applications for Intellectual Property owned or purported to be owned by the Company or its Subsidiaries, including all issued patents, patent applications (including provisional applications), copyright registrations, applications for copyright registration, Trademark registrations, applications for Trademark registration and domain names, and for the purposes of Section 4.12(a) and Section 4.12(c) , such registered Intellectual Property that is Company Intellectual Property (whether owned by or exclusively licensed to the Company or any of its Subsidiaries).
 “ Company Transaction Expenses ” means any unpaid out-of-pocket fees, costs and expenses incurred or payable or subject to reimbursement by the Company or any of its Subsidiaries, whether accrued for or not, in each case in connection with or triggered by the Transactions on or prior to the Closing Date, comprised of (i) the aggregate amount of all unpaid out-of-pocket costs, fees and expenses incurred or payable by the Company or any of its Subsidiaries arising from the negotiation, preparation, execution and performance of this Agreement and the Transactions for investment bankers, third party consultants, legal counsel, accounting advisors and brokers, in each case, in respect of services provided to the Company and its Subsidiaries prior to the Closing (whether or not such amounts have been invoiced as of or prior to the Closing Date), (ii) all unpaid transaction, sale, retention, change in control, severance or termination payments, bonuses or benefits and any other payments or benefits that are created, accelerate, accrue or become payable to, or in respect of, any current or former director, officer, employee or other service provider of the Company or any of its Subsidiaries in connection with or as a result of the execution of this Agreement or the consummation of the Transactions, together with the employer portion of any Taxes arising therefrom or arising in connection with the vesting or acceleration or payments made in respect of any equity or equity-based awards in connection with the consummation of the Transactions (and

 5
  

  

 excluding, for the avoidance of doubt, all so-called “double trigger” liabilities arising as a result of a termination of employment by a Buyer Party or any other action by a Buyer Party following the Closing), (iii) the premium and any related fees, costs and expenses associated with the D&O Tail Policy to be paid by the Seller pursuant to Section 7.6(d) , (iv) 50% of all fees, costs and expenses of the Escrow Agent, and (v) any and all fees, costs, expenses, payments or other amounts (other than the purchase price for the Purchased Interests) payable by the Company or any of its Subsidiaries pursuant to Sponsor Agreements in connection with the Transactions; provided , in no event shall Company Transaction Expenses include (1) any out-of-pocket costs, fees, expenses, bonuses or other payments (x) incurred at the written request of or by any Buyer Party or any of their respective Affiliates or Representatives, (y) related to any financing of the transactions contemplated hereby by or on behalf of any Buyer Party or any of their respective Affiliates or (z) contemplated by Section 7.19 or Section 7.20 or (2) amounts required to be paid to any third party in connection with obtaining any consent, waiver or approval in connection with the consummation of the Transactions. For the avoidance of doubt, any costs, fees or expenses described in this definition that have been incurred or become payable prior to or on the Closing Date shall constitute Company Transaction Expenses regardless of whether the invoice or demand for payment therefor is received prior to or after the Closing Date.
 “ Confidential Information ” has the meaning set forth in Section 7.5(c) .
 “ Confidentiality Agreement ” has the meaning set forth in Section 7.5 .
 “ Continuing Employee ” means any individual employed by the Company or any of its Subsidiaries immediately prior to the Closing who continues to be employed by the Buyer Parties or any of their Affiliates (including the Company and its Subsidiaries) immediately following the Closing.
 “ Contract ” means any written contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease or license which is in effect on the date hereof and as in effect on the date hereof.
 “ D&O Tail Policy ” has the meaning set forth in Section 7.6(b) .
 “ Debt ” means, without duplication, all monetary obligations (including (w) principal, (x) accrued and unpaid interest, (y) any prepayment penalties, breakage costs, make-whole premiums, consent fees, expenses or similar charges arising as a result of the discharge of any such obligation at the Closing and (z) any payments or premiums attributable to, or which arise as a result of, a change of control of the Company or any of its Subsidiaries) of the Company and its Subsidiaries on a consolidated basis for (i) borrowed money; (ii) evidenced by notes, bonds, debentures, or similar instruments (but excluding surety, performance and similar bonds and letters of credit to the extent not drawn upon); (iii) leases that have been recorded as capital or finance leases in the Financial Statements or which are required to be recognized as capital or finance leases in accordance with the Agreed Principles (excluding operating lease obligations required to be capitalized under Accounting Standards Codification (ASC) 842); (iv) futures contracts, interest rate or currency swaps, caps, collars, hedges or similar agreements or hedging devices (in each case, whether a net liability or a net asset and valued at the termination value thereof (as if the termination date is the Closing Date)), which amount shall be included as a positive or negative adjustment to “Debt”, as applicable; (v) declared and unpaid dividends and distributions; in all cases of the foregoing clauses (i) through (v) , determined in accordance with the Agreed Principles; (vi) all outstanding obligations issued, undertaken or assumed as the deferred purchase price of property, securities or assets (including any potential future earn-out or milestone payments, “holdback” releases, seller notes or similar contingent payments) (but excluding any such obligation to the extent there are amounts being held in escrow for purposes of satisfying any such obligations); (vii) any obligations in respect of letters of credit, banker’s acceptances or similar facilities issued for the account of the Company or any of its Subsidiaries, in each case, to the extent drawn; (viii) all outstanding termination liabilities of the Company or any of its

 6
  

  

 Subsidiaries in respect of any defined benefit pension plan; (ix) any liability of the type described in clauses (i) through (viii) guaranteed by the Company or any of its Subsidiaries, that is recourse to the Company or any of its Subsidiaries or any of their assets or the legal liability of the Company or any of its Subsidiaries; and (x) Accrued Income Taxes; provided , in no event shall Debt include any (A) obligations under any operating lease that have been recorded as such in the Financial Statements or entered into after the date thereof, (B) liability or obligation to the extent taken into account in the calculation of Net Working Capital or Company Transaction Expenses, or (C) any liabilities or obligations between or among the Company and any of its Subsidiaries or between any Subsidiary of the Company and another Subsidiary of the Company.
 “ Debt Payoff Letters ” has the meaning set forth in Section 7.16 .
 “ Designated Contacts ” has the meaning set forth in Section 7.1 .
 “ Dispute Notice ” has the meaning set forth in Section 3.2(c) .
 “ DOJ ” has the meaning set forth in Section 7.3(c) .
 “ Electronic Delivery ” has the meaning set forth in Section 10.18 .
 “ Enterprise Value ” means $1,450,000,000.
 “ Environmental and Safety Law ” means any applicable Law and any binding agreement with any Governmental Body relating to (a) the protection of worker health and safety or the environment (including the ambient air, indoor air, soil, soil vapor, surface water, groundwater, drinking water or natural resources), (b) the protection of human health, natural resources or the environment from exposure to Hazardous Materials, or (c) the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, Release, control, investigation, remediation or cleanup of any Hazardous Materials. The term “Environmental and Safety Law” includes the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq. ); the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq. ); the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq. ); the Clean Water Act (33 U.S.C. § 1251 et seq. ); the Clean Air Act (42 U.S.C. § 7401 et seq. ), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq. ); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq. ); the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq. ); and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq . ), as each has been amended through the date hereof and the regulations promulgated pursuant thereto through the date hereof.
 “ Environmental Permits ” has the meaning set forth in Section 4.18 .
 “ Equity Award ” has the meaning set forth in Section 4.4(c) .
 “ ERISA ” has the meaning set forth in Section 4.14(a) .
 “ ERISA Affiliate ” means any entity, trade or business that is, or at any applicable time was, a member of a group described in Section 414 of the Code or Section 4001(b)(1) of ERISA that includes or included at the relevant time the Company or any of its Subsidiaries.
 “ Escrow Agent ” means Citibank, N.A..

 7
  

  

 “ Escrow Agreement ” means the Escrow Agreement to be dated as of the Closing Date by and among Buyer, Seller and the Escrow Agent in a form to be mutually agreed between the Buyer and Seller.
 “ Estimated Cash ” has the meaning set forth in Section 3.2(a) .
 “ Estimated Debt ” has the meaning set forth in Section 3.2(a) .
 “ Estimated Statement ” has the meaning set forth in Section 3.2(a) .
 “ Estimated Transaction Expenses ” has the meaning set forth in Section 3.2(a) .
 “ Estimated Working Capital ” has the meaning set forth in Section 3.2(a) .
 “ Estimated Working Capital Adjustment ” means the amount, which may be positive, negative or zero, equal to the Estimated Working Capital minus the Net Working Capital Target.
 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
 “ Excluded Benefits ” has the meaning set forth in Section 7.9 .
 “ Excluded Indemnities ” has the meaning set forth in Section 7.6(b) .
 “ Expenses ” has the meaning set forth in Section 3.3(b) .
 “ FCPA ” has the meaning set forth in Section 4.24 .
 “ Final Cash ” means Closing Cash (i) as shown in Buyer’s calculation delivered pursuant to Section 3.2(b) if no Dispute Notice with respect thereto is duly delivered pursuant to Section 3.2(c) ; or (ii) if a Dispute Notice with respect thereto is duly delivered pursuant to Section 3.2(c) , (A) as agreed by Seller and Buyer pursuant to Section 3.2(d) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.2(d) ; provided , in no event shall Final Cash be more than Seller’s calculation of Closing Cash delivered pursuant to Section 3.2(c) or less than Buyer’s calculation of Closing Cash delivered pursuant to Section 3.2(b) .
 “ Final Cash Adjustment ” means the amount, which may be positive, negative or zero, equal to the Final Cash minus the Estimated Cash.
 “ Final Debt ” means Closing Debt (i) as shown in Buyer’s calculation delivered pursuant to Section 3.2(b) if no Dispute Notice with respect thereto is duly delivered pursuant to Section 3.2(c) ; or (ii) if a Dispute Notice with respect thereto is duly delivered pursuant to Section 3.2(c) , (A) as agreed by Seller and Buyer pursuant to Section 3.2(d) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.2(d) ; provided , in no event shall Final Debt be less than Seller’s calculation of Closing Debt delivered pursuant to Section 3.2(c) or more than Buyer’s calculation of Closing Debt delivered pursuant to Section 3.2(b) .
 “ Final Debt Adjustment ” means the amount, which may be positive, negative or zero, equal to the Final Debt minus the Estimated Debt.
 “ Final Transaction Expenses ” means Closing Transaction Expenses (i) as shown in Buyer’s calculation delivered pursuant to Section 3.2(b) if no Dispute Notice with respect thereto is duly delivered pursuant to Section 3.2(c) ; or (ii) if a Dispute Notice with respect thereto is duly delivered

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 pursuant to Section 3.2(c) , (A) as agreed by Seller and Buyer pursuant to Section 3.2(d) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.2(d) ; provided , in no event shall Final Transaction Expenses be less than Seller’s calculation of Closing Transaction Expenses delivered pursuant to Section 3.2(c) or more than Buyer’s calculation of Closing Transaction Expenses delivered pursuant to Section 3.2(b) .
 “ Final Transaction Expenses Adjustment ” means the amount, which may be positive, negative or zero, equal to the Final Transaction Expenses minus the Estimated Transaction Expenses.
 “ Final Working Capital ” means Closing Working Capital (i) as shown in Buyer’s calculation delivered pursuant to Section 3.2(b) if no Dispute Notice with respect thereto is duly delivered pursuant to Section 3.2(c) ; or (ii) if a Dispute Notice with respect thereto is duly delivered pursuant to Section 3.2(c) , (A) as agreed by Seller and Buyer pursuant to Section 3.2(d) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.2(d) ; provided , in no event shall Final Working Capital be more than Seller’s calculation of Closing Working Capital delivered pursuant to Section 3.2(c) or less than Buyer’s calculation of Closing Working Capital delivered pursuant to Section 3.2(b) .
 “ Final Working Capital Adjustment ” means the amount, which may be positive, negative or zero, equal to the Final Working Capital minus the Estimated Working Capital.
 “ Financial Statements ” has the meaning set forth in Section 4.6 .
 “ Fraud ” means a claim for Delaware common law fraud with a specific intent to deceive brought against a Party hereto in respect of the making by such Party of any representation or warranty set forth in Article IV , Article V or Article VI of this Agreement, as applicable, or in the certificate delivered pursuant to Section 8.2(c)(i) or Section 8.3(c)(i) , as applicable; provided , “Fraud” shall not include (i) any fraud claim based on constructive knowledge, negligent misrepresentation or a similar theory and (ii) any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud) based on negligence or recklessness. For the avoidance of doubt, no Person shall be responsible or liable for, or responsible or liable as a result of, any other Person’s Fraud, including through any equitable claim or other action (including any unjust enrichment claim).
 “ FTC ” has the meaning set forth in Section 7.3(c) .
 “ Fundamental Representations ” means the representations and warranties set forth in Section 4.1(a) , Section 4.2 , Section 4.3(a)(i) , Section 4.4(a) , Section 4.5(b) , Section 4.8(ii) , Section 4.22 , Section 5.1 , Section 5.2 , Section 5.3(a)(i) and Section 5.6 .
 “ GAAP ” means generally accepted accounting principles in effect in the United States as of (a) the Closing Date for purposes of the Closing Statement and (b) the applicable measurement time for all other purposes under this Agreement.
 “ Goodwin ” has the meaning set forth in Section 10.11(a) .
 “ Governmental Body ” means any government or governmental or regulatory body thereof, or political subdivision thereof, or EU Notified Body whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).
 “ Hazardous Material ” means (a) any material, substance, chemical, waste, pollutant, derivative, compound or mixture, in each case, whether naturally occurring or man-made, including a

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 “hazardous substance,” “hazardous waste”, “toxic substance” or “toxic material”, that is regulated by or under, or that would reasonably be expected to give rise to liability under, any Environmental and Safety Law and (b) ethylene oxide, any petroleum or petroleum products, radioactive materials or wastes, asbestos in any form, lead-based paint, urea formaldehyde foam insulation, polychlorinated biphenyls, per- and polyfluoroalkyl substances, and toxic mold.
 “ Health Care Laws ” means those health care Laws applicable to the Company and its Subsidiaries, as in effect on the date hereof, including: (a) the Laws administered by the U.S. Food and Drug Administration (the “ FDA ”), including the federal Food, Drug, and Cosmetic Act of 1938 (21 U.S.C. §§ 301 – 399h), as amended and similar federal, state or foreign Laws, including the Medical Devices Directive 93/42/EEC (“ EU MDD ”) and the Medical Device Regulation (EU) 2017/745 (“ EU MDR ”); (b) the Public Health Service Act (42 U.S.C. §§ 201 – 300mm-61); (c) state and federal Laws related to clinical research and the protection of human subjects, including, the Common Rule (42 C.F.R. Part 46), as applicable; (d) the federal False Claims Act (31 U.S.C. §§ 3729-3733) and similar state Laws; (e) the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) and similar state Laws; (f) the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h); (g) state Laws governing the licensure or registration of medical device manufacturers and distributors; (h) HIPAA and similar state Laws governing patient privacy and security; and (i) in each case of the foregoing, the respective regulations promulgated by any Governmental Body thereunder.
 “ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, P.L. 104-191, as amended by the HITECH Act, and as otherwise may be amended from time to time, including the Privacy Standards (45 C.F.R. Parts 160 and 164), the Electronic Transactions Standards (45 C.F.R. Parts 160 and 162) and the Security Standards (45 C.F.R. Parts 160, 162 and 164) promulgated under the Administrative Simplifications subtitle of the Health Insurance Portability and Accountability Act of 1996, as amended by the HIPAA Omnibus Rule.
 “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
 “ HSR Clearance ” has the meaning set forth in Section 8.1(b) .
 “ IEEPA Tariff Amount ” means, to the extent not refunded to the Company or any of its Subsidiaries prior to the Adjustment Calculation Time, an aggregate amount equal to all tariffs eligible for refund that Customs and Border Protection imposed under the International Emergency Economic Powers Act of 1977 that the Company or any of its Subsidiaries paid in its role as an importer of record, which refund was requested by the Company or any of its Subsidiaries prior to the Closing Date, together with all interest thereon that has accrued and is paid to the Company from each of the applicable entry dates through the Closing Date (based on the quarterly Internal Revenue Service interest rates used to calculate interest on overdue accounts (underpayments) and refunds (overpayments) of customs duties). For the avoidance of doubt, any such interest that accrues after the Closing Date will be for the account of the Buyer Parties and will not be included in the calculation of the IEEPA Tariff Amount.
 “ Indemnitees ” has the meaning set forth in Section 7.6(a) .
 “ Indemnitors ” has the meaning set forth in Section 7.6(b) .
 “ Independent Accountant ” has the meaning set forth in Section 3.2(d) .
 “ Intellectual Property ” means all rights, title and interests in and to intellectual property and proprietary rights arising from or in respect of the following, in any jurisdiction: (i) patents, patent

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 applications (including continuations, divisionals, continuations-in-part, reissues, reexaminations and extensions thereof) and inventions (whether or not patentable); (ii) trademarks, service marks, trade names, service names, brand names, trade dress, logos, Internet domain names and corporate names, together with all applications, registrations and renewals thereof, and all goodwill associated therewith (collectively, “ Trademarks ”); (iii) copyrights, works of authorship and mask work rights, and all registrations and applications therefor; (iv) trade secrets, know-how, confidential and proprietary information, including methods, processes, technical data, customer lists and any other information or Technology that derives value from not being generally known (collectively, “ Trade Secrets ”); (v) software, database rights and data; (vi) social media accounts and handles; and (vii) all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing, including for past, present or future infringement, misappropriation or other violation.
 “ Interest Charges ” has the meaning set forth in Section 3.3(c) .
 “ Interim Financial Statements ” has the meaning set forth in Section 4.6 .
 “ Interim Period ” has the meaning set forth in Section 7.1 .
 “ IRS ” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of Treasury.
 “ Key Customers ” has the meaning set forth in Section 4.21 .
 “ Key Suppliers ” has the meaning set forth in Section 4.21 .
 “ Knowledge ” means as to the Company and its Subsidiaries, the actual knowledge as of the date hereof of each of those persons set forth on Section 1.1(a) of the Company Disclosure Schedule, and the knowledge that each of such individuals should have obtained after reasonable inquiry of their direct reports with respect to matters such direct reports are responsible for.
 “ Law ” means any applicable foreign, federal, state or local law, statute, code, ordinance, rule, regulation, Order or other legal requirement of any Governmental Body.
 “ Legal Proceeding ” means any judicial, administrative or arbitral action, audit, charge, investigation, mediation, suit or proceeding (public or private) by or before a Governmental Body.
 “ Lien ” means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, lease, charge, option, right of first refusal or first offer, easement, servitude or other transfer restriction.
 “ Lookback Date ” means (i) with respect to the Company and its Subsidiaries, other than as set forth in clause (ii), the date that is three (3) years prior to the date of this Agreement; and (ii) with respect to CP Medical Corporation, January 22, 2024, in each case, except as otherwise expressly provided by any representation or warranty.
 “ Material Adverse Effect ” means any change, event, occurrence, development, circumstance, fact, condition, effect or matter (any such item, an “ Effect ”) that, considered together with all other Effects, has had or would reasonably be expected to (a) have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities, operations, results of operations or financial performance of the Company and its Subsidiaries, taken as a whole, or (b) prevent or have a material adverse effect on the ability of the Company or Seller to consummate the transactions contemplated by this Agreement; provided , none of the following, either alone or in combination with any other Effect, will be

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 deemed to constitute, and none of the following will be taken into account in determining whether there has been, a Material Adverse Effect for purposes of clause (a): any adverse Effect arising from or relating to (i) general business, industry or economic conditions, including such conditions related to the business of the Company or any of its Subsidiaries or the industry in which the Company or any of its Subsidiaries operates, (ii) national or international political, social or health conditions, including any epidemic, pandemic or disease (or actual or threatened spread of an infectious disease in the United States or elsewhere in the world), any government shutdown, any declaration of martial law, quarantine or similar directive, guidance or policy or other action by any Governmental Body, including the engagement by the United States or any other country or group in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, the occurrence or the escalation of any military, cyber or terrorist attack on the United States, in the Middle East or any other country or region, or any of their respective territories, possessions or diplomatic or consular offices or on any military installation, asset, equipment or personnel of the United States, in the Middle East or any other country or region or group or any civil unrest, protests or public demonstrations and any governmental responses thereto, (iii) changes in financial, capital, banking or securities markets in the United States or any other country or region (including (A) any disruption of any of the foregoing markets, (B) any change in currency exchange rates or tariffs, levies, impositions or Tax rates, duties or similar charges, (C) any decline or rise in the price of any security, commodity, contract or index or the failure of debt financing to be available and (D) any increased cost, or decreased availability, of capital or pricing or terms related to any financing for the transactions contemplated by this Agreement), (iv) any natural or man-made disaster or “act of God,” including weather, earthquakes and disasters or the spread of any virus, pandemic, epidemic or disease, (v) changes in GAAP or industry standards interpretations thereof, (vi) changes in Law and/or Health Care Laws or interpretations thereof and including any Laws newly enacted for, relating to or arising out of efforts to address the spread of any global pandemic or infectious disease, (vii) the taking of any action expressly required or permitted by this Agreement or the Transaction Documents (including the taking of any action at the written direction of any Buyer Party), (viii) the announcement or execution of this Agreement or the transactions contemplated by this Agreement, the pendency thereof or the identity, nature or ownership of any Buyer Party, except to the extent that the purpose of a representation or warranty contained in this Agreement is to address the consequences resulting from the execution of this Agreement, (ix) any failure, in and of itself, of the Company or any of its Subsidiaries to meet or achieve any projections, forecasts, estimates, plans, predictions, performance metrics or operating statistics or the inputs into such items (whether or not shared with any Buyer Party or any of their respective Affiliates or Representatives); provided , this clause (ix) will not prevent a determination that any Effect underlying such failure to meet projections or forecasts has resulted in a Material Adverse Effect (to the extent such Effect is not otherwise excluded from this definition of Material Adverse Effect) or (x) any adverse Effect arising out of or related to (A) any violation or breach by any Buyer Party of any covenant, agreement, representation or warranty contained in this Agreement or any other Transaction Document, (B) any suit or action arising from or relating to this Agreement, any Transaction Document or any of the transactions contemplated hereby or thereby, (C) any suit or action challenging the validity or legality, or seeking to restrain the consummation of, the transaction contemplated by this Agreement by any Governmental Body or third party or (D) Buyer’s failure to consent to any of the actions restricted by Section 7.2 (other than a failure to consent that is not unreasonably withheld, conditioned or delayed); provided , however , in the case of clauses (i) through (vi), the Effects referred to therein may be taken into account in determining whether a Material Adverse Effect has occurred to the extent such Effect has a material and disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other companies of a similar size operating in the same or substantially similar industries or geographies in which the Company or any of its Subsidiaries operate.
 “ Material Contracts ” has the meaning set forth in Section 4.13(a) .
 “ Maximum Rate ” has the meaning set forth in Section 3.3(c) .

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 “ Milestone Payment Amount ” means $250,000,000, as may be increased pursuant to Section 3.3 .
 “ Milestone Payment Deadline ” means January 8, 2027.
 “ Net Negative Purchase Price Adjustment Amount ” has the meaning set forth in Section 3.2(e)(iii) .
 “ Net Positive Purchase Price Adjustment Amount ” has the meaning set forth in Section 3.2(e)(ii) .
 “ Net Working Capital ” means, as of the Adjustment Calculation Time, (a) the consolidated current assets (excluding any income and deferred Tax assets, Cash, Restricted Cash, assets or contra liabilities relating to Debt (such as unamortized debt issuance costs), and any outstanding IEEPA Tariff Amount that is subject to Section 7.21 (whether reflected as a receivable or otherwise)) of the Company and its Subsidiaries, minus (b) the consolidated current liabilities of the Company and its Subsidiaries (excluding intercompany accounts, interest payable, and all Tax liabilities other than Accrued Non-Income Taxes), in each case (i) prepared and calculated in accordance with the Agreed Principles and (ii) solely reflecting the categories and line items of current assets and current liabilities specifically identified on the illustrative calculation of Net Working Capital set forth on Exhibit A .
 “ Net Working Capital Target ” means $[***].
 “ Non-Parties ” has the meaning set forth in Section 10.13 .
 “ Non-U.S. Plan ” has the meaning set forth in Section 4.14(j) .
 “ Order ” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.
 “ Organizational Documents ” means (i) with respect to the Company, the Company Certificate of Formation and the Company LLCA and (ii) with respect to any other entity, the articles or certificate of incorporation, formation or organization and the by-laws, limited liability company agreement or limited partnership agreement or, in each case, similar organizational documents for any entity organized or existing in any non-U.S. jurisdiction, and any amendment or supplement of any of the foregoing.
 “ Parent ” has the meaning set forth in the Preamble.
 “ Parties ” means each of the parties specified in the Preamble.
 “ Permits ” means any approvals, clearances, authorizations, consents, licenses, permits, registrations or certificates of a Governmental Body.
 “ Permitted Exceptions ” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance or recorded in the land records; (ii) Liens securing liabilities reflected or reserved against in the consolidated balance sheet of the Company prepared in accordance with GAAP to the extent so reflected or reserved; (iii) Liens for Taxes, assessments or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP; (iv) landlords’, mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the ordinary course of business; (v) Liens which encumber a landlord’s fee interest in real property; (vi)

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 with respect to real property, zoning, building code, entitlement and other land use and Environmental and Safety Laws that are not violated in any material respect by the current use or occupancy of the applicable real property; (vii) title of a lessor under a capital or operating lease, and leases, subleases and similar transactions in the ordinary course of business; (viii) non-exclusive licenses of Intellectual Property granted in the ordinary course of business; (ix) gaps in the chain of title for Intellectual Property evident from the public records of the Governmental Body maintaining the applications or registrations therefor; (x) matters of public record or that would be disclosed by a current, accurate survey or physical inspection of such real property; (xi) Liens set forth on Section 1.1 of the Company Disclosure Schedule; and (xii) Liens that are not material in amount or do not materially detract from the value of or materially impair the existing use of the property or asset affected by such Lien.
 “ Permitted Proceeding ” means any Legal Proceeding under any Recourse Theory permitted hereby.
 “ Person ” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.
 “ Personal Information ” means any information that, alone or in combination with other information, (i) relates to an identifiable individual or can be used to identify, contact or locate a natural person, (ii) can be used to authenticate an individual (including government-issued identification numbers, passwords, financial account numbers, credit report information, biometric data or health data), or that (iii) constitutes “personal data,” “personal information,” “personally identifiable information” or similar terms under any applicable Privacy Obligations; provided , “Personal Information” shall not include “protected health information” (as defined by HIPAA).
 “ Purchase Orders ” means any purchaser order, work order or similar ordering document issued or received by the Company or its Subsidiaries in the ordinary course of business.
 “ PLR Request ” has the meaning set forth in Section 7.12(g) .
 “ Pre-Closing Tax Period ” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending at the end of the day on the Closing Date.
 “ Privacy Obligations ” means all applicable Laws, Contracts, self-regulatory standards, and written and published policies governing the collection, use, storage, disclosure, transfer, security or Processing of Personal Information.
 “ Process ” or “ Processing ” means any operation or set of operations performed on Personal Information, whether or not by automated means, including the receipt, access, acquisition, collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure, transfer, transmission, dissemination, alignment, combination, restriction, disposal, erasure or destruction thereof.
 “ Purchase Price Adjustment ” has the meaning set forth in Section 3.2(e)(i) .
 “ Purchased Interests ” has the meaning set forth in the Recitals.
 “ R&W Insurance Policy ” means that certain buyer-side representation and warranty insurance policy to be obtained by Buyer or an Affiliate thereof in connection with the transactions contemplated by this Agreement.

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 “ Real Property Lease ” has the meaning set forth in Section 4.10.
 “ Recourse Theory ” has the meaning set forth in Section 10.13 .
 “ Related Person ” has the meaning set forth in Section 4.13(a)(xxi) .
 “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, dumping, leaching or disposing into the environment.
 “ Released Parties ” has the meaning set forth in Section 10.15 .
 “ Releasing Parties ” has the meaning set forth in Section 10.15 .
 “ Representative ” means, with respect to any Person, any director, officer, manager, member, partner (whether limited or general), principal, attorney, employee, agent, advisor, consultant, accountant or any other Person acting in a representative capacity for such Person and, in the case of any Buyer Party, any existing or potential Debt financing source.
 “ Restricted Cash ” means any cash (i) if and to the extent not freely usable by the Company or any of its Subsidiaries because it is subject to legal restrictions on use or (ii) surety bonds, environmental bonds, or other deposits or instruments that are subject to a contingency or condition to release (including the environmental bond maintained in Costa Rica).
 “ Restrictive Covenant Agreement ” means the Restrictive Covenant Agreement to be dated as of the Closing Date by and among Arlington Capital Partners V, L.P., Arlington Capital V, L.P. and Buyer in substantially the form attached hereto as Exhibit C .
 “ Review Period ” has the meaning set forth in Section 3.2(c) .
 “ Riverpoint Business ” means the business of the Company and its Subsidiaries.
 “ SEC ” means the United States Securities and Exchange Commission.
 “ Securities Act ” has the meaning set forth in Section 6.8(a) .
 “ Security Breach ” means any (i) unauthorized acquisition of, access to, loss of or misuse (by any means) of Personal Information or Sensitive Data, (ii) unauthorized or unlawful Processing of Personal Information or Sensitive Data, (iii) act or omission that compromises the security, integrity or confidentiality of Personal Information or Sensitive Data, (iv) phishing, ransomware, denial of service or other cyberattack that results in a monetary loss or a significant business disruption or (v) unauthorized access to, use of or loss of access to any IT systems or networks of the Company or its Subsidiaries.
 “ Seller ” has the meaning set forth in the Preamble.
 “ Seller Documents ” has the meaning set forth in Section 5.3 .
 “ Sensitive Data ” means all (i) Personal Information that is subject to Privacy Obligations, and (ii) all confidential or proprietary business information or Trade Secrets.
 “ Specified Documents ” has the meaning set forth in Section 10.6 .
 “ Sponsor ” means Arlington Capital Partners.

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 “ Sponsor Agreements ” has the meaning set forth in Section 4.20 .
 “ Straddle Period ” means any taxable period that begins on or before the Closing Date and ends after the Closing Date.
 “ Subsidiary ” means, with respect to any Person, an entity of which a majority of the outstanding share capital, voting securities or other voting equity interests are owned, directly or indirectly, by such Person. For the avoidance of doubt, a Subsidiary of any Person or its Subsidiaries includes direct and indirect Subsidiaries (e.g., a Subsidiary of a Subsidiary).
 “ Tax ” or “ Taxes ” means: (i) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other similar assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, premium, windfall profit, environmental, escheat and unclaimed property obligation, property and estimated taxes and other charges in the nature of a tax, in each case whether disputed or not; and (ii) all interest, penalties, fines, additions to tax or additional amounts imposed in connection with any item described in clause (i) of this definition.
 “ Tax Return ” means any return, report or statement filed or required to be filed with respect to any Tax (including any attachments thereto and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated Tax and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes the Company, any of its Subsidiaries.
 “ Taxing Authority ” means the IRS and any other Governmental Body exercising any authority to impose, assess or collect any Tax or any other authority exercising Tax regulatory authority.
 “ Technology ” means, collectively, all information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein.
 “ Termination Date ” means the date (as such date may be extended pursuant to Section 10.14 ) that is one hundred fifty (150) days after the date hereof.
 “ Timber Existing Credit Facility ” means the Fourth Amended and Restated Credit Agreement, dated as of June 27, 2025, by and among the Company, Novanta Corporation, Novanta UK Investments Holding Limited, Novanta Europe GmbH, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and lender, BofA Securities, Inc., as joint lead arranger and joint book runner, JP Morgan Chase Bank, N.A., as joint lead arranger, joint book runner, co-syndication agent and lender, Wells Fargo Securities LLC, as joint lead arranger and joint book runner, Wells Fargo Bank, National Association, as co-syndication agent and lender, PNC Capital Markets LLC, as joint lead arranger and joint book runner, PNC Bank, National Association, as co-syndication agent and lender, U.S. Bank National Association, as joint lead arranger and co-syndication agent, Silicon Valley Bank, a Division of First Citizens Bank & Trust Company, as documentation agent and lender, Citibank N.A. as lender and the other parties thereto, as amended and in effect on the date hereof and as amended from time to time after the date hereof if and to the extent permitted hereby.
 “ Trade Control Laws ” has the meaning set forth in Section 4.23 .

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 “ Transaction Documents ” means this Agreement, the Escrow Agreement, the Restrictive Covenant Agreement and all other agreements and instruments to be executed by Parent, Intermediate Parent, Buyer, the Company and/or Seller at or prior to the Closing pursuant to this Agreement.
 “ Transaction Tax Deductions ” means Tax deductions, to the extent properly deductible under Income Tax Law in a taxable period (or portion thereof) ending on or before the Closing Date, relating to (i) the pay down or satisfaction of any Closing Debt, and (ii) any Company Transaction Expenses; provided , for purposes of this definition of “Transaction Tax Deductions” clause (i) and clause (ii) of “Company Transaction Expenses” shall include both paid and unpaid amounts. For purposes of computing Transaction Tax Deductions, the Parties agree to treat seventy percent (70%) of any amounts properly treated as “success-based fees” as deductible by the Company and its Subsidiaries for Tax purposes in accordance with the safe harbor set forth in Revenue Procedure 2011-29.
 “ Transactions ” means the transactions contemplated by the Transaction Documents.
 “ Transfer Taxes ” has the meaning set forth in Section 10.2 .
 “ Union ” means any labor union, works council, or other employee representative body.
 “ Waived 280G Benefits ” has the meaning set forth in Section 7.10 .
 “ WARN Act ” means the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended, or any similar non-U.S., state or local law, regulation or ordinance.
 “ Willful Breach ” means (i) a material breach that is a consequence of an act taken by the breaching Party, or the failure by the breaching Party to take an act it is required to take under this Agreement, in each case with actual knowledge that the taking of, or the failure to take, such act would, or would be reasonably expected to, cause a breach of this Agreement that (A) resulted in, or contributed to, the failure of any of the conditions in Section 8.1 , Section 8.2 or Section 8.3 to be satisfied or (B) resulted in, or contributed to, the Closing not being consummated at the time the Closing would have occurred pursuant to Section 2.3 , (ii) the failure of any Buyer Party to make any of the payments described in Section 3.1 at the Closing, or (iii) a breach by any Buyer Party of any representation or warranty set forth in Section 6.6 .
 1.2 Other Definitional and Interpretive Matters .
 (a)	Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
 (i) Calculation of Time Period . When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.
 (ii) Dollars . Any reference in this Agreement to “$” shall mean U.S. dollars. The specification of any dollar amount in any representation or warranty or otherwise in this Agreement or in the Exhibits or the Company Disclosure Schedule is not intended and shall not be deemed to be an admission or acknowledgment of the materiality of such amounts or items, nor shall the same be used in any dispute or controversy between the Parties to determine whether any obligation, item or matter (whether or not described herein or included in the Company Disclosure Schedule) is or is not material for purposes of this Agreement.

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 (iii) Exhibits/Schedules . The Exhibits and Schedules to this Agreement, including the Company Disclosure Schedule, are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules, including the Company Disclosure Schedule, annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Section of the Company Disclosure Schedule shall be deemed to have been disclosed on each other Section of the Company Disclosure Schedule in which it is reasonably apparent that the information is required to be included. Disclosure of any item on any Section of the Company Disclosure Schedule shall not constitute an admission or indication that such item or matter is material or would reasonably be expected to have a Material Adverse Effect. No disclosure on a Section of the Company Disclosure Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. Any capitalized terms used in any Section of the Company Disclosure Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
 (iv) Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.
 (v) Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.
 (vi) Recitals . The Recitals to this Agreement are hereby incorporated as material provisions of this Agreement as if restated in full herein.
 (vii) Herein . The words “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.
 (viii) Including . The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
 (ix) Shall and Will . The words “shall” and “will” denote a directive and obligation, and not an option.
 (x) To the Extent . The phrase “to the extent” means “the degree by which” and not “if” for all purposes of this Agreement.
 (xi) Knowledge . The phrases “to the Knowledge of the Company,” “to the Knowledge of the Company and its Subsidiaries,” “to the Company’s Knowledge,” “known to the Company” and “known to the Company and its Subsidiaries” (and equivalent phrases, including with respect to any other Party) and phrases of similar import or effect are used in this Agreement to qualify and limit the scope of any representation or warranty in which they appear and are not affirmations of any Person’s “superior knowledge” that the representation or warranty in which they are used is true; provided , however , that nothing in this Section 1.2 shall alter, limit, or diminish the definition of “Knowledge” set forth in Section 1.1 of this Agreement or the requirement of the Knowledge individuals listed therein to conduct a reasonable inquiry.

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 (xii) Specific Language . Where specific language is used to clarify by example a general statement contained in this Agreement, such specific language will not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates.
 (xiii) Reflected On or Set Forth In . An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (A) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation or warranty, (B) such item is otherwise set forth on the balance sheet or financial statements or (C) such item is reflected on the balance sheet or financial statements and is set forth in the notes thereto.
 (xiv) Accounting Terms . Each accounting term used herein that is not specifically defined herein shall have the meaning that would be ascribed to it in accordance with the Agreed Principles.
 (b) Drafting . The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. The Parties are each represented by legal counsel and have participated jointly in the negotiation and drafting of the Transaction Documents. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement or any other Transaction Document, the terms and provisions of the execution version of this Agreement or such other Transaction Document will control and prior drafts of this Agreement or such other Transaction Document will not be considered or analyzed for any purpose (including in support of parol evidence proffered by any Person in connection with this Agreement or as an aid to construction or as evidence of the intent of the parties hereto or thereto), and no presumption or burden of proof shall arise favoring or disfavoring any party hereto or thereto by virtue of such prior drafts.
 Article II

PURCHASE AND SALE; CLOSING
 2.1 Purchase and Sale . Upon the terms and subject to the conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Purchased Interests, free and clear of all Liens other than any restrictions on sales of securities under applicable securities Laws.
 2.2 Closing Consideration . The aggregate consideration payable by the Buyer Parties at the Closing for the purchase of the Purchased Interests shall be an amount equal to the Closing Consideration, payable and subject to adjustment as specified elsewhere herein.
 2.3 Closing . The closing of the purchase and sale of the Purchased Interests hereunder (the “ Closing ”) shall take place at 8:00 a.m. local time in New York, New York on the fifth (5 th ) Business Day after the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), remotely via the electronic exchange of documents and signatures, unless another time, date or place is agreed to in writing by the Parties. The date on which the Closing actually occurs is referred to in this Agreement as the “ Closing Date ”.

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 Article III

CLOSING PAYMENTS AND DELIVERABLES
 3.1 Closing Date Payments . At the Closing, the Buyer Parties shall make or cause to be made the following payments, in each case by wire transfer of immediately available funds:
 (a) Payment of Closing Consideration . On the Closing Date, the Buyer Parties shall pay, or cause to be paid, to Seller an amount in cash, by wire transfer of immediately available funds to the accounts designated by Seller in writing prior to Closing, equal to the Closing Consideration. Seller shall be solely responsible for the further distribution or allocation of any portion of the Closing Consideration (and any other amounts received by Seller pursuant to this Agreement) to its direct or indirect equityholders, members, partners or other Persons, and neither Buyer nor any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) shall have any liability or obligation to any such Person with respect to any such distribution or allocation, including any liability arising from errors, omissions or inaccuracies in calculating the portion of the Closing Consideration or other amounts to be received by any equityholder, member or partner of Seller or any of its Affiliates.
 (b) Payments in respect of Debt . On the Closing Date, upon the terms and conditions of this Agreement, the Buyer Parties shall pay, or cause to be paid, on behalf of the Company and its Subsidiaries by wire transfer of immediately available funds, the amount required to repay all Debt for borrowed money outstanding as of immediately prior to the Closing for which Debt Payoff Letters have been delivered by the Company to Buyer prior to the Closing.
 (c) Payments in Respect of Company Transaction Expenses . On the Closing Date, upon the terms and conditions of this Agreement, the Buyer Parties shall pay, or cause to be paid, on behalf of Seller, to the Company and its Subsidiaries by wire transfer of immediately available funds, the amount required to pay all unpaid Company Transaction Expenses outstanding as of immediately prior to the Closing as set forth on the Estimated Statement. In the case of Company Transaction Expenses payable to employees of the Company or any of its Subsidiaries, the Buyer Parties shall fund such payments to the Company or its applicable Subsidiary directly for payment through a special payroll on the Closing Date.
 (d) Deposit of Adjustment Escrow Amount . On the Closing Date, the Buyer Parties shall pay, or cause to be paid, to the Escrow Agent an amount equal to the Adjustment Escrow Amount by wire transfer of immediately available funds to an escrow account (the “ Adjustment Escrow Account ”), such account to be established and maintained by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement and such funds to be distributed in accordance with the terms of the Escrow Agreement and this Agreement. All fees, costs and expenses of the Escrow Agent shall be borne fifty percent (50%) by Seller and fifty percent (50%) by the Buyer Parties.
 3.2 Adjustment to Closing Consideration .
 (a) Estimated Statement . Not later than four (4) Business Days prior to the Closing Date, the Company shall provide Buyer with a written statement (the “ Estimated Statement ”) reflecting the Company’s good faith estimate of the Closing Cash (the “ Estimated Cash ”), the Closing Working Capital (the “ Estimated Working Capital ”), the Closing Debt (the “ Estimated Debt ”) and the Closing Transaction Expenses (the “ Estimated Transaction Expenses ”), in each case as of the Adjustment Calculation Time, together with reasonable supporting detail, calculations and documentation. Following receipt of the Estimated Statement, Buyer and its Representatives shall have the right to review the Estimated Statement and may submit to the Company in writing any objections or proposed changes thereto. The Company shall consider all such objections and proposed changes in good faith and modify

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 the amounts set forth on the Estimated Statement as appropriate to reflect any agreed adjustments; provided , however , in no event shall Buyer’s review of, or any dispute or disagreement with respect to, the Estimated Statement (or any component thereof) delay, postpone or otherwise affect the obligation of the Buyer Parties to consummate the Closing on the Closing Date in accordance with this Agreement. The Estimated Statement (as so modified, if applicable) shall be binding on the Company, on the one hand, and the Buyer Parties, on the other hand, for purposes of calculating the Closing Consideration. Not later than five (5) Business Days prior to the Closing Date, Buyer shall provide to the Company a detailed funds flow memorandum in excel format (including all underlying calculations, formulas and amounts therein, with preliminary amounts being acceptable) setting forth all payments to be made by or on behalf of the Parties at Closing in accordance with this Agreement; provided , that Buyer may provide updates to such memorandum for incorporation by the Parties until one (1) Business Day prior to the Closing Date.
 (b) Closing Statement . As promptly as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement (the “ Closing Statement ”) setting forth (i) the Closing Cash, (ii) the Closing Working Capital, (iii) the Closing Debt and (iv) the Closing Transaction Expenses, together with underlying documentation supporting such calculations, which Closing Statement shall be prepared in a manner consistent with the Agreed Principles and this Agreement (including the definitions of Closing Cash, Closing Working Capital, Closing Debt, Closing Transaction Expenses and related definitions, as applicable, and Exhibit A ). If Buyer fails to timely deliver the Closing Statement in accordance with this Section 3.2(b) , then Seller shall provide written notice of such failure to Buyer, and if Buyer does not deliver the Closing Statement within five (5) Business Days following receipt of such notice, then (A) Buyer will be deemed to have forfeited its right to deliver the Closing Statement and (B) Seller may, at its election, (I) treat the Estimated Statement and the calculations set forth therein as final and binding on the Parties for purposes of finally determining the Closing Consideration pursuant to this Section 3.2 or (II) treat the Estimated Statement as the Closing Statement delivered by Buyer pursuant to this Section 3.2(b) , in which case, Seller will be entitled to all dispute and other rights set forth in this Section 3.2 with respect thereto. The calculation of each item set forth in the Closing Statement shall not take into account any purchase accounting or other adjustments arising out of the consummation of the Transactions and shall be based solely on facts and circumstances as they are known to exist on or prior to the Closing or, in the case of Closing Working Capital or Closing Cash, the Adjustment Calculation Time, as applicable, and will exclude the effect of any fact, event, change, circumstance, act, development, judgment, policy or decision occurring after the Closing. The process described in this Section 3.2(b) , Section 3.2(c) and Section 3.2(d) is not intended to, and does not, permit the introduction of accounting methodologies, practices, estimation techniques, assumptions or principles in the preparation of the Closing Statement (or its components) that are different from the Agreed Principles or otherwise inconsistent with this Agreement.
 (c) Review Period; Dispute Notice . During the Review Period, Seller and its Representatives shall have the right, upon reasonable advance notice to Buyer, to reasonable access to the books and records, employees and representatives and such other information regarding the Buyer Parties and the Company and its Subsidiaries as Seller may reasonably request in order to review the Closing Statement. The Closing Statement (and the computation of Closing Cash, Closing Working Capital, Closing Debt and Closing Transaction Expenses set forth therein) delivered by Buyer to Seller shall be conclusive, final and binding on all Parties unless Seller, prior to the later of (i) the forty-fifth (45 th ) day following receipt by Seller of the Closing Statement and (ii) the tenth (10 th ) Business Day following receipt of all information reasonably requested by Seller in order to review the Closing Statement (the “ Review Period ”), delivers a notice to Buyer stating that Seller disagrees with any such calculation and specifying in reasonable detail those items or amounts as to which Seller disagrees and the basis therefor (any such notice, a “ Dispute Notice ”). Seller shall be deemed to have agreed with all items and amounts contained in the Closing Statement, and the calculation of Closing Cash, Closing Working Capital, Closing Debt or Closing Transaction Expenses, in each case that are not the subject of a Dispute Notice.

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 (d) Independent Accountant . If a Dispute Notice is duly delivered pursuant to Section 3.2(c) , Seller and Buyer shall, during the fifteen (15) days following such delivery, negotiate in good faith to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Cash, Closing Working Capital, Closing Debt and Closing Transaction Expenses, as applicable, and the Dispute Notice and all such discussions related thereto will be governed by Rule 408 of the Federal Rules of Evidence (as in effect as of the date hereof) and any applicable similar non-U.S. or state rule. If during such period, Seller and Buyer are unable to reach such agreement, they shall promptly thereafter contract with an independent national accounting firm (mutually agreeable to Seller and Buyer) (the “ Independent Accountant ”), to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Cash, Closing Working Capital, Closing Debt and Closing Transaction Expenses, as applicable. Each Party agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. Buyer and Seller shall cooperate with the Independent Accountant and promptly provide, and Buyer shall cause the Company and each of its Subsidiaries to provide, all documents and information requested by the Independent Accountant. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Statement as to which Seller has disagreed in its Dispute Notice duly delivered pursuant to Section 3.2(c) . The Independent Accountant’s determination on each item in dispute shall be determined in accordance with the Agreed Principles and this Agreement (including the definitions of Closing Cash, Closing Working Capital, Closing Debt, Closing Transaction Expenses and related definitions, as applicable, and Exhibit A ) and shall not be greater than the greater value for such item claimed by either Seller or Buyer or less than the lower value for such item claimed by either Seller or Buyer. Seller and Buyer shall direct the Independent Accountant to deliver to Seller and Buyer, as promptly as practicable (but in any case no later than thirty (30) days from the date of its engagement), a report setting forth such calculation. Such report shall be final and binding upon Seller and the Buyer Parties, shall be deemed a final arbitration award that is binding on Seller and the Buyer Parties and neither Seller nor any Buyer Party shall seek further recourse to courts or other tribunals, other than to enforce such report. The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of all items in dispute as originally submitted to Independent Accountant. For example, if the total amount of all items in dispute equals $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, sixty percent (60%) of the costs of its review would be borne by the Buyer Parties and forty percent (40%) of the costs would be borne by Seller.
 (e) Purchase Price Adjustment .
 (i)	The “ Purchase Price Adjustment ” will be an amount, which may be positive or negative, equal to (1) the Final Cash Adjustment, plus (2) the Final Working Capital Adjustment, minus (3) the Final Debt Adjustment, minus (4) the Final Transaction Expenses Adjustment.
 (ii)	If the Purchase Price Adjustment is a positive number (the “ Net Positive Purchase Price Adjustment Amount ”) or equal to zero (0):
 (A)	If the Net Positive Purchase Price Adjustment Amount is equal to or in excess of the Adjustment Collar Amount, the Buyer Parties shall promptly (but in any event within two (2) Business Days following the final determination of the Purchase Price Adjustment), pay to an account designated in writing by Seller, by wire transfer of immediately available funds, an amount equal to the lesser of (1) the excess of the Net Positive Purchase Price Adjustment Amount over the Adjustment Collar Amount and (2) an amount equal to the Adjustment Escrow Amount; and
 (B)	Seller and Buyer shall promptly (but in any event within two (2) Business Days following the final determination of the Purchase Price Adjustment) deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay all funds in the Adjustment Escrow

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 Account (if any), to an account designated in writing by Seller, by wire transfer of immediately available funds.
 (iii)	If the Purchase Price Adjustment is a negative number (the absolute value of such number, the “ Net Negative Purchase Price Adjustment Amount ”):
 (A)	If the Net Negative Purchase Price Adjustment Amount is equal to or in excess of the Adjustment Collar Amount, Buyer and Seller shall promptly (but in any event within two (2) Business Days following the final determination of the Purchase Price Adjustment) deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay to Buyer an amount equal to the excess of the Net Negative Purchase Price Adjustment Amount over the Adjustment Collar Amount, by wire transfer of immediately available funds to an account designated by Buyer to the Escrow Agent in writing (it being understood that the Net Negative Purchase Price Adjustment Amount shall be paid solely from, and only to the extent of, the funds available in the Adjustment Escrow Account) (taking into account any release made by Buyer and Seller (or its designee) pursuant to the third sentence of Section 3.2(b) ); and
 (B)	Seller and Buyer shall, simultaneously with the delivery of the instructions described in Section 3.2(e)(iii)(A) , deliver joint written instructions to the Escrow Agent to cause the Escrow Agent to pay the remaining funds in the Adjustment Escrow Account (if any), to an account designated in writing by Seller, by wire transfer of immediately available funds.
 For the avoidance of doubt, the Adjustment Escrow Account shall be the sole source of recovery for any Net Negative Purchase Price Adjustment Amount and Seller shall not have any liability for any amounts due pursuant to Section 3.2(e)(iii) except to the extent of the funds available in the Adjustment Escrow Account at such time.
 (f)	Each Buyer Party acknowledges and waives any actual or potential conflict of the Company staff members and employees assisting Seller as described in this Section 3.2 and will not, and will cause the Company and its Subsidiaries to not, prevent such access by, or assistance to, Seller.
 (g)	The Parties agree that any payment made pursuant to this Section 3.2 shall be treated for all purposes as an adjustment to the aggregate consideration, unless otherwise required by applicable Law.
 3.3 Payment of Milestone Payment Amount .
 (a)	On or before the Milestone Payment Deadline, the Buyer Parties shall pay, or cause to be paid, to Seller an amount in cash equal to the Milestone Payment Amount, by wire transfer of immediately available funds to the accounts designated by Seller in writing. The Milestone Payment Amount shall constitute a component of the aggregate consideration for the Purchased Interests for all purposes of this Agreement and shall not be contingent upon any condition, milestone or future event, or subject to any set-off or offset, and shall represent a firm and unconditional obligation of each of the Buyer Parties.
 (b)	The Parties acknowledge and agree the obligations and agreements contained in this Section 3.3 are an integral part of the transactions contemplated by this Agreement and that, without them, the Parties would not otherwise enter into this Agreement. Accordingly, if the Buyer Parties fail to pay the Milestone Payment Amount in cash as and when due in full pursuant to this Section 3.3 , the Buyer Parties shall pay or reimburse, or cause to be paid, as and when invoiced, to Seller its full fees, costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) (the “ Expenses ”) incurred in connection with enforcing Seller’s rights to receive the Milestone Payment Amount, together with, as

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 liquidated damages and not as a penalty, a monthly amount equal to $[***] (pro rated for any portion of a month), payable on demand by wire transfer of immediately available funds in cash (the “ Additional Fees ”) (and which amounts, if unpaid when due, shall increase the Milestone Payment Amount). The Parties acknowledge and agree that the damages that Seller would suffer in the event of any late payment would be difficult to ascertain, that such monthly liquidated damages amount represents a reasonable estimate of Seller’s damages from such late payment, and that such liquidated damages are not intended as a penalty. Additional Fees shall accrue on the Milestone Payment Amount outstanding from time to time from the Closing Date through the date of payment in full in cash of all such amounts. The Milestone Payment Amount and any Additional Fees and Expenses shall be paid in full in immediately available funds in cash without any right of setoff, offset, counterclaim, deduction, defense or recoupment of any kind whatsoever, and the Buyer Parties hereby unconditionally and irrevocably waive any and all such rights with respect thereto.
 (c)	Notwithstanding anything herein to the contrary, if at any time the interest applicable to the Milestone Payment Amount, together with all fees, charges and other amounts which are treated as interest on the Milestone Payment Amount under applicable Law (collectively, “ Interest Charges ”), exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by Seller in accordance with applicable Law, the rate of interest payable in respect of the Milestone Payment Amount hereunder, together with all other Interest Charges payable in respect thereof, shall be limited to the Maximum Rate.
 (d)	The Buyer Parties each represent and warrant to Seller that the payment in full in cash of the Milestone Payment Amount, together with any Expenses and Interest, when due in accordance with this Section 3.3 , is not conditioned, restricted or limited (in whole or in part) by the terms of any loan agreement, indenture, promissory note or other agreement, arrangement or restriction to which a Buyer Party or any of their respective Affiliates is subject (other than the Timber Existing Credit Facility as in effect on the date hereof). In order that the Buyer Parties be able to pay all of the Milestone Payment Amount, together with any Expenses and Additional Fees, as and when due to Seller, each of the Buyer Parties covenants to the Seller that until such time as the Milestone Payment Amount, together with any Expenses and Additional Fees, is paid in full in cash, no Buyer Party or any of their respective Affiliates will enter into any new (or amend, supplement or modify any existing) loan agreement, indenture, promissory note or other agreement, arrangement or restriction, including, without limitation, any amendment or refinancing of the Timber Existing Credit Facility, that would directly or indirectly have the effect of prohibiting (in whole or in part) any Buyer Party from timely paying the Milestone Payment Amount, together with any Additional Fees and Expenses, in accordance with this Section 3.3 (it being agreed, for the avoidance of doubt, that no financial maintenance covenant included in the Timber Existing Credit Facility or other financial maintenance covenant that is customary for debt financings of similarly situated borrowers shall be considered a prohibition on payment of the Milestone Payment Amount except to the extent that compliance with such financial maintenance covenant is a condition to the payment of the Milestone Payment Amount under the Timber Existing Credit Facility or other agreement containing such financial maintenance covenant).
 (e)	During the period commencing on the Closing Date until the Milestone Payment Amount, together with any Expenses and Additional Fees, is paid in full in cash, the Buyer Parties shall notify Seller in writing not less than 5 Business Days following (i) the entry into any definitive agreement that would give rise to a Change of Control or (ii) any consummation of a Change of Control. If the Milestone Payment Amount, together with any Additional Fees and Expenses, has not been paid in full in cash, then immediately prior to, and as a precondition to, any Change of Control, the Buyer Parties shall pay to an account designated in writing by Seller, by wire transfer of immediately available funds in cash, an amount equal to the Milestone Payment Amount, together with any Additional Fees and Expenses, which such payment shall be in full satisfaction of the Buyer Parties’ obligations under this Section 3.3 .

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 (f)	[Reserved].
 (g)	Each of the Buyer Parties shall use all best efforts to take, or cause to be taken, all necessary actions and to do, or cause to be done, all things necessary and advisable to pay the Milestone Payment Amount as and when due, including ensuring that sufficient funds are available to make the Milestone Payment Amount on the date hereof through the Milestone Payment Deadline.
 (h)	Notwithstanding anything to the contrary in this Agreement or elsewhere, if an Event of Default (as defined in the Timber Existing Credit Facility or any replacement or successor credit facility) occurs, and (x) such Event of Default is a payment or bankruptcy Event of Default or (y) such Event of Default continues for a period longer than thirty (30) days, then the Buyer Parties shall, within five (5) Business Days following the occurrence of such event, pay to an account designated in writing by Seller, by wire transfer of immediately available funds in cash, an amount equal to the Milestone Payment Amount, together with any Additional Fees and Expenses. For the avoidance of doubt, the occurrence of any such event shall render the Milestone Payment Amount, together with any Additional Fees and Expenses, immediately due and payable in cash, and the Buyer Parties’ obligations under this Section 3.3(h) shall be in addition to, and not in limitation of, any other rights or remedies available to Seller under this Agreement or at law or in equity.
 3.4 Withholding . Each Buyer Party (and any of its Affiliates) and any other applicable withholding agent shall be entitled to deduct and withhold amounts from the consideration otherwise payable pursuant to this Agreement, as required by Tax Law. If Buyer reasonably determines that an amount is required to be deducted or withheld (except with respect to compensatory amounts), (i) Buyer shall promptly provide the Company and Seller with written notice of its intent to withhold, (ii) each Buyer Party shall cooperate with the Company and Seller to reduce or eliminate the need for any such withholding and (iii) any withheld and deducted amounts that are timely paid to the appropriate Taxing Authority will be treated for all purposes of this Agreement as having been paid to the Person in respect of whom withholding was made. Notwithstanding anything to the contrary, any compensatory amounts subject to payroll withholding and reporting shall be paid through the Company’s or its Subsidiaries’ applicable payroll system in accordance with applicable payroll procedures.
 Article IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 Except as set forth on the disclosure schedule delivered to Buyer prior to the execution of this Agreement (the “ Company Disclosure Schedule ”), the Company hereby represents and warrants to Buyer as of the date hereof that ( provided , no representation or warranty is made as of any time, or with respect to any period, prior to the Lookback Date):
 4.1 Organization and Good Standing .
 (a)	The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate its properties in all material respects and to carry on its business in all material respects as conducted on the date hereof. The Company 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, except where the failure to be so qualified, authorized or in good standing would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

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 (b)	The Company has made available to Buyer accurate and complete copies of the Company Certificate of Formation and the Company LLCA, including all amendments thereto, in each case as in effect as of the date of this Agreement. There has not been any violation of any of the provisions of the Company Certificate of Formation or the Company LLCA and the Company has not taken any action that is inconsistent in any respect with any resolution adopted by the sole member of the Company, the board of managers or any committee thereof, except as would not be material to the Company and its Subsidiaries on a consolidated basis.
 4.2 Authorization of Agreement . The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and each other Transaction Document to be executed by the Company in connection with the consummation of the Transactions (collectively, the “ Company Documents ”) and to consummate the Transactions. The execution and delivery of this Agreement and the Company Documents by the Company and the consummation by the Company of the Transactions have been, or will be, duly authorized by all requisite corporate action of the Company and, if applicable, each direct and indirect parent entity of the Company and no other corporate action on the part of the Company or any of its direct or indirect parent entities or equity holders of such parent entities is necessary to authorize the execution, delivery and performance of this Agreement and each of the Company Documents and the consummation of the Transactions. This Agreement has been, and each of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Company Document when so executed and delivered will constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (“ Applicable Exclusions ”).
 4.3 Conflicts; Consents of Third Parties .
 (a)	None of the execution and delivery by the Company of this Agreement or the Company Documents, the consummation by the Company of the Transactions or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of: (i) the Company LLCA or the Company Certificate of Formation; (ii) except as disclosed in Section 4.3(a)(ii) of the Company Disclosure Schedule, any Material Contract or material Permit to which the Company or any of its Subsidiaries is a party; (iii) any Order applicable to the Company or any of its Subsidiaries or by which any of the properties or assets of the Company or any of its Subsidiaries are bound; (iv) any applicable Law; or (v) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) , (iii) , (iv) , and (v), such conflicts, violations, defaults, terminations, cancellations or Liens that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.
 (b)	Except as disclosed in Section 4.3(b) of the Company Disclosure Schedule, no consent, waiver, approval or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement or the Company Documents, the compliance by the Company with any of the provisions hereof or thereof or the consummation by the Company of the Transactions, except for (i) filings required under and in compliance with the applicable requirements of the HSR Act and (ii) such other consents, waivers, approvals, authorizations, declarations, filings or notices

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 the failure of which to obtain or make would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.
 4.4 Capitalization .
 (a)	As of the date hereof, all of the Purchased Interests are owned beneficially and of record by Seller. The Purchased Interests have been duly authorized and are validly issued, and were not issued in violation of (i) any applicable Laws or (ii) any applicable Contracts, including any preemptive or similar right set forth therein. As of the date hereof, the authorized and outstanding membership interests of the Company are as set forth in Section 4.4(a) of the Company Disclosure Schedule.
 (b)	Except as disclosed in Section 4.4(b) of the Company Disclosure Schedule, (i) there are no member agreements, voting trusts, proxies or other agreements or understandings to which the Company is a party with respect to or concerning the purchase, sale or voting of the membership interests of the Company, (ii) there is no existing right or any Contract to which the Company is a party requiring, and there are no convertible securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any membership interests or other equity interests of the Company, or other securities convertible into membership interests or other equity interests of the Company, to any Person, (iii) there is no existing Contract to which the Company is a party, and there is no obligation, contingent or otherwise, of the Company, to repurchase, redeem or otherwise acquire any membership interests or other equity interests of the Company, and (iv) there are no restrictions on transfer of any membership interests or other equity interests of the Company (other than pursuant to this Agreement), including any preemptive or similar right, that are implicated by this Agreement.
 (c)	There are no outstanding incentive equity or equity-based awards issued by the Company or any of its Subsidiaries to any current or former director, officer, employee, or other service provider of the Company or any of its Subsidiaries. Each outstanding incentive equity or equity-based award issued by Seller or its direct parent entities to any current or former director, officer, employee or other service provider of the Company or any of its Subsidiaries (each, an “ Equity Award ”) has been granted in compliance with all applicable Laws and the terms and conditions of the applicable equity plan and agreement under which it was granted. Each outstanding Equity Award that is intended to constitute a profits interest (A) constitutes a “profits interest” for U.S. federal income tax purposes and complies with the requirements of Rev. Proc. 93-27 and any other applicable provision of the Code and (B) was granted with a distribution threshold or similar economic term equal to or greater than the liquidation value of the issuing entity on the date of grant. All recipients of Equity Awards that constitute profits interests and that were awarded in the past two (2) years have filed timely and valid elections under Section 83(b) of the Code with respect to such Equity Awards.
 (d)	There is no Contract to which the Company or any of its Subsidiaries is a party or with respect to which the Company or any of its Subsidiaries has or could expect to have liability that contains a promise or commitment to grant any additional Equity Awards that has not been satisfied by the Company.
 4.5 Subsidiaries .
 (a) Section 4.5(a) of the Company Disclosure Schedule sets forth, as of the date hereof, an accurate and complete list of each of the Company’s Subsidiaries, and, with respect to each such Subsidiary, its entity type and jurisdiction of organization.
 (b)	The Company or a Subsidiary of the Company is the sole beneficial and record owner of the outstanding shares of capital stock or other interests in the Company’s Subsidiaries listed on

 27
  

  

 Section 4.5(b) of the Company Disclosure Schedule, free and clear of all material Liens, except (i) as may be created by this Agreement, (ii) as may be set forth in the Organizational Documents of such Subsidiary, (iii) for any restrictions on sales of securities under applicable securities Laws and/or (iv) as set forth in Section 4.5(b) of the Company Disclosure Schedule.
 (c) Section 4.5(c) of the Company Disclosure Schedule sets forth the issued and outstanding equity interests as of the date hereof for each Subsidiary of the Company and the record holders of such outstanding equity interests and the number and percentage of equity interests held by each record holder.
 (d)	Each of the Company’s Subsidiaries is a duly organized and validly existing corporation or other entity to the extent such concepts are recognized under the laws of the jurisdiction of its incorporation or organization, and has all requisite corporate (or similar entity) power and authority to own, lease and operate its properties and to carry on its business in all material respects as conducted on the date hereof. Each of the Company’s Subsidiaries is duly qualified or authorized to do business and in good standing as a foreign corporation or entity to the extent such concepts are recognized under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
 (e)	The outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries are validly issued, fully paid and non-assessable (to the extent such concepts are applicable to such equity interests that are not capital stock) and have not been issued in violation of any preemptive rights, and have been issued and granted in compliance with all applicable Laws and all requirements set forth in applicable Contracts. All such shares or other equity interests represented as being owned by the Company are owned by it free and clear of any and all Liens other than Permitted Exceptions. Neither the Company nor any of its Subsidiaries owns any stock, partnership interest, joint venture interest or other equity ownership interest in any Person other than the Company’s Subsidiaries.
 (f)	Except as disclosed in Section 4.5(f) of the Company Disclosure Schedule, (i) there are no stockholder agreements, voting trusts, proxies or other agreements or understandings to which any Subsidiary of the Company is a party with respect to the purchase, sale or voting of the capital stock or stock rights of any Subsidiary of the Company, (ii) there is no existing right or any Contract to which any Subsidiary is a party requiring, and there are no convertible securities of any Subsidiary of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any shares of capital stock or other equity interests of any Subsidiary of the Company, or other securities convertible into shares of capital stock or other equity interests of any Subsidiary of the Company, to any Person, (iii) there is no existing Contract to which any Subsidiary of the Company is a party, and there is no obligation, contingent or otherwise, of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of any Subsidiary of the Company and (iv) there are no restrictions on transfer of any shares of capital stock or other equity interests of any Subsidiary of the Company (other than pursuant to this Agreement), including any preemptive or similar right, that are implicated by this Agreement.
 (g)	The Company has made available to Buyer accurate and complete copies of the Organizational Documents, including all amendments thereto, of each of its Subsidiaries as in effect on the date hereof.
 (h)	No Subsidiary of the Company is a participant in any joint venture, partnership or similar arrangement or has agreed or is obligated to, directly or indirectly, make any future investment in

 28
  

  

 or capital contribution or advance to any Person (other than the Company or another Subsidiary of the Company).
 4.6 Financial Statements .
 (a) Section 4.6(a) of the Company Disclosure Schedule sets forth true, correct and complete copies of: (A) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2025 and December 31, 2024, together with the related audited consolidated statements of operations, member’s equity and cash flows of the Company and its Subsidiaries for the fiscal years then ended (such audited statements, including the related notes thereto, are referred to herein as the “ Annual Financial Statements ”) and (B) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of April 30, 2026 (the “ Balance Sheet Date ”) and the related unaudited consolidated statements of operations of the Company and its Subsidiaries for the four (4) month period then ended (such unaudited statements, including the related notes thereto, are referred to herein as the “ Interim Financial Statements ” and, together with the Annual Financial Statements, the “ Financial Statements ”). The Financial Statements (i) have been prepared from the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP consistently applied, with the exception of the absence of normal and recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount, and footnotes in the unaudited financial statements, which would not be materially different from those presented in the audited financial statements, and (iii) fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the dates and for the periods indicated therein. The books and records of the Company and its Subsidiaries have been maintained in all material respects in accordance with GAAP and applicable Law and accurately and fairly reflect, in all material respects, the transactions and dispositions of assets of the Company and its Subsidiaries required to be reflected therein. The Company and its Subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurances (A) that transactions are being executed and made only in accordance with appropriate authorizations of management, (B) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets and (C) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries.
 (b)	All accounts receivable, notes receivable and other receivables of the Company and its Subsidiaries reflected on the balance sheet of the Company and its Subsidiaries as of the Balance Sheet…

EX-10.1 · novt-ex10_1.htm

EX-10.1
 3
 novt-ex10_1.htm
 EX-10.1

 Exhibit 10.1

  
 THIRD AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
 This THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 8, 2026 (this “ Amendment ”) is made by and among NOVANTA CORPORATION, a Michigan corporation (the “ Lead Borrower ”), NOVANTA UK INVESTMENTS HOLDING LIMITED, a private limited company incorporated in England and Wales (the “ U.K. Borrower ”), Novanta Europe GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) formed and existing under the laws of Germany (the “ German Borrower ”), NOVANTA INC., a company continued and existing under the laws of the Province of New Brunswick, Canada (“ Holdings ” and, jointly and severally with the Lead Borrower, the U.K. Borrower and the German Borrower, collectively, the “ Borrowers ”, and each individually a “ Borrower ”), each of the Subsidiaries of Holdings listed under the caption “GUARANTORS” on the signature pages hereto (each a “ Guarantor ” and collectively the “ Guarantors ”), each Lender party hereto (the “ Consenting Lenders ”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”).
 WHEREAS, the Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Fourth Amended and Restated Credit Agreement dated as of June 27, 2025 (as further amended, restated, extended, supplemented or otherwise modified in writing prior to the date hereof, the “ Existing Credit Agreement ”);
 WHEREAS, the Borrowers, the Consenting Lenders (which collectively constitute the Required Lenders), the Guarantors and the Administrative Agent wish to amend certain provisions of the Existing Credit Agreement as set forth herein, all on the terms and conditions hereinafter set forth (the Existing Credit Agreement, as amended by this Amendment, the “ Amended Credit Agreement ”); and
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties signatory hereto agree as follows:
 1. Definitions . Except as otherwise defined in this Amendment, terms defined in the Amended Credit Agreement are used herein as defined therein.

 2. Amendments to Credit Agreement . Subject to the satisfaction of the conditions precedent specified in Section 4 below, the undersigned parties hereby agree that, effective as of the date hereof, the Existing Credit Agreement shall be amended as follows:

 (a) Section 1.01 of the Existing Credit Agreement shall be amended to add the following definition in the appropriate alphabetic order:

 “ Specified Acquisition ” means the acquisition contemplated by that certain Equity Purchase Agreement, dated as of June 8, 2026, among Runway Midco, LLC, a Delaware limited liability company, Runway Buyer, LLC, a Delaware limited liability company, Novanta Medical

  

  

  

 Technologies Corp., a Delaware corporation, the Lead Borrower and Holdings, as amended, restated, supplemented or otherwise modified from time to time.”
 (b) The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement shall be amended by amending and restating the table set forth in clause (ii) of such definition as follows:

 Applicable Rate

 Pricing Level

 Consolidated Leverage Ratio

 Term SOFR Loans, Alternative Currency Loans and Letters of Credit

 Base Rate

 1

 <1.5:1.0

 1.00%

 0.00%

 2

 &#x2265;1.5:1.0 but <2.0:1.0

 1.25%

 0.25%

 3

 &#x2265;2.0:1.0 but <2.5:1.0

 1.50%

 0.50%

 4

 &#x2265;2.5:1.0 but &#x2264;3.75:1.0

 1.75%

 0.75%

 5

 >3.75:1.0

 2.00%

 1.00%

  
 (c) The definition of &#x201c;Consolidated Funded Indebtedness&#x201d; set forth in Section 1.01 of the Existing Credit Agreement shall be amended by amending and restating clause (d) of such definition as follows:

 &#x201c;(d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and earn-outs or other similar forms of contingent purchase price; provided that, for the avoidance of doubt, any non-contingent seller debt shall be included in the calculation of Consolidated Funded Indebtedness); provided that any obligations in respect of deferred purchase price and any non-contingent seller debt arising in connection with the Specified Acquisition shall only be included in the calculation of Consolidated Funded Indebtedness to the extent such obligations are not paid within ten (10) Business Days after becoming due and payable,&#x201d;
 (d) Section 7.10(b) of the Existing Credit Agreement shall be amended and restated in its entirety as follows:

 &#x201c;(b) Consolidated Leverage Ratio . Permit the Consolidated Leverage Ratio as at the end of any Measurement Period to be greater than (i) 4.00 : 1.00, or (ii) 4.50 : 1.00 at the Borrowers&#x2019; option for the four (4) consecutive quarters following a Designated Acquisition; provided , that this clause (ii) may not be exercised more than two (2) times.&#x201d;
 (e) Section 7.10(c) of the Existing Credit Agreement shall be amended and restated in its entirety as follows:

 &#x201c;(c) Consolidated Fixed Charge Coverage Ratio . Permit the Consolidated Fixed Charge Coverage Ratio as at the end of any Measurement Period to be less than (x)

 2

  

  

 for the Measurement Periods ending as of the last day of each of the four (4) consecutive fiscal quarters following the consummation of the Specified Acquisition, 1.00 : 1:00 and (y) thereafter, 1.25 : 1.00.&#x201d;
 3. [Reserved] .

 4. Conditions Precedent . This Amendment shall become effective as of the date hereof upon satisfaction of the following conditions precedent:

 (a) the Lead Borrower shall have delivered to the Administrative Agent a counterpart of this Amendment executed by each Loan Party;

 (b) the Consenting Lenders (constituting the Required Lenders) and the Administrative Agent shall, in each case, have indicated their consent and agreement by executing this Amendment;

 (c) the representations and warranties made by each Loan Party in Section 6 hereof are true and correct as of the date hereof;

 (d) no Default or Event of Default shall have occurred and be continuing;

 (e) the Lead Borrower shall have delivered to the Administrative Agent a certificate certifying that as of the date hereof that the conditions in clauses (c) and (d) have been satisfied; and

 (f) all fees and expenses required to be paid on the date hereof (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the date hereof (except as otherwise reasonably agreed by the Lead Borrower)) shall have been paid.

 5. [Reserved] .

 6. Representations and Warranties . Each Loan Party party hereto represents and warrants to the Lenders party hereto that (x) this Amendment has been, duly executed and delivered by such Loan Party and this Amendment constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, except as may be limited by Debtor Relief Laws or by general principals of equity and (y) the representations and warranties of such Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on the date hereof, except that any representation and warranty that is qualified as to &#x201c;materiality,&#x201d; &#x201c;Material Adverse Effect&#x201d; or similar language shall be true and correct in all respects on the date hereof; provided that (a) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (b) the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively and (c) each reference in the Credit Agreement or any other Loan Document to &#x201c;this Agreement&#x201d;, or the &#x201c;Credit Agreement&#x201d; or the like shall include reference to this Amendment and the Credit Agreement or such other Loan Document (as applicable) as amended hereby.

 3

  

  

 7. Effect on Loan Documents . The Existing Credit Agreement (as amended hereby) and the other Loan Documents shall be and remain in full force and effect in accordance with their terms and hereby are ratified and confirmed in all respects. Except as expressly set forth herein the execution, delivery, and performance of this Amendment shall not operate as a waiver or an amendment of any right, power, or remedy of the Administrative Agent or any Lender under the Existing Credit Agreement or any other Loan Document, as in effect prior to the date hereof.

 8. No Novation; Entire Agreement . This Amendment evidences solely the amendment of the terms and provisions of the obligations of the Lead Borrower and the other Loan Parties under the Loan Documents and is not a novation or discharge thereof. There are no other understandings, express or implied, among the Lead Borrower, the other Loan Parties, the Administrative Agent and the Lenders regarding the subject matter hereof or thereof.

 9. Choice of Law . This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

 10. Electronic Signatures; Counterparts . This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a &#x201c; Communication &#x201d;), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on each of the Loan Parties to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of each of the Loan Parties enforceable against such in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (&#x201c; Electronic Copy &#x201d;), which shall be deemed created in the ordinary course of such Person&#x2019;s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, &#x201c; Electronic Record &#x201d; and &#x201c; Electronic Signature &#x201d; shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be

 4

  

  

 amended from time to time. For the avoidance of doubt, upon the request of the Administrative Agent, each Loan Party and each Lender party hereto hereby agrees to deliver a manually signed original counterpart of each Communication to the Administrative Agent within a reasonable time after the effectiveness of this Amendment.

 11. Construction . This Amendment is a Loan Document. This Amendment, the Credit Agreement and the other Loan Documents shall be construed collectively and in the event that any term, provision or condition of any of such documents is inconsistent with or contradictory to any term, provision or condition of any other such document, the terms, provisions and conditions of this Amendment shall supersede and control the terms, provisions and conditions of the Existing Credit Agreement or such other Loan Document (as applicable). Upon and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement or such other Loan Document to &#x201c;this Agreement&#x201d;, &#x201c;hereunder&#x201d;, &#x201c;herein&#x201d;, &#x201c;hereof&#x201d; or words of similar import referring to the Existing Credit Agreement or such other Loan Document (as applicable), and each reference in the other Loan Documents to &#x201c;the Credit Agreement&#x201d;, &#x201c;thereunder&#x201d;, &#x201c;therein&#x201d;, &#x201c;thereof&#x201d; or words of similar import referring to the Existing Credit Agreement or such other Loan Document (as applicable), shall mean and be a reference to the Credit Agreement or such other Loan Document (as applicable) as modified and amended hereby.

 [Remainder of Page Intentionally Left Blank]

 5

  

  

 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
 BORROWERS:
 NOVANTA CORPORATION
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title:	Vice President and Chief Financial Officer
  
 NOVANTA UK INVESTMENTS HOLDING LIMITED
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title:	Director
  
 NOVANTA EUROPE GmbH
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title: Managing Director
  
 NOVANTA INC.
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title:	Chief Financial Officer

 [Third Amendment to Fourth A&R Credit Agreement]

  

  

 GUARANTORS:
 NOVANTA TECHNOLOGIES UK LIMITED
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title:	Director
  
 NDS SURGICAL IMAGING LLC
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title:	President
  
 MOTION SOLUTIONS PARENT CORP.
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title: President
  
 NOVANTA MEDICAL TECHNOLOGIES CORP.
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title: President
  
 NOVANTA MEDICAL USA, INC.
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title: President
  
 ATI INDUSTRIAL AUTOMATION, INC.
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title: President

 [Third Amendment to Fourth A&R Credit Agreement]

  

  

 BEARING ENGINEERS, INC.
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title: President
  
 ATI INDUSTRIAL MEXICO, LLC
  
  
 By: /s/ Robert Buckley
 Name: Robert Buckley
 Title: President

 [Third Amendment to Fourth A&R Credit Agreement]

  

  

  
  
 bank of america, n.a. , as
Administrative Agent
  
  
 By: /s/ Kyle D Harding
 Name: Kyle D Harding
 Title: Vice President

  
 [Third Amendment to Fourth A&R Credit Agreement]
  

  

  

 BANK OF AMERICA, N.A., as a Consenting Lender
  
  
 By: /s/ Karen Yap
 Name: Karen Yap
 Title: Senior Vice President

  
 [Third Amendment to Fourth A&R Credit Agreement]
  
  

  

 JPMORGAN CHASE BANK, N.A, as a Consenting Lender
  
  
 By: /s/ Jorge Diaz Granados
 Name: Jorge Diaz Granados
 Title: Authorized Officer

  
 [Third Amendment to Fourth A&R Credit Agreement]
  
  

  

 PNC BANK NATIONAL ASSOCIATION, as a Consenting Lender
  
  
 By: /s/ Terence J. O'Malley
 Name: Terence J. O'Malley
 Title: SVP

  
 [Third Amendment to Fourth A&R Credit Agreement]