definiens: ), and [COMPANY], LLC, a Colorado limited liability company ( the ) . Capitalized terms used and not otherwise defined upon first usage herein are defined in Article XI of this Agreement . RECITALS WHEREAS, Buyer and Seller are parties to ( i ) that certain Amended and Restated License Agreement, dated February 22, 2013, as amended by that certain Assignment and Assumption Agreement ( License Agreement ) dated as of May 31, 2016 ( collectively, the ) and ( ii ) that certain Supply Agreement, dated February 22, 2013, and replaced on February 24, 2013 pursuant to that certain Letter Agreement, dated March 4, 2013, as amended ( a ) by that certain Amendment to Supply Agreement, dated August 10, 2015 and ( b ) that certain Assignment and Assumption Agreement ( Supply Agreement ) dated as of May 31, 2016 ( collectively, the ) . WHEREAS, Seller designs, develops and procures individual software and hardware components, and it may assemble, inspect, test and then deliver as digital imaging products, for sale in the Veterinary Field and the Human Field . WHEREAS, Seller is the owner of certainSoftware and Documentation used in the Veterinary Field as more fully described on Schedule 1.1(a ) ( the ) . WHEREAS, Seller is the licensee of certain Software and Documentation used in the Veterinary Field as more fully described on Schedule 1.1(b ) ( the ) as evidenced by those certain license agreements listed on Schedule 1.1(b ) ( the ) . WHEREAS, Seller is a third - party beneficiary of those certain Master Warranty and Support Terms and Conditions, including End User Software Licenses, between Buyer and customers of Buyer in the Veterinary Field as contemplated by the Supply Agreement ( the ) . WHEREAS, at the Closing ( as hereinafter defined ), ( i ) Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all right, title and interest in and to the Owned Software Assets, and the Licensed Software Assets, ( ii ) Seller desires to assign to Buyer, and Buyer desires to assume, all the rights and obligations of the Inbound Licenses and ( iii ) Seller desires to assign to Buyer, and Buyer desires to assume, all of Seller 's rights, obligations and benefits under the MWSTCs ; all subject to the terms and conditions contained in this Agreement . NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants, and agreements contained herein, the parties hereto hereby agree as follows : 4 7772925exhibit21purchaseagrmtfo https://www.sec.gov/Archives/edgar/data/1038133/00010381331800007 ..