ACQUISITION DEBT

ACQUISITION DEBT. Nine Million Dollars ($9,000,000) under the Merger Agreement, which debt shall be adjusted annually based upon the net increase in cash, if any, as reflected in Viral's audited statement of cash flows for the fiscal year ended September 30, and the payment of this cash flow to Meridian. For purposes of determining the Year 1 Earnout Consideration, the Acquisition Debt shall be deemed to be $9 million.