Contract analysis

1. Introduction and Purpose This firm represents Genome Dx Therapeutics Inc., a Delaware corporation ("Seller" or "GDT"), in connection with the sale of GDT's OncuPath™ companion diagnostics assay line to Meridian Precision Diagnostics, Inc., a Delaware corporation ("Buyer" or "Meridian"), pursuant to that certain Asset Purchase Agreement dated May 11, 2023, by and between GDT and Meridian (the "APA"). As you are awa

2. Transmittal of Executed Escrow Agreement Enclosed with this letter for your review and countersignature are two (2) fully executed counterpart originals of the Escrow Agreement dated May 11, 2023 (effective as of the Closing Date), among GDT, as Seller, Meridian, as Buyer, and Ashgrove Equity Partners Escrow Services, Inc., as Escrow Agent (the "Escrow Agreement"). The Escrow Agreement was executed concurrently wi

3. Escrow Deposit Amount and Funding Pursuant to the terms of the APA and the Escrow Agreement, the total escrow deposit amount is Fourteen Million Dollars ($14,000,000) (the "Escrow Deposit"). The Escrow Deposit represents ten percent (10%) of the Total Consideration of One Hundred Forty Million Dollars ($140,000,000) payable by the Buyer to the Seller under the APA. The Escrow Deposit is intended to secure the Sell

4. Wire Transfer Instructions for Escrow Deposit In order to facilitate the timely transfer of the Escrow Deposit on the Closing Date, we respectfully request the following wire transfer instructions for receipt of the Escrow Deposit into Account No. 8841-7023-5500: Please note that upon receipt of the confirmed wire instructions from Ashgrove Equity Partners, we will promptly transmit such instructions to the follow

5. Escrow Release Schedule For Ashgrove Equity Partners's reference and for purposes of operational setup and internal calendaring, we provide below a summary of the escrow release mechanics as set forth in the Escrow Agreement: First Release. Fifty percent (50%) of the then-remaining escrow balance shall be released to GDT (Seller) on the date that is twelve (12) months after the Closing Date — that is, on or about

6. Investment of Escrowed Funds Pursuant to Section 4.2 of the Escrow Agreement, the escrowed funds shall be invested in "Permitted Investments" as defined therein. As set forth in the Escrow Agreement, Permitted Investments generally include: (i) direct obligations of, or obligations guaranteed by, the United States of America with maturities of ninety (90) days or less; (ii) money market funds that invest exclusive

7. Claim Procedures — Overview For ease of reference, we briefly summarize the claim procedures under the Escrow Agreement. Any indemnification claim against the escrow must be submitted by the claiming party (anticipated to be Buyer, as the party entitled to indemnification under Article IX of the APA) via written notice delivered to both the Escrow Agent and the non-claiming party. Such written notice must specify

8. Escrow Agent Fees We acknowledge that escrow agent fees payable to Ashgrove Equity Partners will be paid in accordance with the fee schedule attached as Exhibit B to the Escrow Agreement. As set forth in the Escrow Agreement, all escrow agent fees, including the initial acceptance fee, annual administration fees, and any extraordinary fees for services outside the scope of Ashgrove Equity Partners's standard escro

9. Key Contact Information For purposes of all notices, communications, and instructions under the Escrow Agreement, the primary contacts for each party are as follows: For Seller (Genome Dx Therapeutics Inc.): Rebecca Chiang, General Counsel Genome Dx Therapeutics Inc. 10250 Science Center Drive, Suite 600 San Diego, California 92121 Telephone: (858) 555-3100 Email: rchiang@genomedx.com With a copy to (which shall n

10. Confirmation Requests In light of the anticipated Closing Date of August 8, 2023, we respectfully request the following items in writing (email confirmation to the undersigned is acceptable) by the close of business on August 7, 2023:

1. Receipt of the enclosed fully executed Escrow Agreement (two counterpart originals);

2. Confirmed wire transfer instructions for Ashgrove Equity Partners Escrow Account No. 8841-7023-5500, including the depository bank name and ABA routing number;

3. Readiness to receive the Escrow Deposit in the amount of Fourteen Million Dollars ($14,000,000) on August 8, 2023;

4. The default investment vehicle for the escrowed funds; and

5. Whether any additional documentation, information, tax identification forms, or other materials are required by Ashgrove Equity Partners to effectuate the escrow arrangements described herein and in the Escrow Agreement. Prompt confirmation of the foregoing items will enable us to finalize the Closing Funds Flow Memorandum and to ensure that all parties and their financial institutions are fully prepared for the C

11. Closing The closing of the OncuPath™ asset divestiture transaction is expected to occur on August 8, 2023. We greatly appreciate Ashgrove Equity Partners's cooperation and prompt attention to the matters set forth in this letter. The parties have worked diligently to bring this transaction to closing, and the timely establishment and funding of the escrow is an essential component of the closing mechanics. Should

1. Escrow Agreement (two (2) fully executed counterpart originals) dated May 11, 2023, among Genome Dx Therapeutics Inc., Meridian Precision Diagnostics, Inc., and Ashgrove Equity Partners Escrow Services, Inc. cc: (via email) James Prentice, Esq., Calderwood & Harkness LLP Sandra Tung, Esq., Calderwood & Harkness LLP Rebecca Chiang, General Counsel, Genome Dx Therapeutics Inc. Martin Kowalski, Chief Financial Office