Contract analysis

I. Transmittal of Initial Draft APA On behalf of our client, Genome Dx Therapeutics Inc. ("GDT" or "Seller"), Calderwood & Harkness LLP is pleased to transmit the enclosed initial draft of the Asset Purchase Agreement (the "Agreement" or "APA") by and between GDT, as Seller, and Meridian Precision Diagnostics, Inc. ("Meridian" or "Buyer"), for the purchase and sale of substantially all of the assets constituting GDT'

II. Overview of Transaction Structure We set forth below a summary of the principal structural elements of the transaction as reflected in the enclosed draft APA, for the convenience of your review. Form of Transaction. The transaction is structured as a purchase and sale of assets, rather than a stock acquisition. The APA is governed by the laws of the State of Delaware, without regard to its conflicts-of-law princi

III. Key Seller-Position Commentary — Purchase Price and Working Capital Adjustment We draw your attention to several provisions in the draft APA on which GDT has taken a considered position, and on which we anticipate substantive discussion during the negotiation process. We address the purchase price and working capital mechanisms first. Closing Cash Payment. The Closing Cash Payment of $126,000,000 represents the

IV. Key Seller-Position Commentary — Earnout Structure The Earnout Payments, representing up to $14,000,000 (approximately 10% of total consideration), are structured around two discrete clinical and regulatory milestones, as follows: Milestone 1 — FDA Clearance/Approval of OncuPath-HER3™. An Earnout Payment of Eight Million Dollars ($8,000,000) shall become payable to GDT upon the achievement of FDA clearance or app

V. Key Seller-Position Commentary — Indemnification and Risk Allocation The indemnification provisions in the enclosed draft APA have been carefully crafted to allocate risk in a manner that GDT believes is fair, balanced, and consistent with prevailing market terms for transactions of this size and type in the biotech diagnostics sector. We highlight the following key provisions: Indemnification Cap. Seller's aggreg

VI. Key Seller-Position Commentary — Non-Competition and Non-Solicitation The enclosed draft includes a form of Non-Competition and Non-Solicitation Agreement to be entered into by GDT at the Closing, the material terms of which are as follows: Non-Competition Covenant. GDT proposes a post-Closing non-competition period of three (3) years within the United States, during which GDT will refrain from engaging, directly

VII. Key Seller-Position Commentary — Closing Conditions and Regulatory Approvals The draft APA sets forth customary conditions to the obligations of each party to consummate the Closing, as summarized below. HSR Act Filing. Because the transaction value exceeds the applicable size-of-transaction threshold under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the applicable i

VIII. Other Notable Provisions We briefly note several additional provisions in the draft APA that may be of interest to your review: Tax Structuring. The asset purchase structure provides Buyer with a step-up in tax basis in the Purchased Assets, which is typically favorable from a Buyer's perspective. As noted in Section III above, the parties are required to agree upon a purchase price allocation under Section 106

IX. Enclosed Documents For your convenience, the following is a complete list of the documents transmitted herewith:

1. Asset Purchase Agreement (Initial Draft), including all articles and exhibit placeholders;

2. Earnout Agreement (Exhibit A to the APA);

3. Form of Bill of Sale (Exhibit B);

4. Form of Assignment and Assumption Agreement (Exhibit C);

5. Form of intellectual Property Assignment Agreement (Exhibit D);

6. Form of Escrow Agreement (Exhibit E) — with Ashgrove Equity Partners Escrow Services, Inc. designated as Escrow Agent;

7. Form of Transition Services Agreement (Exhibit F);

8. Form of Non-Competition and Non-Solicitation Agreement (Exhibit G);

9. Form of Seller's Closing Certificate (Exhibit H);

10. Form of Secretary's Certificate (Exhibit I); and

11. Form of FIRPTA Certificate (Exhibit J). Please note that the Disclosure Schedules to the APA are not included with this initial draft transmittal. GDT is in the process of compiling and finalizing the Disclosure Schedules based on its ongoing internal diligence review, and we expect to deliver the initial draft of the Disclosure Schedules in a subsequent package within approximately two to three weeks of the date

X. Process and Next Steps As noted above, we respectfully request that Whitfield Sayer & Gregg provide its markup of the APA and comments on the ancillary documents by approximately April 10, 2023. This timeline will allow for at least two rounds of substantive negotiation before the parties' respective board meetings, which we understand are currently being scheduled as follows: • GDT Board Approval: Targeted for ea

XI. Confidentiality Reminder We remind you that all materials transmitted in connection with this letter, including the draft APA and all ancillary documents, are subject to the confidentiality and non-disclosure provisions set forth in Section 8 of the LOI executed by GDT and Meridian on February 24, 2023. In addition, all materials are subject to the virtual data room access protocols and confidentiality undertakin