Contract analysis

I. Indemnification Cap Buyer's markup proposes increasing the indemnification cap from twenty percent (20%) to thirty percent (30%) of the Total Consideration — that is, from Twenty-Eight Million Dollars ($28,000,000) to Forty-Two Million Dollars ($42,000,000). Seller respectfully declines this proposal. The Seller's position is that the twenty percent (20%) cap ($28,000,000) set forth in the initial draft is appropr

II. Indemnification Basket and De Minimis Threshold Basket Structure. Buyer's markup proposes a true first-dollar (dollar-one) deductible basket of One Million Four Hundred Thousand Dollars ($1,400,000), representing one percent (1%) of the Total Consideration. Under this formulation, once aggregate qualifying losses exceed the basket amount, the Buyer would recover all losses from the first dollar, including those c

III. Survival Period General Representations and Warranties. Buyer's markup proposes extending the general survival period for representations and warranties from eighteen (18) months to twenty-four (24) months following the Closing Date. The Seller's position is that an eighteen (18) month survival period is appropriate for the general representations and warranties. Assuming an anticipated Closing Date of August 8,

IV. Escrow Mechanics The parties have reached agreement on the escrow amount: Fourteen Million Dollars ($14,000,000), representing ten percent (10%) of the Total Consideration, to be deposited into an escrow account held by Ashgrove Equity Partners Escrow Services, Inc. (Account No. 8841-7023-5500) at the Closing. The terms of the escrow are expected to be set forth in a separate Escrow Agreement among the Buyer, the

V. Earnout — Milestone Definitions The APA contemplates an earnout of up to Fourteen Million Dollars ($14,000,000) — representing ten percent (10%) of the Total Consideration — payable upon achievement of two clinical and regulatory milestones within the thirty-six (36) month Earnout Period following the Closing Date. The parties' positions on the milestone definitions are as follows: Milestone 1 — FDA Clearance/Appr

VI. Earnout — Commercially Reasonable Efforts Standard Buyer's markup proposes replacing the "commercially reasonable efforts" standard in the initial draft with a "reasonable best efforts" standard to describe the Buyer's obligation to pursue the earnout milestones during the Earnout Period. The Seller rejects this change. "Commercially reasonable efforts" is the well-established and widely understood standard in th

VII. Non-Competition and Non-Solicitation Scope A. Non-Competition Covenant Buyer's markup proposes that GDT be subject to a five (5) year worldwide non-competition covenant covering all diagnostics, without limitation to the companion diagnostics field. The Seller rejects both the duration and the scope of this proposal. The Seller's position is as follows: Duration. The non-competition period should be limited to t

VIII. Representations and Warranties Insurance — Coordination Both parties have agreed in principle to a buyer-side representations and warranties insurance policy to be issued by Apex Mutual Insurance Company (Policy No. RWI-2023-07182). The principal terms of the policy, as currently contemplated, are as follows: • Policy Limit: Twenty-Eight Million Dollars ($28,000,000), matching the indemnification cap. • Retenti

IX. Working Capital Adjustment The parties have agreed on a target Net Working Capital ("NWC") for the OncuPath Business of Six Million Eight Hundred Thousand Dollars ($6,800,000), with a collar of plus or minus Three Hundred Fifty Thousand Dollars ($350,000). No adjustment to the purchase price will be required if the final NWC falls within the range of $6,450,000 to $7,150,000. Preparation of Closing Balance Sheet.

X. Purchase Price Allocation The parties agree that the allocation of the purchase price among the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder, shall be prepared and agreed upon within one hundred twenty (120) days following the Closing Date — i.e., by December 6, 2023, assuming an August 8, 2023 Closing Date. The Seller has p

XI. Intellectual Property — Scope and Warranties Non-Infringement Representation. Buyer's markup proposes expanding the Seller's intellectual property representations to include an unqualified warranty of non-infringement and freedom-to-operate with respect to all transferred OncuPath intellectual property, which includes fourteen (14) issued United States patents, seven (7) pending patent applications, and three (3)

XII. Regulatory Matters The Seller confirms the following regulatory assets will transfer to the Buyer as Purchased Assets at the Closing: • Three (3) FDA-cleared 510(k) assays in the OncuPath portfolio, bearing 510(k) clearance numbers K201847, K193215, and K210562; • The pending PMA supplement for OncuPath-HER3™ (P230014), submitted to the FDA on January 30, 2023; and • All related regulatory files, submissions, co

XIII. Transferred Employees Buyer's markup proposes that the Seller bear all costs associated with the transfer of OncuPath employees to the Buyer, including accrued paid time off ("PTO"), severance payments for employees who decline Buyer's offers of employment, and COBRA continuation coverage costs for all transitioning employees. The Seller's position is as follows: Buyer's Costs. The Buyer will bear all costs ass

XIV. Miscellaneous Open Points A. Outside Date for Closing Buyer's markup proposes granting the Buyer a unilateral right to terminate the APA if the Closing has not occurred by July 15, 2023. The Seller rejects this proposal as unduly aggressive in light of the regulatory and consent timelines applicable to this transaction. The Seller counter-proposes an outside date of September 15, 2023. This later date is necessa

XV. Next Steps and Process In order to maintain the transaction timeline and progress toward a definitive agreement, the Seller proposes the following next steps:

1. Deal Team Call. We propose a conference call among the deal teams during the week of April 17, 2023, to discuss the issues raised in this letter and work toward resolution of the principal open points. Please advise as to your team's availability, and we will coordinate scheduling.

2. Revised APA Draft. We suggest targeting the circulation of a revised APA draft reflecting the agreed positions by early May 2023. To that end, we respectfully request that Buyer's counsel circulate a revised markup reflecting Buyer's responses to the positions set forth in this letter by no later than April 28, 2023.

3. Board Approvals and Execution. The GDT board of directors is tentatively scheduled to meet on May 8, 2023, and we anticipate that approval of the definitive APA will be on the agenda for that meeting. We understand that Meridian's board approval is anticipated shortly thereafter. Subject to resolution of the open points and completion of the board approval processes, we would target execution of the definitive APA

4. Commercial Discussions. We note that Victor Sandoval of Brindoval Partners LLC is available to discuss commercial and valuation-related issues directly with Catherine Liang of Meridian's corporate development team. To the extent that any of the open points discussed herein implicate commercial considerations that are best addressed at the principal level, we would encourage such direct discussions in parallel with