Contract analysis

1. Transaction Summary The Transaction is structured as an asset purchase and is governed by that certain Asset Purchase Agreement dated May 11, 2023 (the "APA"), by and between the Seller and the Buyer. A fully executed copy of the APA is enclosed with this letter for your reference. The Seller is Genome Dx Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware, with its prin

2. Policy Terms Confirmation We respectfully request that Apex Mutual confirm, in writing, that Policy No. RWI-2023-07182 is bound and will become effective as of the Closing Date, which is currently anticipated to be August 8, 2023. In particular, we request confirmation of the following key terms of the Policy, which reflect the terms negotiated during the underwriting process and as set forth in the most recent dr

3. Premium Payment Arrangements The total premium for the Policy is Eight Hundred Forty Thousand Dollars ($840,000), calculated as three percent (3%) of the $28,000,000 aggregate policy limit of liability. Pursuant to Section 7.15 of the APA, the premium is to be shared equally between the Seller and the Buyer. The premium allocation is as follows: (a) Seller's Share: Four Hundred Twenty Thousand Dollars ($420,000),

4. Interplay with APA Indemnification Provisions For Apex Mutual's reference, and in order to provide a complete picture of the indemnification framework within which the Policy operates, we set forth below a brief summary of the key indemnification provisions of the APA as they relate to the Policy: Indemnification Cap. The Seller's aggregate indemnification obligations under the APA for breaches of general represen

5. Closing Deliverables and Coordination In connection with the binding and effectiveness of the Policy, we respectfully request that Apex Mutual provide the following deliverables at or prior to the Closing: (a) A binder or binding confirmation letter, executed by an authorized representative of Apex Mutual, confirming that the Policy is bound and that coverage will be effective as of the Closing Date. To the extent

6. Contact Information All communications regarding this matter, including delivery of the binding confirmation, the final executed Policy, wire transfer instructions, and any other correspondence related to Policy No. RWI-2023-07182, should be directed to the following: James Prentice, Partner Calderwood & Harkness LLP 555 South Hope Street, Suite 4400 Los Angeles, CA 90071 Telephone: (213) 555-8210 Email: jprentice

1. Asset Purchase Agreement (Execution Version), dated May 11, 2023, by and between Genome Dx Therapeutics Inc. and Meridian Precision Diagnostics, Inc.

2. Disclosure Schedules to the Asset Purchase Agreement, dated May 11, 2023

3. Draft Closing Funds Flow Memorandum (reflecting R&W insurance premium wire instructions)