Contract analysis

Section 1 — Consent 1.1 Grant of Consent. Subject to the terms and conditions of this Consent, Landlord hereby consents to the Assignment of the Lease from Genome Dx Therapeutics Inc. (Assignor) to Meridian Precision Diagnostics, Inc. (Assignee), effective as of the closing date of the transactions contemplated by the Purchase Agreement (the "Effective Date"), which the Parties anticipate will occur on or about Augus

Section 2 — Conditions to Consent 2.1 Conditions Precedent. Landlord's consent to the Assignment as set forth in Section 1 above is expressly conditioned upon the satisfaction of each of the following conditions precedent on or before the Effective Date: (a) Closing of Purchase Agreement. The closing of the transactions contemplated by the Purchase Agreement shall have occurred, and Assignor shall have delivered to L

Section 3 — Assignor's Continuing Liability 3.1 Pre-Effective Date Obligations. Notwithstanding this Consent and the Assignment, Genome Dx Therapeutics Inc. shall remain fully liable to Landlord for all obligations of Tenant under the Lease that accrued prior to the Effective Date, including, without limitation, any unpaid base rent, additional rent, operating expense reconciliation amounts, common area maintenance c

Section 4 — Assignee's Assumption of Lease Obligations 4.1 Assumption. From and after the Effective Date, Meridian Precision Diagnostics, Inc. (Assignee) shall be bound by and shall faithfully observe and perform all terms, covenants, conditions, and obligations of the Tenant under the Lease, including, without limitation, the timely payment of base rent, additional rent, and all other charges, fees, and amounts due

Section 5 — No Modification of Lease 5.1 Lease in Full Force and Effect. Except as expressly set forth in this Consent, the Lease shall remain in full force and effect and is hereby ratified and confirmed in all respects by each of the Parties. The Parties acknowledge that, as of the date hereof, the Lease is a valid, binding, and enforceable agreement among the parties thereto. 5.2 No Amendment. Nothing in this Cons

Section 6 — Security Deposit 6.1 Retention and Transfer of Benefit. Any security deposit held by Landlord under the Lease as of the Effective Date shall be retained by Landlord and shall continue to be held in accordance with the terms and conditions of the Lease. From and after the Effective Date, such security deposit shall be held for the benefit of, and credited to, Assignee as the successor Tenant under the Leas

Section 7 — Insurance 7.1 Insurance Requirements. From and after the Effective Date, Assignee shall maintain all insurance coverages required under the Lease, including, without limitation, commercial general liability insurance, property insurance, workers' compensation insurance, and any other coverages specified in the Lease, in the amounts and with the carriers required thereunder. 7.2 Additional Insured Status.

Section 8 — Notices 8.1 Notices to Landlord. All notices, requests, demands, and other communications to Landlord under the Lease shall continue to be directed to Landlord at the following address, or at such other address as Landlord may designate in writing from time to time in accordance with the notice provisions of the Lease: Towne Centre Properties LLC c/o Pacific Gateway Realty Advisors 4350 La Jolla Village D

Section 9 — Representations of Assignee 9.1 Assignee hereby represents and warrants to Landlord as of the date hereof and as of the Effective Date as follows: (a) Organization and Good Standing. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified and authorized to transact business in the State of California. (b) Corporate Power and

Section 10 — Representations of Assignor 10.1 Assignor hereby represents and warrants to Landlord as of the date hereof and as of the Effective Date as follows: (a) No Default by Assignor. Assignor is not in default under any term, covenant, condition, or provision of the Lease as of the date hereof, and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default

Section 11 — Costs and Expenses 11.1 Reimbursement. Assignor and Assignee shall jointly and severally reimburse Landlord, within fifteen (15) days following Landlord's written demand therefor, for all reasonable, documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Landlord in connection with reviewing the request for consent to the Assi

Section 12 — CLIA Laboratory Operations 12.1 Acknowledgment of Laboratory Use. Landlord acknowledges that the Premises is currently used by Assignor to operate a clinical reference laboratory engaged in the performance of companion diagnostics assays, which laboratory holds a CLIA Certificate of Accreditation issued by the Centers for Medicare & Medicaid Services (CLIA Identification Number: 05D2178493) and is subjec

Section 13 — Governing Law 13.1 This Consent shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California, without giving effect to any choice-of-law or conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Consent shall be subject to the exclusive jurisdiction of t

Section 14 — Counterparts 14.1 This Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) or other electronic imaging technology, shall be deemed original signatures for all purposes and shall be sufficient to

Section 15 — Entire Agreement 15.1 This Consent, together with the Lease and the Assignment and Assumption Agreement executed by Assignor and Assignee in connection with the Assignment, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements, whether

1. Office and Laboratory Lease Agreement dated as of March 14, 2018, by and between Towne Centre Properties LLC, as landlord, and Genome Dx Therapeutics Inc., as tenant, together with all exhibits and schedules thereto.

2. First Amendment to Lease dated as of October 22, 2019, by and between Towne Centre Properties LLC and Genome Dx Therapeutics Inc.

3. Second Amendment to Lease dated as of June 3, 2021, by and between Towne Centre Properties LLC and Genome Dx Therapeutics Inc. The Lease documents listed above are maintained in the files of Landlord and copies thereof have been made available to Assignee. Assignee acknowledges that it has received and reviewed complete copies of all Lease documents listed above and is familiar with the terms and conditions thereo