Contract analysis

1. No Admission of Materiality. The inclusion of any item, matter, or information in these Disclosure Schedules does not constitute an admission by Seller that such item, matter, or information is material, constitutes a breach or violation of any representation, warranty, covenant, or obligation of Seller under the Agreement, or would give rise to a claim for indemnification or any other remedy under the Agreement.

2. Cross-Reference and Deemed Disclosure. Information disclosed in any one Schedule of these Disclosure Schedules shall be deemed to be disclosed and incorporated by reference in all other Schedules of these Disclosure Schedules, whether or not a specific cross-reference is made, to the extent that the relevance of such disclosure to such other Schedules is reasonably apparent on the face of such disclosure. The mere

3. Headings. All headings and section references contained in these Disclosure Schedules are for convenience of reference only, do not form a part of these Disclosure Schedules, and shall not affect in any way the meaning, construction, or interpretation of any provision of these Disclosure Schedules.

4. De Minimis Threshold. Except where specifically noted otherwise, dollar thresholds for the listing of items in these Disclosure Schedules correspond to the de minimis threshold of Seventy-Five Thousand Dollars ($75,000) per claim as set forth in the indemnification provisions of Article IX of the Agreement. Items below such threshold are not individually listed but may be included in aggregate figures where approp

5. Data Room. Documents, agreements, instruments, and other materials referenced in these Disclosure Schedules were made available to Buyer, Buyer's counsel, and Buyer's other advisors in the electronic virtual data room established and maintained by Westvale Software (the "Data Room"), which was opened on March 6, 2023, and which remains accessible as of the date hereof. All references to documents in these Disclosu

6. Dates and Currency. Unless otherwise indicated, all dates referenced in these Disclosure Schedules are calendar dates, all dollar amounts are in United States Dollars, and all financial information is presented in accordance with generally accepted accounting principles ("GAAP") as applied consistently with the audited carve-out financial statements referenced in Schedule 3.4. SCHEDULE 1.1 — PURCHASED ASSETS Pursu

I. Tangible Personal Property, Equipment, Laboratory Instruments, and Supplies All tangible personal property, equipment, laboratory instruments, furniture, fixtures, supplies, tools, spare parts, and other tangible assets owned by Seller and exclusively used or held for use in the OncuPath Business, including all such items located at the following facilities: (a) OncuPath Reference Laboratory and R&D Facility — 482

II. Inventory All inventory of the OncuPath Business, wherever located, including all finished goods, work-in-process, raw materials, reagents, consumables, packaging materials, labels, and shipping supplies, in each case as existing on the Closing Date. A summary of OncuPath Business inventory as of April 30, 2023, is set forth in Data Room folder 2.4.1. The final inventory count shall be taken in accordance with th

III. Intellectual Property All intellectual Property exclusively related to the OncuPath Business, including all patents, patent applications, trademarks, trademark registrations, copyrights, trade secrets, know-how, proprietary formulations, standard operating procedures, and other intangible property rights, as more fully described in Schedule 3.10 hereof.

IV. Assumed Contracts All right, title, and interest of Seller in, to, and under the Assumed Contracts, as more fully described in Schedule 1.3 and Schedule 3.7 hereof.

V. Regulatory Filings, Clearances, and Approvals All regulatory filings, clearances, approvals, registrations, certifications, and permits exclusively related to the OncuPath Business, including all FDA 510(k) clearances, PMA supplements, CLIA certifications, state laboratory licenses, and FDA establishment registrations, as more fully described in Schedule 3.9 hereof, to the extent transferable under applicable Law.

VI. Books and Records All books, records, files, documents, correspondence, manuals, reports, studies, and other written or electronic materials exclusively related to the OncuPath Business, including customer files, supplier files, clinical validation data, quality system records, batch records, regulatory correspondence files, laboratory notebooks, and standard operating procedures. Seller shall retain copies of su

VII. Goodwill All goodwill associated with the OncuPath Business, including customer relationships, referral relationships, and the going-concern value of the OncuPath Business.

VIII. Permits and Licenses All permits, licenses, certifications, registrations, authorizations, and approvals issued by any Governmental Authority that are exclusively related to the OncuPath Business, to the extent transferable under applicable Law, as more fully described in Schedule 3.9 hereof.

IX. Leasehold Interests (a) The leasehold interest of Seller in the OncuPath Reference Laboratory and R&D Facility located at 4820 Towne Centre Drive, Suite 200, San Diego, California 92121, pursuant to that certain Lease Agreement between Towne Centre Properties LLC, as landlord, and Genome Dx Therapeutics Inc., as tenant, as amended from time to time (the "Towne Centre Lease"). Consent of the landlord to the assign

1. GenoStrat™ Liquid Biopsy Platform. The GenoStrat™ liquid biopsy platform and all assets, properties, intellectual Property, contracts, permits, licenses, regulatory approvals, and other rights related thereto, including all tangible personal property, equipment, inventory, and supplies used exclusively in the GenoStrat™ business, regardless of location.

2. Other Retained Businesses. All other retained GDT businesses, product lines, and operations other than the OncuPath Business, including all assets, properties, and rights related thereto.

3. Cash and Cash Equivalents. All corporate-level cash and cash equivalents of Seller, including all bank accounts, money market accounts, certificates of deposit, short-term investments, and similar liquid assets, wherever located.

4. Tax Refunds. All rights to receive tax refunds, credits, or overpayments attributable to Pre-Closing Tax Periods or the portion of any Straddle Period ending on the Closing Date, whether received before or after the Closing Date, and regardless of whether such refunds, credits, or overpayments relate to the OncuPath Business.

5. Seller's Corporate Name and Retained Trademarks. GDT's corporate name, "Genome Dx Therapeutics," all trademarks incorporating the "Genome Dx" or "GDT" names or marks, the GenoStrat™ trademark and brand family, and all other trademarks, service marks, trade names, and brand identifiers of Seller that are outside the OncuPath brand family. The trademarks included in the Purchased Assets are limited to those identifi

6. Corporate Headquarters. The corporate headquarters facility of Seller located at 10250 Science Center Drive, Suite 600, San Diego, California 92121, and all furniture, fixtures, equipment, and other tangible personal property located therein that are not exclusively used in the OncuPath Business.

7. Corporate-Level Insurance Policies. All insurance policies maintained by Seller at the corporate level, including general liability, directors and officers liability, employment practices liability, and umbrella/excess policies, except to the extent that any specific policies or coverages are expressly identified as Assumed Contracts in Schedule 1.3.

8. Rights Under Transaction Documents. All rights of Seller under the Agreement, the Escrow Agreement, the Transition Services Agreement, and any other Ancillary Agreement entered into in connection with the transactions contemplated by the Agreement.

9. Employee Benefit Plans. All employee benefit plans, programs, policies, and arrangements sponsored, maintained, or contributed to by Seller at the corporate level, including Seller's 401(k) plan, medical, dental, vision, disability, and life insurance plans, and all assets, trusts, and accounts related thereto, except to the extent that any specific benefit plans or arrangements are expressly assumed by Buyer in c

10. Intercompany Receivables. All intercompany receivables, advances, and other amounts owed by any retained business unit of Seller to the OncuPath Business, or by the OncuPath Business to any retained business unit of Seller, all of which shall be settled or eliminated by Seller prior to or at the Closing.

11. Privileged Communications. All attorney-client privileged communications, attorney work product, and similar privileged documents and communications of Seller related to the negotiation and consummation of the transactions contemplated by the Agreement.

12. Minute Books and Stock Records. The corporate minute books, stock transfer records, and corporate seal of Seller. SCHEDULE 1.3 — ASSUMED CONTRACTS Pursuant to Section 1.3 of the Agreement, the following contracts, agreements, leases, and other arrangements are being assigned by Seller and assumed by Buyer at the Closing (collectively, the "Assumed Contracts"):

III. Customer Supply Agreements The following customer supply agreements related to the OncuPath Business are being assigned and assumed by Buyer. A cross-reference to Schedule 3.18(a) is provided for additional detail on customer relationships and revenue attributable to each customer. Additional customer contracts with individual annual values below $75,000 are not individually listed but are included in the Purcha

IV. Supplier and Vendor Agreements Additional supplier contracts with individual annual values below $75,000 are not individually listed but are included in the Purchased Assets.

VII. Employment Offer Letters Employment offer letters have been extended by Meridian to the eighty-three (83) OncuPath Business employees identified in Schedule 3.13(a). As of the date hereof, seventy-eight (78) of such employees have accepted offers and will transfer at Closing. Five (5) employees have declined offers and their employment will remain with GDT. All offer letters are in the form approved by the parti

1. Post-Closing Trade Payables. All trade accounts payable and accrued expenses of the OncuPath Business arising in the ordinary course of business on or after the Closing Date, to the extent reflected in the Closing Net Working Capital calculation.

2. Obligations Under Assumed Contracts. All obligations and liabilities of Seller arising under the Assumed Contracts (as listed in Schedule 1.3) that arise or are required to be performed on or after the Closing Date, but excluding any liability arising from any breach of, or default under, any such Assumed Contract occurring prior to the Closing Date.

3. Post-Closing Product Warranty Claims. All product warranty claims and obligations relating to OncuPath assay products shipped or services performed on or after the Closing Date, including all obligations under the standard OncuPath product warranty terms described in Schedule 3.19.

4. Post-Closing Lease Obligations. All obligations arising under the Towne Centre Lease and the Carlsbad Sublease from and after the Closing Date.

5. Post-Closing Employment Obligations. All compensation, benefits, and employment-related obligations owed to the Transferred Employees arising on or after the Closing Date. SCHEDULE 1.5 — EXCLUDED LIABILITIES Pursuant to Section 1.5 of the Agreement, the following liabilities and obligations are excluded from the Assumed Liabilities and shall be retained by Seller (collectively, the "Excluded Liabilities"):

1. Pre-Closing Liabilities. All liabilities and obligations of Seller of any kind or nature, whether known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, arising out of or relating to the OncuPath Business or the Purchased Assets to the extent arising out of acts, events, conditions, or circumstances occurring or existing prior to the Closing Date, except t

2. Pending Litigation. Any litigation, arbitration, mediation, governmental investigation, proceeding, or other dispute pending as of the Closing Date, including all matters disclosed in Schedule 3.8 hereof, and any liabilities arising therefrom.

3. Non-Transferred Employee Obligations. All obligations and liabilities with respect to current or former employees of Seller who are not Transferred Employees, including all compensation, severance, benefits, pension, retirement, deferred compensation, and similar obligations, and any liability arising under any employee benefit plan sponsored, maintained, or contributed to by Seller at the corporate level.

4. Environmental Liabilities at Non-Conveyed Facilities. All environmental liabilities, obligations, and claims arising out of or relating to GDT facilities not conveyed to Buyer, including the corporate headquarters at 10250 Science Center Drive, Suite 600, San Diego, California 92121, and any other GDT facility not included in the Purchased Assets.

5. Intercompany Obligations. All intercompany obligations, receivables, payables, advances, allocations, and other amounts arising between the OncuPath Business and GDT's retained businesses, all of which shall be settled or eliminated by Seller prior to or at the Closing.

6. Pre-Closing Tax Liabilities. All liabilities for Taxes arising out of or relating to the OncuPath Business or the Purchased Assets for any Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date, including all income taxes, employment taxes, sales and use taxes, and property taxes attributable to periods ending on or before the Closing Date.

7. Product Liability — Pre-Closing. All product liability, product warranty, and recall obligations relating to OncuPath assay products shipped or services performed prior to the Closing Date.

8. Indebtedness. All indebtedness of Seller for borrowed money, including principal, interest, fees, premiums, penalties, and breakage costs.

9. Transaction Expenses. All fees, costs, and expenses incurred by Seller in connection with the negotiation, execution, and consummation of the transactions contemplated by the Agreement, including legal fees, financial advisory fees, accounting fees, and all other professional fees. SCHEDULE 3.1 — ORGANIZATION AND GOOD STANDING Pursuant to Section 3.1 of the Agreement, the following information is disclosed with re

I. Board Authorization The Board of Directors of Genome Dx Therapeutics Inc. duly authorized and approved the execution, delivery, and performance by Seller of the Agreement and the Ancillary Agreements and the consummation of the transactions contemplated thereby at a meeting of the Board of Directors held on May 8, 2023. The resolutions adopted by the Board of Directors at such meeting are contained in Data Room fo

II. Stockholder Approval No stockholder vote or approval is required for the consummation of the transactions contemplated by the Agreement. The sale of the Purchased Assets does not constitute a sale, lease, or exchange of all or substantially all of the assets of Seller within the meaning of Section 271 of the Delaware General Corporation Law. For the twelve months ended December 31, 2022, the OncuPath Business con

III. Equity Sponsor Pinnacle Biosciences Partners Fund III, L.P., a Delaware limited partnership (EIN: 83-1726450), holds approximately 68.4% of the issued and outstanding shares of common stock of Seller as of the date hereof. The general partner of Pinnacle Biosciences Partners Fund III, L.P. is Pinnacle Biosciences Partners GP III, LLC, a Delaware limited liability company. The Managing Partners of Pinnacle Biosci

IV. Consents and Conflicts The execution, delivery, and performance of the Agreement by Seller, and the consummation of the transactions contemplated thereby, do not and will not: (a) violate or conflict with the Certificate of Incorporation or Bylaws of Seller; (b) violate or conflict with any applicable Law; or (c) result in a breach of, or constitute a default under, or require the consent of any third party under

I. Audited Carve-Out Financial Statements Audited carve-out financial statements of the OncuPath Business have been prepared by Haverford & Lane LLP, independent registered public accounting firm (engagement partner: Douglas Crane, CPA), for the fiscal years ended December 31, 2022, December 31, 2021, and December 31, 2020 (collectively, the "Financial Statements"). The Financial Statements are contained in Data Room

III. Net Working Capital The Target Net Working Capital of the OncuPath Business is Six Million Eight Hundred Thousand Dollars ($6,800,000), calculated in accordance with the methodology set forth in Exhibit A to the Agreement (the "NWC Methodology"). The NWC adjustment collar is plus or minus Three Hundred Fifty Thousand Dollars (±$350,000), meaning that no adjustment to the Purchase Price shall be made if the Closi

IV. Undisclosed Liabilities Except as set forth in these Disclosure Schedules, to the Knowledge of Seller, there are no material undisclosed liabilities of the OncuPath Business other than: (a) liabilities reflected or reserved against on the audited carve-out balance sheet of the OncuPath Business as of December 31, 2022; (b) liabilities incurred in the ordinary course of business since December 31, 2022, consistent

1. OncuPath-HER3™ PMA Supplement. On January 30, 2023, Seller submitted a premarket approval ("PMA") supplement to the U.S. Food and Drug Administration for the OncuPath-HER3™ companion diagnostic assay (PMA Supplement No. P230014). As of the date hereof, a Prescription Drug User Fee Act ("PDUFA") target action date has not yet been assigned by the FDA. The submission is in the ordinary course of Seller's regulatory

2. Ordinary Course Inventory Fluctuations. Normal course fluctuations in inventory levels of finished goods, work-in-process, and raw materials have occurred since the Balance Sheet Date, consistent with seasonal demand patterns and historical operating practices. No material write-downs of inventory have been taken or are anticipated.

3. No Material Adverse Effect. Except as disclosed herein, since the Balance Sheet Date, Seller has conducted the OncuPath Business in the ordinary course of business, consistent with past practice, and no event, circumstance, change, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the OncuPath Business.

4. No Other Material Changes. Since the Balance Sheet Date, with respect to the OncuPath Business, Seller has not: (a) sold, transferred, assigned, or otherwise disposed of any material assets of the OncuPath Business other than inventory sold in the ordinary course; (b) incurred, assumed, or guaranteed any material indebtedness; (c) made any material capital expenditure or commitment for capital expenditure in exces