1013-00006 · Client 1013 · Closing

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SECRETARY'S CERTIFICATE OF GENOME DX THERAPEUTICS INC.

August 8, 2023

This Secretary's Certificate (this "Certificate") is delivered pursuant to Section 7.02(e) of that certain Asset Purchase Agreement, dated as of May 11, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and between Genome Dx Therapeutics Inc., a Delaware corporation (the "Seller" or the "Company"), and Meridian Precision Diagnostics, Inc., a Delaware corporation (the "Buyer"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This Certificate is being delivered as a closing deliverable pursuant to Article VII of the Agreement in connection with the closing of the transactions contemplated thereby (the "Closing"), and certifies as to incumbency and authority of officers, organizational documents, and board authorization of the Company.

Section 1. Identification of Certifying Officer

I, Rebecca Chiang, hereby certify that I am the duly elected, qualified, and acting General Counsel and Secretary of Genome Dx Therapeutics Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal executive offices located at 10250 Science Center Drive, Suite 600, San Diego, California 92121, and having Employer Identification Number 47-3892061. I have served in such capacity continuously since my appointment, and I am authorized to execute and deliver this Certificate on behalf of the Company.

This Certificate is delivered in connection with the Closing of the transactions contemplated by the Asset Purchase Agreement, dated as of May 11, 2023, by and between the Company and Buyer. I have access to the books, records, minute books, and corporate seal of the Company, and the certifications and statements set forth herein are made based upon my personal knowledge and review of such records.

Section 2. Certifications

As the duly elected, qualified, and acting General Counsel and Secretary of the Company, and in connection with the Closing, I hereby certify as follows:

2.1 Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Genome Dx Therapeutics Inc., as originally filed with the Secretary of State of the State of Delaware, together with all amendments, supplements, and restatements thereto through the date hereof (collectively, the "Charter"). The Charter is in full force and effect as of the date hereof and has not been further amended, modified, restated, or supplemented since the date of the last amendment attached thereto as part of Exhibit A. No action has been taken or authorized by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, modify, restate, or repeal any provision of the Charter, and no such amendment, modification, restatement, or repeal is contemplated as of the date hereof.

2.2 Bylaws. Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Genome Dx Therapeutics Inc., as currently in effect, including all amendments, supplements, and modifications thereto through the date hereof (the "Bylaws"). The Bylaws have not been further amended, modified, supplemented, rescinded, or restated since the date of the last amendment reflected therein, and remain in full force and effect as of the date hereof. No action has been taken or authorized by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, modify, supplement, rescind, or repeal any provision of the Bylaws, and no such amendment, modification, supplement, rescission, or repeal is contemplated as of the date hereof.

2.3 Board Resolutions

Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Genome Dx Therapeutics Inc. at a meeting of the Board of Directors duly called and held on May 8, 2023 (the "Board Meeting"), at which a quorum of directors was present in person or by means of remote communication and acting throughout the entirety of such meeting in accordance with the Charter, the Bylaws, and the Delaware General Corporation Law. The Board Meeting was duly noticed in accordance with the Bylaws and applicable law, and all directors entitled to notice thereof received proper notice.

The Resolutions authorize, approve, and ratify the following matters:

(a) the execution, delivery, and performance by the Company of the Asset Purchase Agreement, dated as of May 11, 2023, by and between the Company and Meridian Precision Diagnostics, Inc., providing for the sale of the Purchased Assets (as defined in the Agreement);

(b) the sale, assignment, transfer, conveyance, and delivery of the Purchased Assets constituting the Company's OncuPath™ companion diagnostics assay line (the "OncuPath Business") to Buyer;

(c) the total consideration of One Hundred Forty Million Dollars ($140,000,000.00), comprising One Hundred Twenty-Six Million Dollars ($126,000,000.00) in closing cash consideration and up to Fourteen Million Dollars ($14,000,000.00) in earnout milestone payments, as more particularly described in the Agreement and the Earnout Agreement;

(d) the execution, delivery, and performance of all ancillary agreements, instruments, certificates, and documents contemplated by the Agreement, including without limitation the following: (i) the Bill of Sale; (ii) the Assignment and Assumption Agreement; (iii) the intellectual Property Assignment Agreement; (iv) the Escrow Agreement (with Ashgrove Equity Partners Escrow Services, Inc.); (v) the Transition Services Agreement; (vi) the Earnout Agreement; (vii) the Non-Competition and Non-Solicitation Agreement; and (viii) all closing certificates and deliverables required under the Agreement;

(e) the deposit of Fourteen Million Dollars ($14,000,000.00) into escrow at Ashgrove Equity Partners Escrow Services, Inc. (Account No. 8841-7023-5500) to secure the Company's indemnification obligations under Article IX of the Agreement;

(f) the authorization of any officer of the Company, including Dr. Helena Vasquez, Chief Executive Officer, Martin Kowalski, Chief Financial Officer, and Rebecca Chiang, General Counsel and Secretary, acting singly, to execute and deliver the Agreement and each ancillary document on behalf of the Company, and to take all actions necessary, appropriate, or advisable to consummate the transactions contemplated thereby; and

(g) the authorization of each such officer to execute any amendments, modifications, supplements, or waivers to the Agreement or any ancillary document as such officer deems necessary, desirable, or appropriate, such execution to be conclusive evidence of such officer's approval thereof.

The Resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company, or by any committee thereof, that in any way amend, modify, limit, condition, supersede, conflict with, or restrict the authority granted by the Resolutions attached hereto as Exhibit C, and no proceedings to adopt any such resolutions are pending or contemplated.

2.4 Incumbency of Officers

I hereby further certify that the following persons are the duly elected or appointed, qualified, and acting officers of Genome Dx Therapeutics Inc., holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their respective names are their true and genuine signatures:

Each of the foregoing officers held the office set forth opposite his or her name on May 11, 2023 (the date of execution of the Agreement) and has continued to hold such office without interruption through and including the date hereof, August 8, 2023 (the Closing Date). Each such officer is duly authorized to act on behalf of the Company in the capacity indicated, with full power and authority to execute and deliver the Agreement, the ancillary documents, and all instruments, certificates, and other documents contemplated thereby.

For the avoidance of doubt, Nathaniel Hargrove serves as Chairman of the Board of Directors of the Company (as the designee of Pinnacle Biosciences Partners Fund III, L.P.) and presided over the Board Meeting held on May 8, 2023 at which the Resolutions attached hereto as Exhibit C were duly adopted. Mr. Hargrove does not serve as an officer of the Company.

2.5 Good Standing

I hereby further certify that the Company is validly existing and in good standing under the laws of the State of Delaware, as evidenced by the certificate of good standing most recently obtained from the Secretary of State of the State of Delaware. The Company is duly qualified and authorized to transact business as a foreign corporation in the State of California and is in good standing in such jurisdiction. No proceedings for the dissolution, liquidation, merger, consolidation, winding up, or termination of the corporate existence of the Company have been commenced, are pending, or, to my knowledge, are contemplated, whether voluntarily or involuntarily.

2.6 No Conflict

I hereby further certify that the execution, delivery, and performance by the Company of the Agreement and each of the ancillary documents contemplated thereby, and the consummation of the transactions contemplated thereby, including without limitation the sale, assignment, transfer, conveyance, and delivery of the Purchased Assets to Buyer, do not and will not: (a) violate, conflict with, or result in a breach or default under any provision of the Company's Certificate of Incorporation or Bylaws; (b) violate any resolution adopted by the Board of Directors or any committee thereof; or (c) result in the creation or imposition of any lien, charge, or encumbrance on any of the assets of the Company pursuant to the terms of the Certificate of Incorporation or Bylaws. No consent, approval, or authorization of, or filing or registration with, any corporate body of the Company is required in connection with the execution, delivery, and performance of the Agreement and the ancillary documents and the consummation of the transactions contemplated thereby that has not been duly obtained or made.

Section 3. Reliance

This Certificate is being delivered to Buyer in connection with the Closing of the transactions contemplated by the Agreement. Buyer and its counsel, and any title company, escrow agent, insurer, or other Person entitled to rely thereon pursuant to the terms of the Agreement, are entitled to rely upon the certifications, representations, and statements contained herein as though each such certification, representation, and statement were made directly to such Person. This Certificate shall inure to the benefit of Buyer and its successors and permitted assigns.

Section 4. Execution

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.

GENOME DX THERAPEUTICS INC.

By: ________

Name: Rebecca Chiang

Title: General Counsel and Secretary

Date: August 8, 2023

Section 5. Confirmation of Incumbency (Counter-Certification)

I, Martin Kowalski, hereby certify that I am the duly elected, qualified, and acting Chief Financial Officer of Genome Dx Therapeutics Inc. I have personal knowledge of the identity and authority of Rebecca Chiang, and I hereby confirm that Rebecca Chiang is the duly elected, qualified, and acting General Counsel and Secretary of Genome Dx Therapeutics Inc. and has been duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company. I further confirm that the signature of Rebecca Chiang appearing above is her true and genuine signature. Ms. Chiang held the office of General Counsel and Secretary on May 11, 2023 and continues to hold such office as of the date hereof.

GENOME DX THERAPEUTICS INC.

By: ________

Name: Martin Kowalski

Title: Chief Financial Officer

Date: August 8, 2023

EXHIBIT A

Certificate of Incorporation

[Attached hereto — Certificate of Incorporation of Genome Dx Therapeutics Inc., as filed with the Secretary of State of the State of Delaware pursuant to the Delaware General Corporation Law, together with all amendments, supplements, and restatements thereto through the date hereof]

The Certificate of Incorporation, together with all amendments thereto, as attached to this Exhibit A, constitutes the complete and current charter document of Genome Dx Therapeutics Inc., a corporation organized under the Delaware General Corporation Law.

EXHIBIT B

Bylaws

[Attached hereto — Bylaws of Genome Dx Therapeutics Inc., as currently in effect, including all amendments, supplements, and modifications thereto through the date hereof]

The Bylaws, together with all amendments thereto, as attached to this Exhibit B, constitute the complete and current bylaws of Genome Dx Therapeutics Inc.

EXHIBIT C

Resolutions of the Board of Directors of Genome Dx Therapeutics Inc.

Adopted May 8, 2023

The following resolutions were duly adopted by the Board of Directors of Genome Dx Therapeutics Inc. (the "Company") at a meeting of the Board of Directors duly called and held on May 8, 2023 (the "Meeting"), at which a quorum of directors was present and acting throughout, in accordance with the Certificate of Incorporation, the Bylaws of the Company, and the Delaware General Corporation Law.

Recitals. WHEREAS, the Meeting was duly called and held on May 8, 2023, with Nathaniel Hargrove, Chairman of the Board of Directors (designee of Pinnacle Biosciences Partners Fund III, L.P.), presiding;

WHEREAS, a quorum of the Board of Directors was present in person or by means of remote communication throughout the entirety of the Meeting, and all actions taken at the Meeting were taken by the affirmative vote of a majority of the directors present;

WHEREAS, the Board of Directors considered the proposed sale and disposition of the Company's OncuPath™ companion diagnostics assay line (the "OncuPath Business"), including the assets, properties, and rights associated therewith, to Meridian Precision Diagnostics, Inc., a Delaware corporation ("Buyer"), pursuant to the terms and conditions of a proposed Asset Purchase Agreement (the "Agreement");

WHEREAS, the Board of Directors received and reviewed a detailed presentation by Brindoval Partners LLC, the Company's financial advisor (Victor Sandoval, Managing Director, presenting), regarding the proposed transaction, including a comprehensive valuation analysis of the OncuPath Business, a review of comparable transactions in the molecular diagnostics and companion diagnostics sectors, an assessment of market conditions, and an analysis of strategic alternatives available to the Company with respect to the OncuPath Business;

WHEREAS, the Board of Directors reviewed the terms and conditions of the proposed Agreement and all ancillary documents related thereto as presented by the Company's outside legal counsel, Calderwood & Harkness LLP (James Prentice, Responsible Partner), including a summary of the key terms, a discussion of the material risk factors, a review of the representations, warranties, covenants, indemnification provisions, and closing conditions contained in the Agreement, and an analysis of the regulatory filings and approvals required to consummate the proposed transaction;

WHEREAS, the Board of Directors noted that the OncuPath™ companion diagnostics line contributed revenue of Forty-Seven Million Six Hundred Thousand Dollars ($47,600,000) in the Company's fiscal year ended December 31, 2022, against total Company revenue of Three Hundred Twelve Million Dollars ($312,000,000) for the same period, representing approximately 15.3% of total Company revenue;

WHEREAS, the Board of Directors determined that the divestiture of the OncuPath Business is consistent with and furthers the Company's long-term strategic plan to focus its resources, capital, and operational capabilities on its core GenoStrat™ liquid biopsy platform, and that the proposed transaction represents an attractive valuation and favorable terms for the Company and its stockholders;

WHEREAS, the Board of Directors noted that Pinnacle Biosciences Partners Fund III, L.P. holds approximately 68.4% of the outstanding shares of common stock of the Company and, through its designee on the Board, has indicated its support for the proposed transaction; and

WHEREAS, after careful deliberation and consideration of all relevant factors, the Board of Directors has determined that it is in the best interests of the Company and its stockholders to approve the Agreement and the transactions contemplated thereby, on the terms and subject to the conditions set forth therein.

Operative Resolutions. NOW, THEREFORE, BE IT:

RESOLVED, that the Asset Purchase Agreement, substantially in the form presented to the Board of Directors at this Meeting, by and between the Company, as Seller, and Meridian Precision Diagnostics, Inc., as Buyer, providing for the sale, assignment, transfer, conveyance, and delivery of the Purchased Assets of the OncuPath Business to Buyer for total consideration of One Hundred Forty Million Dollars ($140,000,000.00), be, and hereby is, in all respects approved, adopted, and authorized, and the transactions contemplated thereby are hereby ratified and confirmed;

RESOLVED FURTHER, that the terms of the consideration to be received by the Company under the Agreement, including (a) One Hundred Twenty-Six Million Dollars ($126,000,000.00) in closing cash consideration payable at Closing and (b) an earnout of up to Fourteen Million Dollars ($14,000,000.00), consisting of (i) Milestone 1: Eight Million Dollars ($8,000,000.00) payable upon the achievement of FDA clearance or approval of the OncuPath-HER3™ assay on or before August 8, 2025, and (ii) Milestone 2: Six Million Dollars ($6,000,000.00) payable upon the achievement of a CMS HCPCS code and first Medicare reimbursement for the OncuPath-HER3™ assay on or before August 8, 2026, as more particularly described in the Agreement and the Earnout Agreement, be, and hereby are, approved and authorized;

RESOLVED FURTHER, that the deposit of Fourteen Million Dollars ($14,000,000.00) into an escrow account established with Ashgrove Equity Partners Escrow Services, Inc. (Account No. 8841-7023-5500), to be held in escrow to secure the Company's indemnification obligations under Article IX of the Agreement (subject to (i) an aggregate indemnification cap of Twenty-Eight Million Dollars ($28,000,000.00), (ii) an eighteen (18)-month survival period for general representations and warranties, (iii) a tipping basket of One Million Four Hundred Thousand Dollars ($1,400,000.00), and (iv) a per-claim de minimis threshold of Seventy-Five Thousand Dollars ($75,000.00)), be, and hereby is, approved and authorized;

RESOLVED FURTHER, that the execution, delivery, and performance by the Company of the following ancillary agreements, instruments, certificates, and documents contemplated by the Agreement be, and hereby are, authorized and approved:

(a) Bill of Sale;

(b) Assignment and Assumption Agreement;

(c) intellectual Property Assignment Agreement, covering fourteen (14) issued United States patents, seven (7) pending United States patent applications, and the trademarks OncuPath™, OncuPath-HER3™, and OncuPath-GENOMARK™, together with all associated goodwill;

(d) Escrow Agreement, by and among the Company, Buyer, and Ashgrove Equity Partners Escrow Services, Inc., as escrow agent;

(e) Transition Services Agreement, providing for the Company's provision of certain transition services to Buyer for a period of up to nine (9) months following the Closing, at cost plus five percent (5%);

(f) Earnout Agreement;

(g) Non-Competition and Non-Solicitation Agreement, providing for a three (3)-year non-competition period and a two (2)-year non-solicitation period;

(h) Seller's Closing Certificate;

(i) FIRPTA Certificate, certifying that the Company is not a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended; and

(j) all other agreements, instruments, certificates, and documents required to be delivered by the Company at or prior to the Closing pursuant to the terms of the Agreement;

RESOLVED FURTHER, that the Company's payment of its fifty percent (50%) share of the premium for the representations and warranties insurance policy in the amount of Four Hundred Twenty Thousand Dollars ($420,000.00), for the buyer-side representations and warranties insurance policy issued by Apex Mutual Insurance Company (Policy No. RWI-2023-07182), with a policy limit of Twenty-Eight Million Dollars ($28,000,000.00), be, and hereby is, approved and authorized;

RESOLVED FURTHER, that each of Dr. Helena Vasquez, Chief Executive Officer, Martin Kowalski, Chief Financial Officer, and Rebecca Chiang, General Counsel and Secretary, acting singly and without the need for any further action or approval by the Board of Directors or any committee thereof, be, and each of them hereby is, authorized and directed to execute and deliver, in the name and on behalf of the Company and under its corporate seal or otherwise, the Agreement and each of the ancillary agreements, instruments, certificates, and documents referred to in the foregoing resolutions, with such changes, amendments, supplements, modifications, or additions thereto as the executing officer may approve, such officer's execution thereof to be conclusive evidence of such approval, and to perform the Company's obligations thereunder;

RESOLVED FURTHER, that each of the foregoing authorized officers, acting singly, be, and each of them hereby is, further authorized, empowered, and directed to take any and all actions, execute and deliver any and all additional agreements, instruments, certificates, and documents, pay any and all fees and expenses, and make any and all filings, registrations, and submissions with any governmental authority or regulatory body (including, without limitation, the premerger notification filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice), in each case as such officer may deem necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated by the Agreement, the taking of any such action, the execution and delivery of any such document, and the making of any such filing to be conclusive evidence that the same was authorized by these resolutions; and

RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company in connection with or in furtherance of the matters contemplated by the foregoing resolutions, including without limitation any negotiations, discussions, or preliminary agreements with Buyer, its affiliates, or its representatives, be, and the same hereby are, in all respects ratified, confirmed, approved, and adopted as actions taken on behalf of and in the name of the Company.

[End of Resolutions]

I, Rebecca Chiang, General Counsel and Secretary of Genome Dx Therapeutics Inc., hereby certify that the foregoing is a true, correct, and complete copy of the resolutions adopted by the Board of Directors at the Meeting held on May 8, 2023, as recorded in the minutes of such Meeting maintained in the minute book of the Company.

________________________________________

Rebecca Chiang General Counsel and Secretary

Name	Title	Signature
Dr. Helena Vasquez	Chief Executive Officer	_______
Martin Kowalski	Chief Financial Officer	_______
Rebecca Chiang	General Counsel and Secretary	_______

SECRETARY'S CERTIFICATE OF GENOME DX THERAPEUTICS INC.
August 8, 2023
This Secretary's Certificate (this "Certificate") is delivered pursuant to Section 7.02(e) of that certain Asset Purchase Agreement, dated as of May 11, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and between Genome Dx Therapeutics Inc., a Delaware corporation (the "Seller" or the "Company"), and Meridian Precision Diagnostics, Inc., a Delaware corporation (the "Buyer"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
This Certificate is being delivered as a closing deliverable pursuant to Article VII of the Agreement in connection with the closing of the transactions contemplated thereby (the "Closing"), and certifies as to incumbency and authority of officers, organizational documents, and board authorization of the Company.
Section 1. Identification of Certifying Officer
I, Rebecca Chiang, hereby certify that I am the duly elected, qualified, and acting General Counsel and Secretary of Genome Dx Therapeutics Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal executive offices located at 10250 Science Center Drive, Suite 600, San Diego, California 92121, and having Employer Identification Number 47-3892061. I have served in such capacity continuously since my appointment, and I am authorized to execute and deliver this Certificate on behalf of the Company.
This Certificate is delivered in connection with the Closing of the transactions contemplated by the Asset Purchase Agreement, dated as of May 11, 2023, by and between the Company and Buyer. I have access to the books, records, minute books, and corporate seal of the Company, and the certifications and statements set forth herein are made based upon my personal knowledge and review of such records.
Section 2. Certifications
As the duly elected, qualified, and acting General Counsel and Secretary of the Company, and in connection with the Closing, I hereby certify as follows:
2.1 Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Genome Dx Therapeutics Inc., as originally filed with the Secretary of State of the State of Delaware, together with all amendments, supplements, and restatements thereto through the date hereof (collectively, the "Charter"). The Charter is in full force and effect as of the date hereof and has not been further amended, modified, restated, or supplemented since the date of the last amendment attached thereto as part of Exhibit A. No action has been taken or authorized by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, modify, restate, or repeal any provision of the Charter, and no such amendment, modification, restatement, or repeal is contemplated as of the date hereof.
2.2 Bylaws.  Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Genome Dx Therapeutics Inc., as currently in effect, including all amendments, supplements, and modifications thereto through the date hereof (the "Bylaws"). The Bylaws have not been further amended, modified, supplemented, rescinded, or restated since the date of the last amendment reflected therein, and remain in full force and effect as of the date hereof. No action has been taken or authorized by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, modify, supplement, rescind, or repeal any provision of the Bylaws, and no such amendment, modification, supplement, rescission, or repeal is contemplated as of the date hereof.
2.3 Board Resolutions
Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Genome Dx Therapeutics Inc. at a meeting of the Board of Directors duly called and held on May 8, 2023 (the "Board Meeting"), at which a quorum of directors was present in person or by means of remote communication and acting throughout the entirety of such meeting in accordance with the Charter, the Bylaws, and the Delaware General Corporation Law. The Board Meeting was duly noticed in accordance with the Bylaws and applicable law, and all directors entitled to notice thereof received proper notice.
The Resolutions authorize, approve, and ratify the following matters:
(a) the execution, delivery, and performance by the Company of the Asset Purchase Agreement, dated as of May 11, 2023, by and between the Company and Meridian Precision Diagnostics, Inc., providing for the sale of the Purchased Assets (as defined in the Agreement);
(b) the sale, assignment, transfer, conveyance, and delivery of the Purchased Assets constituting the Company's OncuPath™ companion diagnostics assay line (the "OncuPath Business") to Buyer;
(c) the total consideration of One Hundred Forty Million Dollars ($140,000,000.00), comprising One Hundred Twenty-Six Million Dollars ($126,000,000.00) in closing cash consideration and up to Fourteen Million Dollars ($14,000,000.00) in earnout milestone payments, as more particularly described in the Agreement and the Earnout Agreement;
(d) the execution, delivery, and performance of all ancillary agreements, instruments, certificates, and documents contemplated by the Agreement, including without limitation the following: (i) the Bill of Sale; (ii) the Assignment and Assumption Agreement; (iii) the intellectual Property Assignment Agreement; (iv) the Escrow Agreement (with Ashgrove Equity Partners Escrow Services, Inc.); (v) the Transition Services Agreement; (vi) the Earnout Agreement; (vii) the Non-Competition and Non-Solicitation Agreement; and (viii) all closing certificates and deliverables required under the Agreement;
(e) the deposit of Fourteen Million Dollars ($14,000,000.00) into escrow at Ashgrove Equity Partners Escrow Services, Inc. (Account No. 8841-7023-5500) to secure the Company's indemnification obligations under Article IX of the Agreement;
(f) the authorization of any officer of the Company, including Dr. Helena Vasquez, Chief Executive Officer, Martin Kowalski, Chief Financial Officer, and Rebecca Chiang, General Counsel and Secretary, acting singly, to execute and deliver the Agreement and each ancillary document on behalf of the Company, and to take all actions necessary, appropriate, or advisable to consummate the transactions contemplated thereby; and
(g) the authorization of each such officer to execute any amendments, modifications, supplements, or waivers to the Agreement or any ancillary document as such officer deems necessary, desirable, or appropriate, such execution to be conclusive evidence of such officer's approval thereof.
The Resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company, or by any committee thereof, that in any way amend, modify, limit, condition, supersede, conflict with, or restrict the authority granted by the Resolutions attached hereto as Exhibit C, and no proceedings to adopt any such resolutions are pending or contemplated.
2.4 Incumbency of Officers
I hereby further certify that the following persons are the duly elected or appointed, qualified, and acting officers of Genome Dx Therapeutics Inc., holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their respective names are their true and genuine signatures:
Each of the foregoing officers held the office set forth opposite his or her name on May 11, 2023 (the date of execution of the Agreement) and has continued to hold such office without interruption through and including the date hereof, August 8, 2023 (the Closing Date). Each such officer is duly authorized to act on behalf of the Company in the capacity indicated, with full power and authority to execute and deliver the Agreement, the ancillary documents, and all instruments, certificates, and other documents contemplated thereby.
For the avoidance of doubt, Nathaniel Hargrove serves as Chairman of the Board of Directors of the Company (as the designee of Pinnacle Biosciences Partners Fund III, L.P.) and presided over the Board Meeting held on May 8, 2023 at which the Resolutions attached hereto as Exhibit C were duly adopted. Mr. Hargrove does not serve as an officer of the Company.
2.5 Good Standing
I hereby further certify that the Company is validly existing and in good standing under the laws of the State of Delaware, as evidenced by the certificate of good standing most recently obtained from the Secretary of State of the State of Delaware. The Company is duly qualified and authorized to transact business as a foreign corporation in the State of California and is in good standing in such jurisdiction. No proceedings for the dissolution, liquidation, merger, consolidation, winding up, or termination of the corporate existence of the Company have been commenced, are pending, or, to my knowledge, are contemplated, whether voluntarily or involuntarily.
2.6 No Conflict
I hereby further certify that the execution, delivery, and performance by the Company of the Agreement and each of the ancillary documents contemplated thereby, and the consummation of the transactions contemplated thereby, including without limitation the sale, assignment, transfer, conveyance, and delivery of the Purchased Assets to Buyer, do not and will not: (a) violate, conflict with, or result in a breach or default under any provision of the Company's Certificate of Incorporation or Bylaws; (b) violate any resolution adopted by the Board of Directors or any committee thereof; or (c) result in the creation or imposition of any lien, charge, or encumbrance on any of the assets of the Company pursuant to the terms of the Certificate of Incorporation or Bylaws. No consent, approval, or authorization of, or filing or registration with, any corporate body of the Company is required in connection with the execution, delivery, and performance of the Agreement and the ancillary documents and the consummation of the transactions contemplated thereby that has not been duly obtained or made.
Section 3. Reliance
This Certificate is being delivered to Buyer in connection with the Closing of the transactions contemplated by the Agreement. Buyer and its counsel, and any title company, escrow agent, insurer, or other Person entitled to rely thereon pursuant to the terms of the Agreement, are entitled to rely upon the certifications, representations, and statements contained herein as though each such certification, representation, and statement were made directly to such Person. This Certificate shall inure to the benefit of Buyer and its successors and permitted assigns.
Section 4. Execution
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
GENOME DX THERAPEUTICS INC.
By: ________
Name: Rebecca Chiang
Title: General Counsel and Secretary
Date: August 8, 2023
Section 5. Confirmation of Incumbency (Counter-Certification)
I, Martin Kowalski, hereby certify that I am the duly elected, qualified, and acting Chief Financial Officer of Genome Dx Therapeutics Inc. I have personal knowledge of the identity and authority of Rebecca Chiang, and I hereby confirm that Rebecca Chiang is the duly elected, qualified, and acting General Counsel and Secretary of Genome Dx Therapeutics Inc. and has been duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company. I further confirm that the signature of Rebecca Chiang appearing above is her true and genuine signature. Ms. Chiang held the office of General Counsel and Secretary on May 11, 2023 and continues to hold such office as of the date hereof.
GENOME DX THERAPEUTICS INC.
By: ________
Name: Martin Kowalski
Title: Chief Financial Officer
Date: August 8, 2023
EXHIBIT A
Certificate of Incorporation
[Attached hereto — Certificate of Incorporation of Genome Dx Therapeutics Inc., as filed with the Secretary of State of the State of Delaware pursuant to the Delaware General Corporation Law, together with all amendments, supplements, and restatements thereto through the date hereof]
The Certificate of Incorporation, together with all amendments thereto, as attached to this Exhibit A, constitutes the complete and current charter document of Genome Dx Therapeutics Inc., a corporation organized under the Delaware General Corporation Law.
EXHIBIT B
Bylaws
[Attached hereto — Bylaws of Genome Dx Therapeutics Inc., as currently in effect, including all amendments, supplements, and modifications thereto through the date hereof]
The Bylaws, together with all amendments thereto, as attached to this Exhibit B, constitute the complete and current bylaws of Genome Dx Therapeutics Inc.
EXHIBIT C
Resolutions of the Board of Directors of Genome Dx Therapeutics Inc.
Adopted May 8, 2023
The following resolutions were duly adopted by the Board of Directors of Genome Dx Therapeutics Inc. (the "Company") at a meeting of the Board of Directors duly called and held on May 8, 2023 (the "Meeting"), at which a quorum of directors was present and acting throughout, in accordance with the Certificate of Incorporation, the Bylaws of the Company, and the Delaware General Corporation Law.
Recitals.  WHEREAS, the Meeting was duly called and held on May 8, 2023, with Nathaniel Hargrove, Chairman of the Board of Directors (designee of Pinnacle Biosciences Partners Fund III, L.P.), presiding;
WHEREAS, a quorum of the Board of Directors was present in person or by means of remote communication throughout the entirety of the Meeting, and all actions taken at the Meeting were taken by the affirmative vote of a majority of the directors present;
WHEREAS, the Board of Directors considered the proposed sale and disposition of the Company's OncuPath™ companion diagnostics assay line (the "OncuPath Business"), including the assets, properties, and rights associated therewith, to Meridian Precision Diagnostics, Inc., a Delaware corporation ("Buyer"), pursuant to the terms and conditions of a proposed Asset Purchase Agreement (the "Agreement");
WHEREAS, the Board of Directors received and reviewed a detailed presentation by Brindoval Partners LLC, the Company's financial advisor (Victor Sandoval, Managing Director, presenting), regarding the proposed transaction, including a comprehensive valuation analysis of the OncuPath Business, a review of comparable transactions in the molecular diagnostics and companion diagnostics sectors, an assessment of market conditions, and an analysis of strategic alternatives available to the Company with respect to the OncuPath Business;
WHEREAS, the Board of Directors reviewed the terms and conditions of the proposed Agreement and all ancillary documents related thereto as presented by the Company's outside legal counsel, Calderwood & Harkness LLP (James Prentice, Responsible Partner), including a summary of the key terms, a discussion of the material risk factors, a review of the representations, warranties, covenants, indemnification provisions, and closing conditions contained in the Agreement, and an analysis of the regulatory filings and approvals required to consummate the proposed transaction;
WHEREAS, the Board of Directors noted that the OncuPath™ companion diagnostics line contributed revenue of Forty-Seven Million Six Hundred Thousand Dollars ($47,600,000) in the Company's fiscal year ended December 31, 2022, against total Company revenue of Three Hundred Twelve Million Dollars ($312,000,000) for the same period, representing approximately 15.3% of total Company revenue;
WHEREAS, the Board of Directors determined that the divestiture of the OncuPath Business is consistent with and furthers the Company's long-term strategic plan to focus its resources, capital, and operational capabilities on its core GenoStrat™ liquid biopsy platform, and that the proposed transaction represents an attractive valuation and favorable terms for the Company and its stockholders;
WHEREAS, the Board of Directors noted that Pinnacle Biosciences Partners Fund III, L.P. holds approximately 68.4% of the outstanding shares of common stock of the Company and, through its designee on the Board, has indicated its support for the proposed transaction; and
WHEREAS, after careful deliberation and consideration of all relevant factors, the Board of Directors has determined that it is in the best interests of the Company and its stockholders to approve the Agreement and the transactions contemplated thereby, on the terms and subject to the conditions set forth therein.
Operative Resolutions.  NOW, THEREFORE, BE IT:
RESOLVED, that the Asset Purchase Agreement, substantially in the form presented to the Board of Directors at this Meeting, by and between the Company, as Seller, and Meridian Precision Diagnostics, Inc., as Buyer, providing for the sale, assignment, transfer, conveyance, and delivery of the Purchased Assets of the OncuPath Business to Buyer for total consideration of One Hundred Forty Million Dollars ($140,000,000.00), be, and hereby is, in all respects approved, adopted, and authorized, and the transactions contemplated thereby are hereby ratified and confirmed;
RESOLVED FURTHER, that the terms of the consideration to be received by the Company under the Agreement, including (a) One Hundred Twenty-Six Million Dollars ($126,000,000.00) in closing cash consideration payable at Closing and (b) an earnout of up to Fourteen Million Dollars ($14,000,000.00), consisting of (i) Milestone 1: Eight Million Dollars ($8,000,000.00) payable upon the achievement of FDA clearance or approval of the OncuPath-HER3™ assay on or before August 8, 2025, and (ii) Milestone 2: Six Million Dollars ($6,000,000.00) payable upon the achievement of a CMS HCPCS code and first Medicare reimbursement for the OncuPath-HER3™ assay on or before August 8, 2026, as more particularly described in the Agreement and the Earnout Agreement, be, and hereby are, approved and authorized;
RESOLVED FURTHER, that the deposit of Fourteen Million Dollars ($14,000,000.00) into an escrow account established with Ashgrove Equity Partners Escrow Services, Inc. (Account No. 8841-7023-5500), to be held in escrow to secure the Company's indemnification obligations under Article IX of the Agreement (subject to (i) an aggregate indemnification cap of Twenty-Eight Million Dollars ($28,000,000.00), (ii) an eighteen (18)-month survival period for general representations and warranties, (iii) a tipping basket of One Million Four Hundred Thousand Dollars ($1,400,000.00), and (iv) a per-claim de minimis threshold of Seventy-Five Thousand Dollars ($75,000.00)), be, and hereby is, approved and authorized;
RESOLVED FURTHER, that the execution, delivery, and performance by the Company of the following ancillary agreements, instruments, certificates, and documents contemplated by the Agreement be, and hereby are, authorized and approved:
(a) Bill of Sale;
(b) Assignment and Assumption Agreement;
(c) intellectual Property Assignment Agreement, covering fourteen (14) issued United States patents, seven (7) pending United States patent applications, and the trademarks OncuPath™, OncuPath-HER3™, and OncuPath-GENOMARK™, together with all associated goodwill;
(d) Escrow Agreement, by and among the Company, Buyer, and Ashgrove Equity Partners Escrow Services, Inc., as escrow agent;
(e) Transition Services Agreement, providing for the Company's provision of certain transition services to Buyer for a period of up to nine (9) months following the Closing, at cost plus five percent (5%);
(f) Earnout Agreement;
(g) Non-Competition and Non-Solicitation Agreement, providing for a three (3)-year non-competition period and a two (2)-year non-solicitation period;
(h) Seller's Closing Certificate;
(i) FIRPTA Certificate, certifying that the Company is not a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended; and
(j) all other agreements, instruments, certificates, and documents required to be delivered by the Company at or prior to the Closing pursuant to the terms of the Agreement;
RESOLVED FURTHER, that the Company's payment of its fifty percent (50%) share of the premium for the representations and warranties insurance policy in the amount of Four Hundred Twenty Thousand Dollars ($420,000.00), for the buyer-side representations and warranties insurance policy issued by Apex Mutual Insurance Company (Policy No. RWI-2023-07182), with a policy limit of Twenty-Eight Million Dollars ($28,000,000.00), be, and hereby is, approved and authorized;
RESOLVED FURTHER, that each of Dr. Helena Vasquez, Chief Executive Officer, Martin Kowalski, Chief Financial Officer, and Rebecca Chiang, General Counsel and Secretary, acting singly and without the need for any further action or approval by the Board of Directors or any committee thereof, be, and each of them hereby is, authorized and directed to execute and deliver, in the name and on behalf of the Company and under its corporate seal or otherwise, the Agreement and each of the ancillary agreements, instruments, certificates, and documents referred to in the foregoing resolutions, with such changes, amendments, supplements, modifications, or additions thereto as the executing officer may approve, such officer's execution thereof to be conclusive evidence of such approval, and to perform the Company's obligations thereunder;
RESOLVED FURTHER, that each of the foregoing authorized officers, acting singly, be, and each of them hereby is, further authorized, empowered, and directed to take any and all actions, execute and deliver any and all additional agreements, instruments, certificates, and documents, pay any and all fees and expenses, and make any and all filings, registrations, and submissions with any governmental authority or regulatory body (including, without limitation, the premerger notification filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice), in each case as such officer may deem necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated by the Agreement, the taking of any such action, the execution and delivery of any such document, and the making of any such filing to be conclusive evidence that the same was authorized by these resolutions; and
RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company in connection with or in furtherance of the matters contemplated by the foregoing resolutions, including without limitation any negotiations, discussions, or preliminary agreements with Buyer, its affiliates, or its representatives, be, and the same hereby are, in all respects ratified, confirmed, approved, and adopted as actions taken on behalf of and in the name of the Company.
[End of Resolutions]
I, Rebecca Chiang, General Counsel and Secretary of Genome Dx Therapeutics Inc., hereby certify that the foregoing is a true, correct, and complete copy of the resolutions adopted by the Board of Directors at the Meeting held on May 8, 2023, as recorded in the minutes of such Meeting maintained in the minute book of the Company.
________________________________________
Rebecca Chiang General Counsel and Secretary
Name | Title | Signature
Dr. Helena Vasquez | Chief Executive Officer | _______
Martin Kowalski | Chief Financial Officer | _______
Rebecca Chiang | General Counsel and Secretary | _______

SECRETARY'S CERTIFICATE OF GENOME DX THERAPEUTICS INC.

GENOME DX THERAPEUTICS INC.

GENOME DX THERAPEUTICS INC.

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EXHIBIT B

EXHIBIT C

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