Extract to table

To the extent FDA clearance or approval is received on or before August 8, 2025, the Milestone 1 payment shall be made within thirty (30) business days following such clearance or approval

If FDA clearance or approval is not received on or before August 8, 2025, the Milestone 1 payment obligation shall expire and GDT shall have no further right to receive such payment

To the extent the CMS reimbursement milestone is achieved on or before August 8, 2026, the Milestone 2 payment shall be made within thirty (30) business days following such achievement

If the CMS reimbursement milestone is not achieved on or before August 8, 2026, the Milestone 2 payment obligation shall expire and GDT shall have no further right to receive such payment

The first draft APA includes the following Seller-favorable earnout protections: • Anti-Sandbagging: Meridian shall not take any action, or fail to take any action, with the primary purpose of avoiding or reducing any earnout payment obligation; • Anti-Embarrassment: If Meridian divests the OncuPath-HER3™ program or materially alters the regulatory strategy for the OncuPath-HER3™ assay during the earnout period in a manner that would be reasonably expected to prevent achievement of an Earnout Milestone, GDT shall be entitled to receive the full Earnout Amount as though all milestones had been achieved; • Acceleration on Change of Control: If Meridian undergoes a change of control (as defined in the APA) during the earnout period, all unpaid Earnout Milestones shall be deemed achieved and the full remaining Earnout Amount shall become immediately due and payable; • Information Rights: GDT shall have the right to receive quarterly reports from Meridian regarding the status of OncuPath-HER3™ regulatory submissions, clinical studies, and reimbursement activities during the earnout period; • Dispute Resolution: Disputes regarding achievement of Earnout Milestones or Meridian's compliance with the commercially reasonable efforts standard shall be submitted to a mutually agreed independent expert for binding determination, with the costs of such expert to be borne by the non-prevailing party

The escrow release schedule is as follows: • First Release: Fifty percent (50%) of the remaining balance in the Escrow Account (after deduction for any pending or resolved claims) shall be released to GDT on the date that is twelve (12) months after the closing date (i