Emerging growth company    ☐    

On January 14, 2022, OPKO Health, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Sema4 Holdings Corp., a Delaware corporation (“Sema4”), its two wholly owned subsidiaries, Orion Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), and Orion Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), GeneDx Inc., a New Jersey corporation and an indirect wholly owned subsidiary of the Company (“GeneDx”), and GeneDx Holding 2, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Holding 2”).

Pursuant to the Merger Agreement, at the closing of the transactions contemplated thereby (the “Closing”), Merger Sub I will merge with and into Holding 2 (the “First Merger”), with Holding 2 as the surviving corporation in the First Merger, and, immediately after the consummation of the First Merger, as part of the same overall transaction, Holding 2, as the surviving corporation in the First Merger, will merge with and into Merger Sub II, with Merger Sub II as the surviving corporation and the direct owner of all of the equity interests in GeneDx, which, at the time of Closing, will have become a Delaware limited liability company and a wholly owned subsidiary of Sema4.

At Closing, Sema4 will pay to the Company aggregate consideration of $150.0 million in cash, together with 80.0 million shares (the “Closing Shares”) of Sema4’s Class A common stock, par value $0.0001 per share (“Sema4 Common Stock”), subject to a customary purchase price adjustment mechanism providing for a normalized level of working capital and that GeneDx be free of debt at Closing. Additionally, Sema4 has agreed to pay the Company up to an additional $150.0 million, which may be paid in Sema4 Common Stock, cash or a combination thereof in Sema4’s discretion, subject to GeneDx achieving certain revenue targets for the fiscal years ending December 31, 2022 and 2023 (the “Milestone Consideration”). If the Milestone Consideration in respect of the year ending December 31, 2022 becomes payable in full, then the Milestone Consideration conditionally payable in respect of the year ending December 31, 2023 is subject to acceleration in the event of a change in control of Sema4.

Consummation of the Closing is subject to approval by Sema4’s stockholders of the issuance of the Closing Shares and any shares of Sema4 Common Stock issuable in respect of the Milestone Consideration (“Milestone Shares”), as well as in respect of a related private placement effected by Sema4. Consummation of the Closing is also subject to the completion of an internal pre-closing restructuring of the holding structure of GeneDx, including receipt of written confirmation from the IRS that the EIN is retained, and the continued employment of Ms. Katherine Stueland, GeneDx’s current Chief Executive Officer, together with other customary conditions, including the absence of legal restraints and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Each party’s obligation to consummate the Closing is also subject to the accuracy of the representations and warranties of the other parties (subject to certain exceptions) and the performance in all material respects of the other parties’ respective covenants under the Merger Agreement. Consummation of the Closing is not subject to a financing condition.

Pursuant to the Merger Agreement, Sema4 has agreed that the Company will be entitled to nominate and Sema4 will seek to have appointed to Sema4’s Board of Directors (the “Sema4 Board”): (i) one mutually agreed GeneDx designee to the Sema4 Board, initially Ms. Stueland, and (ii) one mutually agreed independent designee of the Company to the Sema4 Board following the Closing, until at least the expiration of the period for which the Milestone Consideration may be payable.

Additionally, in connection with the transactions contemplated by the Merger Agreement, on January 14, 2022, the Company entered into a Shareholder Agreement (the “Shareholder Agreement”) with Sema4, pursuant to which the Company has agreed to, among other things, be subject to a lock-up period with respect to its shares of Sema4 Common Stock (the “Lock-Up Shares”), which include the Closing Shares, together with the Milestone Shares, if any. The lock-up period will last from the Closing until (a) in the case of the Closing Shares, the date that is one (1) year from the date of Closing, (b) if and to the extent earned, in the case of the Milestone Shares for the first payment in respect of the Milestone Consideration, the date that is one (1) year from the date of issuance for such

stock and (c) if and to the extent earned, in the case of the Milestone Shares for the second payment in respect of the Milestone Consideration, the date that is six (6) months from the date of issuance for such stock (as applicable, the “Lock-Up Period”). During this Lock-Up Period, the Company may not transfer any Lock-Up Shares or engage in any short sales or other hedging or derivative transactions, subject to certain limited exceptions. Following such Lock-Up Period, the Company has agreed to dispose of its Lock-Up Shares in a marketed sale process under certain circumstances for so long as it continues to hold at least 5% of the outstanding shares of Sema4 Common Stock.

*    Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request.