VIVO Meridian Bioscience Inc

The Merger Agreement

Effective February 19, 2020, Meridian Bioscience, Inc., an Ohio corporation (“Meridian”), APM Trust Shelf 14 Ltd., a company organized under the laws of the State of Israel and an indirect wholly owned subsidiary of Meridian (“Merger Sub”), and Exalenz Bioscience Ltd., a company organized under the laws of the State of Israel (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides, among other things and subject to its terms and conditions, that Merger Sub will merge with and into the Company, with the separate existence of Merger Sub ceasing and with the Company surviving as an indirect wholly owned subsidiary of Meridian (the “Merger”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

At the Effective Time of the Merger, each Ordinary Share, par value NIS 1.00 (One New Israeli Shekel), of the Company (the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Company Shares canceled pursuant to the Merger Agreement) shall automatically be converted into and represent the right to receive NIS 6.10 (Six New Israeli Shekel and Ten New Israeli Agurot) in cash (the “Merger Consideration”), without interest and less applicable taxes required to be withheld. The Merger Consideration results in an aggregate purchase price of approximately US $49 million.

Pursuant to the Merger Agreement, holders of Company Options which are outstanding and unexercised immediately prior to the Effective Time, whether or not vested, will be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option and (ii) the total number of shares underlying such Company Option, less applicable taxes required to be withheld.

The Merger is subject to the satisfaction of customary closing conditions, including (i) the approval of the Merger at the Company Shareholders Meeting by a majority of shareholders not party to the Voting Agreement (described below) and (ii) obtaining all material consents or approvals necessary in connection with the Merger.

The Merger Agreement provides for certain termination rights for both Meridian and the Company. Upon termination of the Merger Agreement under certain specified circumstances, the Company may be required to pay Meridian a termination fee of US $2 million.

The Voting Agreement

Simultaneously with the execution of the Merger Agreement, Mr. Mori Arkin (“Arkin”) has entered into a Voting Agreement with Meridian (the “Voting Agreement”), pursuant to which Arkin has agreed, among other things, to vote his respective shares of Company Shares in favor of the approval of the Merger Agreement and against any alternative proposal as further set forth in the Voting Agreement. Arkin beneficially owns approximately 75% of the outstanding Company Shares.

Amendment to Credit Agreement

In connection with the Merger Agreement, on February 19, 2020, Meridian entered into a First Amendment and Consent (the “First Amendment”) to the Credit Agreement dated May 24, 2019 by, among others, Meridian, the guarantors party thereto from time to time, the lenders party thereto from time to time, and PNC Bank, National Association (“PNC”), as administrative agent for the lenders (the “Credit Agreement”). The First Amendment amends certain provisions of the Credit Agreement to, among other things, (i) increase the Revolving Credit Commitments (as such term is defined in the Credit Agreement) by $35 million, and (ii) to make certain changes to permit the Merger and the other transactions contemplated by the Merger Agreement and obtain the Lenders’ and PNC’s consent thereto.

The foregoing descriptions of the Merger Agreement, Voting Agreement, First Amendment and the transactions contemplated thereby do not purport to be complete and are subject to and qualified in their entirety by reference to the Merger Agreement, Voting Agreement, and First Amendment, copies of which are filed herewith and incorporated herein by reference.

This summary of the Merger Agreement, Voting Agreement and First Amendment is included solely to provide investors with information regarding certain terms of the Merger Agreement, Voting Agreement and First Amendment. It is not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. Investors are cautioned that the representations, warranties and covenants included in the Merger Agreement, Voting Agreement and First Amendment were made by the parties thereto to each other. These representations, warranties and covenants were made as of specific dates and only for purposes of the Merger Agreement, Voting Agreement or First Amendment, as applicable, and are subject to important exceptions and limitations, including contractual standards of materiality that may be different from that generally relevant to investors and are qualified by information disclosed in confidential disclosure schedules that the parties exchanged in connection with the execution of the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement, Voting Agreement or First Amendment for the purpose of allocating risk between Meridian and the parties thereto rather than to establish matters as facts. The representations and warranties contained in the Merger Agreement, Voting Agreement or First Amendment are solely for the benefit of the parties to the Merger Agreement, Voting Agreement, or First Amendment, as applicable. Investors are not third-party beneficiaries under the Merger Agreement, Voting Agreement or First Amendment and in reviewing the representations, warranties and covenants contained in the Merger Agreement, Voting Agreement, First Amendment or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions were not intended by the parties to the Merger Agreement, Voting Agreement or First Amendment to be characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, Voting Agreement or First Amendment, which subsequent information may or may not be fully

reflected in Meridian’s public disclosures. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that Meridian publicly files with the SEC.

businesses, operations and technology of Exalenz Bioscience Ltd.; risk of failure of the acquisition to achieve its plans and objectives generally; risk that the transaction and its announcement could have an adverse effect on the parties’ ability to retain customers and retain and hire key personnel; the risk that any potential synergies or cost savings from the transaction may not be fully realized or may take longer to realize than expected; and risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations, legislation, and other regulatory actions and initiatives, the regulatory process for new products and indications, manufacturing issues that may arise, stock price volatility, fluctuations in exchange rates for future sales denominated in foreign currency, patent positions and litigation, among other factors. The forward-looking statements contained in this communication may become outdated over time. Meridian does not assume any responsibility for updating any forward-looking statements. Additional information concerning these and other factors can be found in Meridian’s filings with the SEC and available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at www.sec.gov, including Meridian’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. Meridian assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.