Retention Agreement, dated August 19, 2024, by and between the Company and Rebecca Markovich, Interim Chief Financial Officer

Dear Becky:

As you know, Talis Biomedical Corporation (the “Company”) is evaluating strategic alternatives, including the commencement of a bankruptcy case under chapter 11 of the U.S. Bankruptcy Code, and retention of our key employees is critical to this process. To assist with these changes, we are pleased to extend to you an offer to participate in the Company Retention Bonus Program (the “Program”), which is contingent upon the Company deciding to commence bankruptcy proceedings. If you elect to participate in the Program, you will be eligible to receive certain financial benefits if you commit to remain employed through the earlier of (1) the bankruptcy court’s entry of a final, non-appealable order confirming the Company’s chapter 11 plan or (2) the eight (8) month anniversary of the payment of the retention bonus (the “Retention Bonus Period”), subject to the terms of this letter:

Please let us know if you have any questions or concerns, and thank you for your continued commitment to the Company.

Very truly yours,

/s/ Robert Kelley

Rob Kelley

Chief Executive Officer

Talis Biomedical Corporation

ACCEPTED AND AGREED TO:

/s/ Becky Markovich

____________________________
SIGNATURE

Becky Markovich

____________________________

PRINT NAME

August 19, 2024

____________________________

DATE

EXHIBIT A

FICA TAX CONSENT

The purpose of this form is to inform you that you have an obligation to repay a bonus or portion of a bonus that you have received in a prior tax year. By signing this form, you give Talis Biomedical Corporation (hereinafter referred to as the “Company,” “we,” “us”, and “our”) consent to file a FICA tax refund on your behalf. We will reduce the amount of your repayment obligation by the amount of the FICA tax overpayment that is actually refunded to us. An employee who is exempt from FICA taxes and eligible for a FICA refund will be repaid or reimbursed to the extent that the taxes are refunded by the IRS.

IMPORTANT: Employees who have been contacted by the Company regarding a FICA refund must submit this completed form within 45 days of the certified mailing date, or the employee will be considered to have refused to provide authorization. The “certified mailing date” is defined as the date of the U.S. postmark on the receipt provided to us pursuant to Treasury Regulation § 301.7502-1(c)(2), for the mailing of this form to you.

You cannot authorize us to claim a refund on your behalf for any overpaid Additional Medicare Tax, and our claim will not include a claim for Additional Medicare Tax withheld from employees. Additional Medicare Tax (0.9%) applies to wages, railroad retirement (RRTA) compensation, and self-employment income (together with that of your spouse if filing a joint return) that are more than: $125,000 if married filing separately, $250,000 if married filing jointly, or $200,000 for any other filing status.

If, as a result of our refund claim, your wages are adjusted, you may also be able to claim a refund for Additional Medicare Tax. For more information on the Additional Medicare Tax, see the Instructions for Form 8959.

Part I: Employee Information
 

Notify the Company of any changes to this address.

Full Name (Last, first and middle initial): _______________________

Employee ID Number: _______________ Social Security Number: _______________

Street Address: ________________________________________________________________________________________________________________________________________________

City: _______________________________ State/Province: _______________

Country: ___________________ Zip/Postal Code: _______________

Part II: Employer’s Information

Employer’s Name: ________________________________________________________________________________________________________________________________________________

Street Address:

________________________________________________________________________________________________________________________________________________

City: _______________________________ State/Province: _______________ Country: ___________________ Zip/Postal Code: _______________

Employer Identification Number: _________________________________________________________________

Part III: Refund Information
Briefly state the basis for the claim of refund (e.g., Employee has an obligation to repay [all or a portion of] a bonus received in a prior year.): _______________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________

Tax Period(s): _______________ Tax Type: _______________

Tax Amount: _______________

Part IV: Employee Attestation and Authorization

By completing this form, I (1) Authorize Talis Biomedical Corporation (the “Company”) to claim a refund for the overpayment of the employee’s share of FICA taxes, and (2) Certify that I have not claimed, and will not claim, a refund for the amount of the FICA tax overpayment.

I declare, under penalties of perjury, that I have examined the above statements and information, and to the best of my knowledge and belief, they are true, correct, and complete.

Employee's Signature: ___________________________________

Date: __________________

 

Due to the confidential nature of this information, this form must be submitted securely using one of the following methods:

1. By secure file transfer: (Company’s Tax Preparer Transfer Link)

2. By fax: (Company’s Tax Preparer)

3. By mail in a sealed envelope, stamped “Confidential”: (Company’s Tax Preparer Mailing Address)

Do not email this completed form. Copies of this completed form must not be stored on local computers. All paper copies of this completed form received must be secured in a locked location, destroyed by a crosscut shredder, or moved to a secure archive facility. Questions? Please contact Jill Green.