Corporate Governance Overview

The Board of Directors (the “Board”) of Medlab Group, Inc (the “Company”) has developed and adopted this set of Corporate Governance Principles (the “Principles”) to assist with the governance of the Company and to assist the Board in the performance of its duties. The Principles are supplementary to, and are not intended to amend, supersede or interpret, the Company’s bylaws, any resolution adopted by the Board, any applicable laws or regulations and any charter of any Board appointed committee. The Board may amend these Guidelines from time to time in its sole discretion and consistent with its duties and responsibilities to the Company and its Shareholders, so long as such amendments do not materially and adversely affect the rights of any Shareholder. The Principles evidence the Company’s commitment to high standards of corporate governance and compliance.

Board Composition

Size. The Company’s Bylaws provide that the number of directors of the Company shall be fixed by the Board within a range of no less than one (1) or more than nine (9). The Company believes a Board should be small enough to permit thorough discussion of issues but large enough to provide a mix of perspectives and adequately staff any Board appointed committees.

Selection. The Board has delegated to the Nominating and Governance Committee the responsibility of recommending Board candidates, who will undergo further review by the Board. Selected Candidates must maintain the Board diverse composition in respect of race, age, gender, background and professional experience. The Nominating and Governance Committee shall recommend Board candidates who demonstrate integrity, high ethical standards and have proven their ability to commit sufficient time and attention to the Company. The Nominating and Governance Committee shall seek candidates who have robust experience in leadership roles, including within the medical, finance, scientific and technology industry.

Election. Directors shall be elected at each annual meeting of Shareholders. Each Director shall hold office until the next annual meeting of Shareholders following his election and thereafter until his successor shall have been elected and qualified. Pursuant to the Company’s Bylaws, cumulative voting shall not be permitted in the election of Directors. With respect to the election of Directors, each record holder of stock shall be entitled to vote all of the Shareholders’ votes for

as many persons as there are Directors to be elected and for whose election the shareholder has the right to vote. At each election of Directors, that number of candidates equaling the number of Directors to be elected, having the highest number of votes cast in favor of their election, shall be elected to the Board.

Board Leadership. The President or any other officer appointed by the President to do so, shall preside at all meetings of shareholders and all meetings of the Board unless the Board has appointed a Chairperson, Vice Chairperson, or other Officer of the Board and has authorized such person to preside at meetings of the Board. The members of the Board may select a Chairperson. The Board does not require the roles of Chief Executive Officer, President and Chairperson to be separate and, if they are to be separate, does not require that the Chairperson be selected by Independent Directors. The Board may, from time to time and in its sole discretion, make this choice as it determines is best for the Company and its Shareholders. Subject to the direction and supervision of the Board, and as prescribed by the Company’s Bylaws, the President shall be the Chief Executive Officer of the Company and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees.

Lead Independent Director. The Board does not require the roles of Chief Executive Officer, President and Chairperson to be separate, but if they are not separate, the Independent Directors shall appoint a Lead Independent Director. The Board believes the appointment of a Lead Independent Director maintains the independent operation of the Board in its corporate governance and oversight. The Lead Independent Director shall preside at all meetings of the Board at which the President is not present, preside at executive sessions of the Independent Directors, act as a liaison between the President and the Independent Directors, along with performing such other responsibilities as determined by the Board.

Director Independence. As a matter of Company policy, the Board shall maintain a majority in respect of Independent Directors. The Nominating and Governance Committee shall ensure the maintenance of Director Independence, along with compliance with the New York Stock Exchange (NYSE) Corporate Governance Listing Standards.

Term of Director Service. The Nominating and Governance Committee shall review each Director’s continuation of service on the Board at least annually to provide each Director with the opportunity to confirm his or her desire to continue as a Director, and to enable the Company to replace Directors as needed.

Resignation and Succession. A Director may resign at any time by giving written notice to the Company Secretary. Such resignation shall take effect at the time the notice is received by the Company Secretary unless the notice specifies a later effective date. Unless otherwise specified in the notice of resignation, the Company’s acceptance of such resignation shall not be necessary to make it effective. Any vacancy on the Board may be filled by the affirmative vote of a majority of the Board, pursuant to review by the Nominating and Governance Committee. The Director shall hold office until the next annual Shareholders meeting at which Directors are elected.

Service on other Boards. A Director may serve on a maximum of five (5) public company board of directors. If a Director holds the position of Chief Executive Officer of a public company, said Director may serve on a maximum of three (3) public company boards of directors, including that of the Company. Service on the boards of subsidiary companies, private companies and non-profit organizations are excluded from this maximum. If a Director sits on several mutual fund boards within the same fund family, it will count as one board for purposes of this maximum.

Board Functions

Agenda. The President and or Chairperson shall set the Agenda for Board meetings containing agenda items that align with the advisory and supervisory functions of the Board. Any Director may request agenda items.

Board Meetings. All Board members are expected to attend the Annual Shareholder Meeting unless they are prevented due to extraordinary circumstances which must be communicated to the Board.

Performance Evaluation of the Chief Executive Officer. The Independent Directors have been delegated the responsibility of conducting an annual performance evaluation of the Chief Executive Officer. In conducting the Performance Evaluation, the Independent Directors shall consider the overall performance of the Company, the accomplishment of long-term goals and the development of senior management.

Annual Evaluation of the Board. The Board will conduct a self-evaluation of their performance at least annually.

Director Compensation. By Resolution of the Board, any Director may be paid any one or more of the following: expenses, if any, of attendance at meetings, a fixed sutra for attendance at each meeting, a stated salary as Director, or such other compensation as the Company and the Director

may reasonably agree upon. The Compensation Committee shall review Director Compensation annually.

Committees of the Board

Appointment of Committees. Pursuant to the Company’s Bylaws and by resolution adopted by a majority of all the Directors, the Board may designate, from and among its members, an executive committee and one or more other committees and appoint one or more Independent Directors to serve on them. These committees generally address issues that, due to their complex and technical nature, require a certain level of attention to ensure effective corporate governance.

Initial Committees. The Board shall appoint the following initial committees, those of which are served only by Independent Directors:

1. The Audit Committee;

2. The Nominating and Governance Committee; and

3. The Compensation Committee.

Committee Charter. Notwithstanding the Company’s Bylaws, each Committee shall operate under a written charter approved by the Board in accordance with New York Stock Exchange (NYSE) Corporate Governance Listing Standards.

Annual Evaluation of each Committee. Each Committee will conduct a self-evaluation of their performance at least annually.