Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") represented Genome Dx Therapeutics Inc. ("GenomeDx" or "GDT"), a Delaware corporation headquartered in South San Francisco, California, as issuer's counsel in connection with a private placement of $40,000,000 in aggregate principal amount of senior unsecured convertible promissory notes (the "Notes") to three existing institutional investors: Pinna

II. Description of the Issuer Full Legal Name: Genome Dx Therapeutics Inc. Entity Type: Corporation incorporated under the laws of the State of Delaware on March 14, 2017. The company's Delaware file number is 6347821. GenomeDx was organized as a Delaware corporation from inception and has maintained its corporate existence in good standing since its date of incorporation. Registered Agent: Capitol Registered Agents,

III. Capitalization (Pre-Closing) As of immediately prior to the closing of this transaction, GenomeDx's capitalization on a fully diluted basis consisted of 48,250,000 shares, as set forth in the table below: Reconciliation: 12,400,000 + 6,850,000 + 11,500,000 + 14,000,000 + 3,500,000 = 48,250,000 shares. The fully diluted share count of 48,250,000 is used as the denominator for purposes of calculating the Valuation

IV. The Purchasers A. Pinnacle BioVentures Fund III, L.P. (Lead Investor) Pinnacle BioVentures Fund III, L.P. ("Pinnacle") is a Delaware limited partnership whose general partner is Pinnacle BioVentures Management III, LLC, a Delaware limited liability company. Pinnacle's principal office is located at 101 Federal Street, 26th Floor, Boston, Massachusetts 02110. Pinnacle is a life sciences–focused venture capital fun

V. Investors' Counsel Firm: Whitfield, Greer & Cavanaugh LLP ("WGC") Address: 1251 Avenue of the Americas, 34th Floor, New York, New York 10020 Lead Partner: Elizabeth Hargrove Senior Associate: James Petrosian WGC represented all three Purchasers as a group in the transaction. The decision to engage a single law firm to represent all three investors was made by the Purchasers prior to C&H's involvement and reflected

VI. Key Terms of the Notes A. Security The Notes are senior unsecured convertible promissory notes of GenomeDx. The Notes were issued pursuant to the Note Purchase Agreement dated April 9, 2024, by and among GenomeDx and the Purchasers. The Notes are unsecured obligations and are not guaranteed by any subsidiary or affiliate of GenomeDx. GenomeDx does not currently have any subsidiaries. The Notes rank senior to all

VII. Key Covenants The NPA contains a number of affirmative and negative covenants applicable to GenomeDx during the period in which any Notes remain outstanding. The key covenants are summarized below. A. Information Rights GenomeDx is required to provide the following financial information to each holder of Notes: • Quarterly unaudited financial statements: To be delivered within 45 days following the end of each f

VIII. Transaction Timeline and Key Dates The following table sets forth the material dates and events in the transaction timeline from engagement through post-closing: The total elapsed time from engagement to closing was approximately 56 days (February 26 to April 22, 2024). The total elapsed time from term sheet execution to closing was approximately 42 days (March 11 to April 22, 2024). The negotiation and draftin

IX. Closing Delay and Resolution The closing of the transaction was delayed by ten calendar days from the original target closing date of April 12, 2024, to the actual closing date of April 22, 2024. The delay was attributable to two discrete issues, each of which required resolution prior to the satisfaction of the closing conditions set forth in the NPA. Neither issue was a substantive legal or commercial concern,

X. Key Negotiation Issues This section summarizes the principal issues that were the subject of negotiation between C&H (on behalf of GenomeDx) and WGC (on behalf of the Purchasers) during the drafting and negotiation of the NPA and the form of Note. The economic terms that were substantially agreed upon at the term sheet stage (i.e., the valuation cap, conversion discount, and interest rate) are noted for completene

XI. Closing Deliverables Summary The following is a comprehensive list of all closing deliverables executed and/or delivered at or prior to the closing on April 22, 2024:

1. Note Purchase Agreement — Executed by GenomeDx and each of the three Purchasers, dated April 9, 2024. Original executed copies delivered to each party and to C&H for the deal file.

2. Convertible Promissory Notes — Three individually executed Notes in the following principal amounts: (a) $22,000,000 Note payable to Pinnacle BioVentures Fund III, L.P. (b) $12,000,000 Note payable to Cormorant Health Capital Partners, L.P. (c) $6,000,000 Note payable to Alder Creek Life Sciences Fund II, L.P.

3. Disclosure Schedules — Final version (reflecting all updates through April 22, 2024), attached to and incorporated by reference into the NPA.

4. Board Written Consent — Unanimous written consent of the Board of Directors of GenomeDx dated April 5, 2024, approving the transaction and authorizing the execution and delivery of the NPA, the Notes, and all ancillary transaction documents (with Jonathan Merriweather recused).

5. Officers' Certificate — Dated April 22, 2024, executed by Dr. Marcus Avellino (CEO) and Diane Kowalski (CFO), certifying (among other things) the accuracy and completeness of representations and warranties, the satisfaction of closing conditions, and the absence of any material adverse change since the date of the most recent audited financial statements.

6. Secretary's Certificate — Dated April 22, 2024, executed by Priya Raghunathan (General Counsel and Corporate Secretary), attaching certified copies of (a) the Restated Certificate of Incorporation of GenomeDx, (b) the Bylaws of GenomeDx, and (c) the Board Written Consent dated April 5, 2024, and certifying the incumbency and authority of the officers executing the transaction documents.

7. Legal Opinion of Calderwood & Harkness LLP — Dated April 22, 2024, addressed to GenomeDx and the Purchasers, covering the following matters: (a) due organization and good standing of GenomeDx in Delaware, (b) corporate authorization of the transaction, (c) enforceability of the NPA and the Notes, (d) no conflicts with the certificate of incorporation, bylaws, or applicable law, (e) availability of the exemption fr

8. Delaware Certificate of Good Standing — Refreshed certificate dated April 19, 2024, issued by the Secretary of State of the State of Delaware.

9. California Certificate of Good Standing — Certificate of status issued by the California Secretary of State, confirming GenomeDx's qualification and good standing as a foreign corporation in California.

10. Funds Flow Memorandum — Prepared by C&H and distributed to all parties, reflecting the wire transfer instructions and funds flow for the aggregate purchase price of $40,000,000, with all funds directed to the escrow account at Meridian Pacific Bank, N.A., Trust Account No. 7841-0093-22, for subsequent release to GenomeDx's operating account.

11. Wire Transfer Confirmations — Wire transfer confirmations from each of the three Purchasers evidencing the transfer of funds to the escrow account in the amounts of $22,000,000 (Pinnacle), $12,000,000 (Cormorant), and $6,000,000 (Alder Creek).

12. Accredited Investor Questionnaires — Completed and executed accredited investor questionnaires from each of the three Purchasers, confirming their status as accredited investors within the meaning of Rule 501(a) of Regulation D. All closing deliverables were reviewed and approved by the engagement team prior to closing. Original executed copies of all documents were collected and assembled into the closing binder

XII. Escrow and Funds Flow Escrow Agent/Paying Agent: Meridian Pacific Bank, N.A., a national banking association headquartered in San Francisco, California. Contact: Colin Driscoll, Vice President, Capital Markets Services, Meridian Pacific Bank, N.A. Escrow Account: Trust Account No. 7841-0093-22, maintained at Meridian Pacific Bank, N.A., 350 Sansome Street, 12th Floor, San Francisco, California 94104. The funds f

XIII. Post-Closing Obligations A. Regulatory Filings Form D: GenomeDx filed a Form D with the U.S. Securities and Exchange Commission on April 24, 2024, within the 15-day filing window following the first sale of securities in the offering. The Form D was prepared by C&H and filed electronically through the SEC's EDGAR system. The Form D reports the placement as a new offering of convertible promissory notes pursuant

XIV. Use of Proceeds The gross proceeds of the placement total $40,000,000. GenomeDx has represented in the NPA that the proceeds will be used for the following purposes: The use of proceeds descriptions are approximate and are subject to reallocation by GenomeDx's management and board of directors in their discretion, provided that the proceeds are used for purposes consistent with the company's business as describe

XV. Governing Law and Jurisdiction The NPA and the Notes are governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. The NPA provides for the exclusive jurisdiction of the Court of Chancery of the State of Delaware for the resolution of any disputes arising out of or re

XVI. Fee and Billing Information C&H's engagement in this matter is governed by the engagement letter dated February 26, 2024, executed by GenomeDx (by Priya Raghunathan, General Counsel). The key terms of the fee arrangement are as follows: Fee Arrangement: Hourly rates, billed monthly in arrears. Estimated Fee Budget: $175,000 to $225,000 for the transaction from engagement through closing and post-closing filings.

XVII. Document Retention The complete closing binder for this transaction, including fully executed originals and certified copies of all transaction documents, ancillary closing deliverables, and correspondence, has been compiled by the engagement team and provided to Priya Raghunathan, General Counsel and Corporate Secretary of GenomeDx. The closing binder was delivered on April 22, 2024, following the completion o