Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") is pleased to confirm our engagement by Genome Dx Therapeutics Inc. ("GenomeDx" or the "Company") in connection with the matter referenced above. We appreciate the confidence you and the Company have placed in our Firm, and we look forward to working with you on this transaction. The Firm will serve as issuer's counsel to GenomeD

2. Scope of Representation The Firm will represent GenomeDx as issuer's counsel in connection with the proposed issuance and sale by the Company of convertible promissory notes (the "Notes") in an aggregate principal amount of up to Eight Million Dollars ($8,000,000) to a group of insider purchasers, which we understand will consist of certain officers, directors, and an affiliated fund of the Company (collectively,

3. Identification of Client It is important that the parties clearly understand the identity of our client in this matter. Calderwood & Harkness LLP represents only Genome Dx Therapeutics Inc. — the corporate entity — in connection with this Financing. The Firm does not and will not represent any of the individual or entity noteholders or Purchasers in connection with this transaction, including any officer, director

4. Engagement Team The Firm has assembled the following team of attorneys to handle this engagement: Howard Quinn will serve as the Responsible Partner for this matter and will have overall supervisory responsibility for the engagement, including maintaining the Firm's relationship with the Company. Ms. Schultz will serve as the day-to-day point of contact from the Firm's side and will be responsible for driving the

5. Fee Arrangement Billing Basis. Our fees for this engagement will be calculated on an hourly basis at the rates set forth in Section 4 above. These rates are the Firm's standard rates for the identified attorneys as of the date of this Engagement Letter and are subject to adjustment on an annual basis, typically effective January 1 of each calendar year. In the event that this engagement extends beyond December 31,

6. Conflicts of Interest Calderwood & Harkness LLP has conducted a comprehensive conflicts check in connection with this proposed engagement, including a review of the identities of the Company, its officers and directors, the affiliated fund, and the other known parties to the transaction. Based on the information currently available to us, the Firm is not aware of any conflict of interest that would preclude this e

7. Confidentiality All information provided to the Firm by the Company, or otherwise obtained by the Firm in connection with this engagement, will be treated as confidential and subject to the protections of the attorney-client privilege and the work product doctrine, to the fullest extent permitted by applicable law and the California Rules of Professional Conduct. The Firm will maintain appropriate physical, electr

8. Document Retention The Firm's standard document retention policy provides that client files (including both paper and electronic files) will be maintained by the Firm for a period of seven (7) years following the conclusion of the engagement, whether by completion, termination, or otherwise. After the expiration of the seven-year retention period, the Firm may destroy or dispose of client files, including any copi

9. Termination Either the Company or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by the Company, the Firm will cease work on the matter promptly upon receipt of the Company's written notice of termination, subject to the Firm's professional obligations to take reasonable steps to protect the Company's interests during t

10. Limitation of Liability To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Company to the

11. Governing Law; Jurisdiction This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-laws principles that would require the application of the laws of any other jurisdiction. The attorney-client relationship established by this Engagement Letter shall also be subject to the California Rules of Professional Conduct as promulgate

12. Acceptance and Counterparts We hope this Engagement Letter accurately reflects your understanding of the terms of our engagement. If the foregoing terms are acceptable to the Company, we respectfully request that you sign and return a copy of this letter to the undersigned at your earliest convenience. Your signature below will confirm the Company's agreement to the terms and conditions set forth herein and will