Contract analysis

I. Executive Summary This memorandum provides a comprehensive summary of the proposed convertible note bridge financing (the "Transaction") by Genome Dx Therapeutics Inc. ("GenomeDx" or the "Company"), a Delaware corporation headquartered at 4710 Torrey Pines Road, Suite 300, San Diego, California 92130. The Company proposes to issue convertible promissory notes (the "Notes") in an aggregate principal amount of Eight

II. Parties A. Issuer. Genome Dx Therapeutics Inc. is the issuer of the Notes. The Company is a corporation organized under the laws of the State of Delaware, having been incorporated on or about 2018. The Company's Federal Employer Identification Number ("EIN") is 84-3921076. GenomeDx is registered to do business in the State of California and maintains its principal executive offices at 4710 Torrey Pines Road, Suit

III. Capitalization Overview (Pre-Note) The following is a summary of the Company's capitalization as of the date of this memorandum, prior to giving effect to the issuance of the Notes and any future conversion thereof. This summary is based on information provided by the Company's General Counsel, Priya Raghavan, and the Company's transfer agent, Meridian Transfer Services Inc., and has not been independently verif

IV. Key Economic Terms of the Convertible Notes The following is a detailed summary of the material economic terms of the Notes, as set forth in the NPA and the form of Convertible Promissory Note attached thereto as Exhibit A. This summary is qualified in its entirety by reference to the definitive Transaction documents. A. Principal and Interest The aggregate principal amount of the Notes is Eight Million Dollars (

1. Automatic Conversion Upon Qualified Financing. A "Qualified Financing" is defined in the NPA as the next bona fide round of equity financing by the Company yielding aggregate gross proceeds to the Company of at least Twenty-Five Million Dollars ($25,000,000), exclusive of any proceeds attributable to the conversion of the Notes themselves and exclusive of any proceeds from the conversion of any other outstanding c

2. Optional Conversion at Maturity (No Qualified Financing). In the event that no Qualified Financing has occurred on or before the Maturity Date, the Majority Holders (as defined above, holders of more than $4,000,000 in aggregate principal amount of outstanding Notes) may elect to convert all outstanding Notes into shares of a newly created series of Preferred Stock designated as "Series B-1 Preferred Stock." This

3. Change of Control Conversion / Repayment. In the event of a "Change of Control" (as defined in the NPA, generally including a merger, consolidation, sale of substantially all assets, or transfer of a majority of the Company's voting power) occurring prior to conversion of the Notes, each individual Noteholder may elect, at such Noteholder's sole discretion, one of the following two alternatives: (i) Repayment at 2

V. Securities Law Analysis The offering and sale of the Notes is being conducted as a private placement exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"). The Company is relying on the exemption from registration provided by Section 4(a)(2) of the Securities Act (the statutory exemption for transactions by an issuer not involving any public offerin

VI. Consent and Governance Requirements A. Board Approval The issuance of the Notes pursuant to the NPA requires the approval of the Board of Directors of GenomeDx. Given the insider nature of the Transaction, the approval process was conducted with heightened attention to corporate governance best practices and compliance with the DGCL's interested-director transaction provisions (Section 144). Three of the five mem

VII. Conflict-of-Interest Analysis A. Nature of the Conflicts This Transaction presents significant related-party considerations that warrant careful analysis and documentation. The Transaction is, in its entirety, an insider transaction: three of the Company's five directors and/or their affiliated entities are on both sides of the Transaction — as fiduciaries of the Company on one hand and as purchasers of Notes fr

VIII. Key Transaction Documents The following is a list of the principal documents to be executed and/or delivered in connection with the closing of the Transaction, together with a brief description of each:

1. Note Purchase Agreement (dated September 12, 2025). The principal transaction document governing the issuance and sale of the Notes. The NPA sets forth the terms and conditions of the offering, including the representations and warranties of the Company and each Purchaser, the covenants of the Company (including the financial information delivery obligations), the conditions precedent to closing, the conversion me

2. Form of Convertible Promissory Note (Exhibit A to the NPA). The form of note instrument evidencing the Company's obligation to repay the principal amount and accrued interest, and setting forth the conversion, prepayment, subordination, and other provisions applicable to each individual Note. Four separate Notes will be executed and delivered at closing, one to each Purchaser, in the principal amounts set forth in

3. Schedule of Purchasers (Exhibit B to the NPA). A schedule setting forth the name, address, and commitment amount of each of the four Purchasers. The Schedule of Purchasers is incorporated by reference into the NPA and the form of Note.

4. Action by Written Consent of the Board of Directors (dated September 11, 2025). The written consent in lieu of a meeting by which the disinterested directors of GenomeDx approved the Transaction. The written consent reflects the recusal of the three interested directors (Dr. Vasquez, Dr. Osei, and Mr. Calloway) and the unanimous approval of the two disinterested directors (Nadia Chowdhury and Dr. Renata Moss). The

5. Written Consent of Holders of Series B Preferred Stock (dated September 10, 2025). The written consent of Stonebridge Capital Partners Fund III, L.P., as the holder of a majority of the outstanding Series B Preferred Stock, consenting to the Company's incurrence of indebtedness in excess of $2,000,000 as required under Section [_] of the Series B IRA. Signed by James Calloway as Managing Partner of Stonebridge Cap

6. Written Consent of Holders of Series A Preferred Stock (dated September 10, 2025). The written consent of Whitepine Ventures Fund II, L.P., as the holder of a majority of the outstanding Series A Preferred Stock, consenting to the Company's incurrence of indebtedness in excess of $5,000,000 as required under Section [_] of the Series A IRA. Signed by Nadia Chowdhury as Managing Director of Whitepine Ventures Manag

7. Secretary's Certificate (dated September 12, 2025). A certificate executed by Priya Raghavan, in her capacity as the Company's General Counsel and acting Secretary, certifying as to (a) the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (attaching copies thereof), (b) the Board written consent authorizing the Transaction, (c) the incumbency and specimen signatures of th

8. Legal Opinion of Calderwood & Harkness LLP (dated September 12, 2025). A legal opinion letter addressed to the Purchasers, delivered by this firm on behalf of the Company. The opinion letter will opine as to, among other things, (a) the due incorporation and valid existence of the Company under the laws of the State of Delaware, (b) the valid authorization of the Transaction by all necessary corporate action, (c)

9. Wire Transfer Instructions / Funds Flow Memorandum. A memorandum setting forth the wire transfer instructions for each incoming wire from the four Purchasers to the Company's designated operating account, including the Company's bank name, account number, ABA routing number, and reference information. The funds flow is direct from the Purchasers to the Company; no escrow account or third-party intermediary is bein

10. Closing Checklist. A comprehensive closing checklist prepared by Omar Siddiqui, Working Associate, itemizing all deliverables required for the closing, including executed documents, certificates, consents, questionnaires, wire confirmations, and post-closing items, with the current status of each item.

11. Accredited Investor Questionnaires. Individual accredited investor questionnaires to be completed and executed by each of the four Purchasers, confirming their status as "accredited investors" under Rule 501(a) of Regulation D and providing the factual basis for such qualification. One questionnaire is required from each of Dr. Vasquez, Dr. Osei, Mr. Calloway (in his individual capacity), and Stonebridge Capital

IX. Timeline of Key Dates The following table summarizes the key dates in the history of the Company and the Transaction:

X. Engagement and Fee Summary Calderwood & Harkness LLP was engaged as counsel to GenomeDx (as issuer's counsel) in connection with the Transaction pursuant to an engagement letter dated September 8, 2025, addressed to Priya Raghavan, General Counsel of GenomeDx. The engagement is assigned Matter Number 1013-00003. The fee arrangement for the Transaction is as follows: Fee Cap: The firm's fees for the Transaction are