Contract analysis

Section 1. Definitions As used in this Note, the following terms shall have the following meanings: "Change of Control" means (a) any merger, consolidation, or reorganization of the Company with or into another entity (whether or not the Company is the surviving entity) in which the stockholders of the Company immediately prior to such transaction hold, in the aggregate, less than fifty percent (50%) of the voting po

Section 2. Interest 2(a). Interest shall accrue on the outstanding principal amount of this Note at a rate of seven percent (7.00%) per annum (700 basis points), commencing on the Date of Issuance (September 12, 2025) and continuing until the earlier of (i) the date on which this Note is converted in accordance with Section 4, (ii) the date on which this Note is repaid in full in accordance with Section 3 or Section

Section 3. Maturity; Repayment 3(a). Maturity Date. Unless this Note has been earlier converted in accordance with Section 4 or prepaid in accordance with Section 5, all outstanding principal, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Maturity Date (March 12, 2027). All payments of principal and interest due hereunder shall be made in lawful money of the United Sta

Section 4. Conversion 4(a). Automatic Conversion upon Qualified Financing. Upon the closing of a Qualified Financing, the entire outstanding principal amount of this Note, together with all accrued and unpaid interest thereon as of the date of such closing, shall automatically convert, without any further action by the Holder, into that number of fully paid and nonassessable shares of the series of Preferred Stock so

Section 5. Prepayment 5(a). The Company may, at its option, prepay this Note in whole or in part at any time prior to the Maturity Date; provided, however, that (i) the Company shall provide the Holder with not less than fifteen (15) days' prior written notice of its intention to prepay (a "Prepayment Notice"), which Prepayment Notice shall specify the aggregate principal amount to be prepaid and the proposed date of

Section 6. Unsecured Obligation 6(a). This Note is a general unsecured obligation of the Company, ranking in right of payment behind all Senior Indebtedness (as defined in Section 8) and pari passu with all other Notes issued under the Purchase Agreement. 6(b). This Note is not secured by any collateral, lien, pledge, charge, or security interest in or on any property or assets of the Company or any of its subsidiari

Section 7. Most Favored Nation 7(a). If the Company, at any time while any Notes remain outstanding and prior to the closing of a Qualified Financing, issues any convertible promissory notes, Simple Agreements for Future Equity ("SAFEs"), or similar convertible debt or equity instruments to any person or entity (each, a "Subsequent Instrument") on terms that are, taken as a whole, more favorable to the holder of such

Section 8. Subordination 8(a). The indebtedness evidenced by this Note, including all principal and accrued and unpaid interest hereon, is hereby expressly subordinated in right of payment, to the extent and in the manner set forth in this Section 8, to all Senior Indebtedness of the Company. 8(b). "Senior Indebtedness" means all indebtedness of the Company for borrowed money (whether now existing or hereafter incurr

Section 9. Events of Default 9(a). Events of Default Defined. Each of the following events shall constitute an "Event of Default" under this Note: (i) Payment Default. The Company fails to pay any amount of principal or interest due under this Note when due and payable (whether at the Maturity Date, upon acceleration, or otherwise), and such failure continues for five (5) business days after written notice thereof fr

Section 10. Representations and Covenants of the Company 10(a). Incorporation of Representations and Warranties. The representations and warranties of the Company set forth in the Purchase Agreement are hereby incorporated herein by this reference as if fully set forth in this Note. The Company acknowledges that the Holder is relying on such representations and warranties in accepting this Note and investing in the C

Section 11. Transfer Restrictions 11(a). This Note may not be sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of by the Holder without the prior written consent of the Company, which consent may be withheld in the Company's sole and absolute discretion; provided, however, that the Holder may, without the Company's prior written consent, transfer this Note to: (i) an Affiliate of the Holder (

Section 12. Governing Law; Jurisdiction 12(a). This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 12(b). Each of the Company

Section 13. Waiver 13(a). The Company hereby waives presentment for payment, demand for payment, notice of dishonor, protest, notice of protest, and all other notices and demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, to the fullest extent permitted by applicable law. 13(b). No failure or delay by the Holder in exercising any right, power, or remedy under this

Section 14. Amendment 14(a). This Note may be amended, modified, supplemented, or waived only by a written instrument signed by the Company and the Majority Holders; provided, however, that no amendment, modification, supplement, or waiver that adversely and disproportionately affects any particular Holder relative to the other Holders (including, without limitation, any amendment that would reduce the principal amou

Section 15. Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Note shall be in writing and shall be delivered as follows: If to the Company: Genome Dx Therapeutics Inc. 4710 Torrey Pines Road, Suite 300 San Diego, California 92130 Attention: Marcus Eaton, Chief Financial Officer Email: meaton@genomedxtx.com with a copy (which shall no

Section 16. Severability If any provision of this Note is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The remai

Section 17. Successors and Assigns This Note shall be binding upon and inure to the benefit of the Company and the Holder and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns (as provided in Section 11). Nothing in this Note, express or implied, is intended to or shall confer upon any person or entity other than the Company and the Holder any right, benefit,

Section 18. Entire Agreement This Note, together with the Purchase Agreement and the other Notes issued thereunder, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties hereto with respect to such subject matter. Ther

Section 19. No Stockholder Rights The Holder, solely by virtue of holding this Note, shall not be deemed to be a stockholder of the Company for any purpose and shall not be entitled to any rights of a stockholder of the Company, including, without limitation, (a) the right to vote on any matter submitted to a vote of the stockholders of the Company, (b) the right to receive dividends or other distributions, (c) the r