[sheet: Closing Checklist]

Item No.

GENOME DX THERAPEUTICS INC. — SERIES C BRIDGE LOAN

$15,000,000 Senior Secured Bridge Credit Facility

Signing Date: March 6, 2026	Estimated Funding Date: March 13, 2026
Pinnacle Internal Ref: PVLC-2026-LSL-0047	C&H Matter No.: 14892.003

SECTION A — TRANSACTION DOCUMENTS

A-1	Transaction Documents	Bridge Loan Agreement — Senior Secured Bridge Credit Agreement among Genome Dx Therapeutics Inc. (Borrower), Pinnacle Venture Lending Corp. (Administrative Agent and Lender), Cobalt Life Sciences Fund III, L.P. (Lender), and Pacific Fiduciary Services Inc. (Collateral Agent); $15,000,000 facility; interest at 6.00% p.a.; maturity March 6, 2027	Calderwood & Harkness LLP / Hargrove, Finch & Calloway LLP	March 6, 2026	Executed	March 6, 2026	Execution version circulated March 3, 2026; signed by all parties on Signing Date
A-2	Transaction Documents	Security Agreement — between Genome Dx Therapeutics Inc. (Grantor) and Pacific Fiduciary Services Inc. (Collateral Agent), granting first-priority security interest in substantially all Borrower assets (excluding Ridgeline Priority Collateral)	Calderwood & Harkness LLP / Hargrove, Finch & Calloway LLP	March 6, 2026	Executed	March 6, 2026	Covers IP, accounts receivable, equipment (subject to intercreditor), deposit accounts, general intangibles, instruments
A-3	Transaction Documents	IP Security Agreement (Short-Form, for USPTO Recording) — Patent and trademark security agreement between Genome Dx Therapeutics Inc. and Pacific Fiduciary Services Inc. (Collateral Agent); covers 14 issued U.S. patents and 7 pending PCT applications	Calderwood & Harkness LLP	March 6, 2026	Executed	March 6, 2026	To be recorded with USPTO; see Item C-5
A-4	Transaction Documents	Warrant Agreement — Pinnacle Venture Lending Corp. — Common Stock Purchase Warrant for 137,614 shares at exercise price equal to lesser of $2.18 (Series B price) or 80% of Series C price per share; 10-year term; 3.00% warrant coverage on $10,000,000 commitment ($300,000 value)	Calderwood & Harkness LLP	March 6, 2026	Executed	March 6, 2026	Warrant shares calculated: 3.00% × $10,000,000 = $300,000 ÷ $2.18 = 137,614 shares (rounded down)
A-5	Transaction Documents	Warrant Agreement — Cobalt Life Sciences Fund III, L.P. — Common Stock Purchase Warrant for 68,807 shares at exercise price equal to lesser of $2.18 (Series B price) or 80% of Series C price per share; 10-year term; 3.00% warrant coverage on $5,000,000 commitment ($150,000 value)	Calderwood & Harkness LLP	March 6, 2026	Executed	March 6, 2026	Warrant shares calculated: 3.00% × $5,000,000 = $150,000 ÷ $2.18 = 68,807 shares (rounded down); total warrant shares (both lenders): 206,421
A-6	Transaction Documents	Intercreditor Agreement — among Pinnacle Venture Lending Corp. (as Administrative Agent), Ridgeline Capital Partners LLC (existing equipment lender, $3,200,000 outstanding, maturing December 2027), and Genome Dx Therapeutics Inc. (Borrower); acknowledged by Pacific Fiduciary Services Inc. (Collateral Agent)	Calderwood & Harkness LLP / Hargrove, Finch & Calloway LLP / Whitfield & Pratt LLP	March 6, 2026	Executed	March 6, 2026	Ridgeline retains first priority on Ridgeline Priority Collateral (identified equipment and related proceeds); Pinnacle holds first priority on Bridge Priority Collateral (all other assets); cross-lien subordination on respective junior collateral. Ridgeline counsel: Elena Marchetti, Whitfield & Pratt LLP

SECTION B — CORPORATE DELIVERABLES

B-1	Corporate Deliverables	Officer's Certificate / Secretary's Certificate of Genome Dx Therapeutics Inc. — delivered by Miriam Sato (General Counsel and Secretary), certifying and attaching: (a) board resolutions authorizing the bridge loan transaction; (b) certificate of incorporation (as amended and restated) filed with Delaware Secretary of State; (c) bylaws (as amended); (d) incumbency certificates for Dr. Ananya Mehta (CEO) and Robert Langford (CFO) as authorized signatories	Genome Dx Therapeutics Inc. / Calderwood & Harkness LLP	March 13, 2026	Pending	Draft prepared by C&H; Miriam Sato to execute on or prior to Funding Date
B-2	Corporate Deliverables	Certificate of Good Standing — Delaware Secretary of State for Genome Dx Therapeutics Inc. (DE file no. 7481263)	Genome Dx Therapeutics Inc.	March 13, 2026	Pending	Must be dated within 10 days of Closing Date; order placed with Delaware SOS
B-3	Corporate Deliverables	Certificate of Good Standing / Status — California Secretary of State for Genome Dx Therapeutics Inc. (foreign qualification)	Genome Dx Therapeutics Inc.	March 13, 2026	Pending	Must be dated within 10 days of Closing Date; order placed with California SOS

SECTION C — PERFECTION DELIVERABLES

C-1	Perfection Deliverables	UCC-1 Financing Statement — filing with Delaware Secretary of State (primary jurisdiction of incorporation); Debtor: Genome Dx Therapeutics Inc.; Secured Party: Pacific Fiduciary Services Inc. (as Collateral Agent)	Calderwood & Harkness LLP	March 13, 2026	Pending	To be filed on or prior to Funding Date; filing fee to be advanced by C&H
C-2	Perfection Deliverables	UCC-1 Financing Statement — protective filing with California Secretary of State; Debtor: Genome Dx Therapeutics Inc.; Secured Party: Pacific Fiduciary Services Inc. (as Collateral Agent)	Calderwood & Harkness LLP	March 13, 2026	Pending	Protective filing in state of Borrower's principal place of business
C-3	Perfection Deliverables	Deposit Account Control Agreement (DACA) — First Basin National Bank, Operating Account (Acct ****7834), South San Francisco branch; among First Basin National Bank, Genome Dx Therapeutics Inc., and Pacific Fiduciary Services Inc.	Genome Dx Therapeutics Inc. / First Basin National Bank / Pacific Fiduciary Services Inc.	March 13, 2026	Pending	DACA form provided to First Basin; awaiting bank execution; Rob Langford coordinating with First Basin
C-4	Perfection Deliverables	Deposit Account Control Agreement (DACA) — First Basin National Bank, Payroll Account (Acct ****2091); among First Basin National Bank, Genome Dx Therapeutics Inc., and Pacific Fiduciary Services Inc.	Genome Dx Therapeutics Inc. / First Basin National Bank / Pacific Fiduciary Services Inc.	March 13, 2026	Pending	Same form as Item C-3; to be executed concurrently
C-5	Perfection Deliverables	USPTO Recording — Short-form IP Security Agreement (Item A-3) to be recorded with U.S. Patent and Trademark Office covering 14 issued U.S. patents and 7 pending PCT applications	Calderwood & Harkness LLP	March 13, 2026	Pending	Filing to be submitted electronically; recording fee applies; GenomeDx patent portfolio fully assigned to Borrower and subject to negative pledge under existing Ridgeline facility

SECTION D — LEGAL OPINIONS

D-1	Legal Opinions	Legal Opinion of Calderwood & Harkness LLP (Borrower's Counsel) — addressed to Pinnacle Venture Lending Corp. (as Administrative Agent), Cobalt Life Sciences Fund III, L.P. (as Lender), and Pacific Fiduciary Services Inc. (as Collateral Agent); covering due organization and good standing (DE and CA), corporate power and authority, due authorization, enforceability (subject to customary qualifications), no violation of charter/bylaws/material agreements, perfection of security interests under California UCC upon UCC-1 filing, and California governing law	Calderwood & Harkness LLP (Ian Blackwood, Partner)	March 13, 2026	Pending	Draft opinion under review; to be signed by Ian Blackwood and delivered at Closing
D-2	Legal Opinions	Legal Opinion of Hargrove, Finch & Calloway LLP (Lenders' Counsel) — internal opinion for benefit of Lenders	Hargrove, Finch & Calloway LLP (Kate Hargrove, Partner)	March 13, 2026	Pending	Lenders' counsel internal deliverable; C&H not responsible for preparation; Jaylen Torres coordinating

SECTION E — INSURANCE

E-1	Insurance	Certificate of Insurance — Directors & Officers (D&O) Liability Insurance; Carrier: Sentinel Specialty Insurance Co.; Policy Limit: $10,000,000	Genome Dx Therapeutics Inc.	March 13, 2026	Pending	Rob Langford to request certificate from Sentinel Specialty Insurance Co. naming Lenders and Collateral Agent as additional insureds / loss payees as applicable
E-2	Insurance	Certificate of Insurance — General Commercial Liability Insurance; Carrier: Commonwealth Mutual Insurance Group; Policy Limit: $5,000,000	Genome Dx Therapeutics Inc.	March 13, 2026	Pending	Rob Langford to request certificate from Commonwealth Mutual Insurance Group

SECTION F — FINANCIAL STATEMENTS

F-1

SECTION G — FEES

G-1	Fees	Commitment Fee — 1.00% of aggregate commitments = $150,000; Pinnacle share: $100,000 (1.00% × $10,000,000); Cobalt share: $50,000 (1.00% × $5,000,000); payable at Closing	Genome Dx Therapeutics Inc.	March 13, 2026	Pending	To be netted from loan proceeds at funding per Funds Flow Memorandum
G-2	Fees	Administrative Agent Fee — $25,000 per annum; payable to Pinnacle Venture Lending Corp. in its capacity as Administrative Agent; due at Closing and on each anniversary	Genome Dx Therapeutics Inc.	March 13, 2026	Pending	First annual payment of $25,000 due at Closing; to be netted from loan proceeds per Funds Flow Memorandum
G-3	Fees	Lenders' Counsel Fees — Reimbursement of reasonable and documented fees and expenses of Hargrove, Finch & Calloway LLP; capped at $175,000 for initial closing	Genome Dx Therapeutics Inc.	March 13, 2026	Pending	Invoice to be submitted by HFC; GenomeDx responsible per Bridge Loan Agreement; to be disbursed at Closing per Funds Flow Memorandum

SECTION H — MISCELLANEOUS

H-1	Miscellaneous	Lien Search Results — UCC (Delaware SOS and California SOS), federal tax lien, judgment lien, and IP (USPTO/patent and trademark) searches against Genome Dx Therapeutics Inc.; EIN 82-4917263; results must show no liens other than Permitted Liens (including existing Ridgeline equipment financing lien)	Calderwood & Harkness LLP	March 13, 2026	Pending	Search orders placed; expect results within 3–5 business days; existing Ridgeline lien on specifically identified equipment is a Permitted Lien
H-2	Miscellaneous	Verdana Health Ventures Comfort Letter — Non-binding letter from Verdana Health Ventures Fund II, L.P. expressing intent to participate in the anticipated Series C Equity Financing (target $60M–$75M; indicative pre-money ~$140M)	Verdana Health Ventures Fund II, L.P. (Julia Engström, Partner)	March 13, 2026	Received	February 28, 2026	Comfort letter only; not a guarantee; Verdana holds ~24.6% FD equity in GenomeDx; board observer seat held by Julia Engström
H-3	Miscellaneous	Funds Flow Memorandum — Wire instructions and allocation of closing disbursements; sources: Pinnacle ($10,000,000) and Cobalt ($5,000,000) wiring to Pacific Fiduciary Services Inc. for disbursement; uses: net proceeds to GenomeDx operating account at First Basin National Bank (Acct ****7834), commitment fee, admin agent fee, lenders' counsel fees	Calderwood & Harkness LLP	March 13, 2026	Pending	Draft circulated; awaiting confirmation of wire instructions from all parties; David Nakamura (PFS) to confirm Collateral Agent account details
H-4	Miscellaneous	Closing Letter to Client — Letter from Ian Blackwood (C&H) to Miriam Sato (GenomeDx) confirming signing, outlining remaining deliverables and anticipated funding timeline	Calderwood & Harkness LLP	March 6, 2026	Executed	March 6, 2026	Delivered to Miriam Sato with copies to Dr. Ananya Mehta and Rob Langford

STATUS SUMMARY

Executed: 8 items

[sheet: Key Contacts]

Party	Role	Contact Name	Title	Organization	Address	Email	Phone
Borrower	CEO & Co-Founder	Dr. Ananya Mehta, PhD	CEO	Genome Dx Therapeutics Inc.	450 Genome Way, Suite 300, South San Francisco, CA 94080	[email]	[phone]
Borrower	CFO	Robert "Rob" Langford, CPA	CFO	Genome Dx Therapeutics Inc.	450 Genome Way, Suite 300, South San Francisco, CA 94080	[email]	[phone]
Borrower	General Counsel / Secretary	Miriam Sato	General Counsel	Genome Dx Therapeutics Inc.	450 Genome Way, Suite 300, South San Francisco, CA 94080	[email]	[phone]
Borrower (Board)	Lead Independent Director	Dr. Harold Voss, MD	Lead Independent Director	Genome Dx Therapeutics Inc. (Board)	[email]	[phone]
Administrative Agent / Lender	Deal Lead	Marcus Reinhardt	Managing Director, Life Sciences Lending	Pinnacle Venture Lending Corp.	2200 Sand Hill Road, Suite 400, Menlo Park, CA 94025	[email]	[phone]
Participating Lender	Deal Contact	Priya Anand	Partner	Cobalt Life Sciences Fund III, L.P. / Cobalt Capital Management III LLC	600 Lexington Avenue, 22nd Floor, New York, NY 10022	[email]	[phone]
Existing Equipment Lender	Portfolio Management	Thomas Wylie	Vice President, Portfolio Management	Ridgeline Capital Partners LLC	100 Federal Street, Suite 3600, Boston, MA 02110	[email]	[phone]
Collateral Agent	Corporate Trust	David Nakamura	Vice President, Corporate Trust	Pacific Fiduciary Services Inc.	350 Mission Street, Suite 1200, San Francisco, CA 94105	[email]	[phone]
Depository Bank	Banking	First Basin National Bank	First Basin National Bank	South San Francisco, CA	[email]	[phone]
Borrower's Counsel (Our Firm)	Responsible Partner	Ian Blackwood	Partner, Banking & Finance	Calderwood & Harkness LLP	555 California Street, 40th Floor, San Francisco, CA 94104	[email]	[phone]
Borrower's Counsel (Our Firm)	Billing Partner	Stephanie Okafor	Partner, Banking & Finance	Calderwood & Harkness LLP	555 California Street, 40th Floor, San Francisco, CA 94104	[email]	[phone]
Borrower's Counsel (Our Firm)	Lead Associate	Sophie Tremblay	Associate, Banking & Finance	Calderwood & Harkness LLP	555 California Street, 40th Floor, San Francisco, CA 94104	[email]	[phone]
Borrower's Counsel (Our Firm)	Working Associate	Daniel Obi	Associate, Banking & Finance	Calderwood & Harkness LLP	555 California Street, 40th Floor, San Francisco, CA 94104	[email]	[phone]
Lenders' Counsel	Lead Partner	Catherine "Kate" Hargrove	Partner, Banking & Finance	Hargrove, Finch & Calloway LLP	101 Montgomery Street, Suite 2800, San Francisco, CA 94104	[email]	[phone]
Lenders' Counsel	Senior Associate	Jaylen Torres	Senior Associate, Banking & Finance	Hargrove, Finch & Calloway LLP	101 Montgomery Street, Suite 2800, San Francisco, CA 94104	[email]	[phone]
Ridgeline's Counsel	Partner	Elena Marchetti	Partner	Whitfield & Pratt LLP	One Post Office Square, Suite 4200, Boston, MA 02109	[email]	[phone]
Auditor	Audit Partner	Sandra Cho	Audit Partner	Clearview & Associates LLP	44 Montgomery Street, Suite 3000, San Francisco, CA 94104	[email]	[phone]
Existing Lead Equity Investor	Board Observer	Julia Engström	Partner	Verdana Health Ventures Fund II, L.P.	1800 Embarcadero Road, Suite 210, Palo Alto, CA 94303	[email]	[phone]

[sheet: Key Dates]

Date	Event / Milestone	Status	Notes
January 26, 2026	C&H engagement opened; Matter No. 14892.003	Completed	Calderwood & Harkness LLP retained as Borrower's counsel
February 3, 2026	Initial term sheet circulated by Pinnacle Venture Lending Corp.	Completed	Pinnacle deal ref: PVLC-2026-LSL-0047
February 10, 2026	Term sheet signed by all parties	Completed
February 14, 2026	First draft of Bridge Loan Agreement circulated by C&H to HFC	Completed	Same date as Clearview FY2025 audit opinion
February 14, 2026	Clearview & Associates LLP FY2025 audit opinion issued	Completed	Unqualified opinion with going-concern qualification
February 21, 2026	HFC markup of Bridge Loan Agreement returned	Completed
February 24, 2026	Intercreditor term sheet agreed (Pinnacle / Ridgeline)	Completed
February 28, 2026	Verdana Health Ventures comfort letter received	Completed	Non-binding expression of intent to participate in Series C
March 3, 2026	Final Bridge Loan Agreement circulated	Completed
March 6, 2026	Signing Date — all transaction documents executed	Completed	Bridge Loan Agreement, Security Agreement, IP Security Agreement, Warrant Agreements, Intercreditor Agreement
March 13, 2026	Estimated Closing / Funding Date (T+5 business days from signing)	Upcoming	Subject to satisfaction of all conditions precedent
April 1, 2026	First interest payment due ($75,000 approximate)	Upcoming	Monthly in arrears; first business day of each calendar month
Q3 2026 (Aug–Sep 2026)	Anticipated Series C Equity Financing closing	Target	Target raise $60M–$75M; indicative pre-money ~$140M; potential co-leads: Verdana Health Ventures and Argonaut BioCapital Partners
March 6, 2027	Maturity Date of Bridge Loan	Upcoming	12 months from Signing Date; mandatory prepayment upon equity raise > $20M gross
December 2027	Ridgeline equipment facility maturity	Upcoming	$3,200,000 outstanding

[sheet: Closing Checklist]
Item No. | Category | Description | Responsible Party | Due Date | Status | Date Completed | Comments / Notes
GENOME DX THERAPEUTICS INC. — SERIES C BRIDGE LOAN
$15,000,000 Senior Secured Bridge Credit Facility
Signing Date: March 6, 2026 | Estimated Funding Date: March 13, 2026
Pinnacle Internal Ref: PVLC-2026-LSL-0047 | C&H Matter No.: 14892.003
SECTION A — TRANSACTION DOCUMENTS
A-1 | Transaction Documents | Bridge Loan Agreement — Senior Secured Bridge Credit Agreement among Genome Dx Therapeutics Inc. (Borrower), Pinnacle Venture Lending Corp. (Administrative Agent and Lender), Cobalt Life Sciences Fund III, L.P. (Lender), and Pacific Fiduciary Services Inc. (Collateral Agent); $15,000,000 facility; interest at 6.00% p.a.; maturity March 6, 2027 | Calderwood & Harkness LLP / Hargrove, Finch & Calloway LLP | March 6, 2026 | Executed | March 6, 2026 | Execution version circulated March 3, 2026; signed by all parties on Signing Date
A-2 | Transaction Documents | Security Agreement — between Genome Dx Therapeutics Inc. (Grantor) and Pacific Fiduciary Services Inc. (Collateral Agent), granting first-priority security interest in substantially all Borrower assets (excluding Ridgeline Priority Collateral) | Calderwood & Harkness LLP / Hargrove, Finch & Calloway LLP | March 6, 2026 | Executed | March 6, 2026 | Covers IP, accounts receivable, equipment (subject to intercreditor), deposit accounts, general intangibles, instruments
A-3 | Transaction Documents | IP Security Agreement (Short-Form, for USPTO Recording) — Patent and trademark security agreement between Genome Dx Therapeutics Inc. and Pacific Fiduciary Services Inc. (Collateral Agent); covers 14 issued U.S. patents and 7 pending PCT applications | Calderwood & Harkness LLP | March 6, 2026 | Executed | March 6, 2026 | To be recorded with USPTO; see Item C-5
A-4 | Transaction Documents | Warrant Agreement — Pinnacle Venture Lending Corp. — Common Stock Purchase Warrant for 137,614 shares at exercise price equal to lesser of $2.18 (Series B price) or 80% of Series C price per share; 10-year term; 3.00% warrant coverage on $10,000,000 commitment ($300,000 value) | Calderwood & Harkness LLP | March 6, 2026 | Executed | March 6, 2026 | Warrant shares calculated: 3.00% × $10,000,000 = $300,000 ÷ $2.18 = 137,614 shares (rounded down)
A-5 | Transaction Documents | Warrant Agreement — Cobalt Life Sciences Fund III, L.P. — Common Stock Purchase Warrant for 68,807 shares at exercise price equal to lesser of $2.18 (Series B price) or 80% of Series C price per share; 10-year term; 3.00% warrant coverage on $5,000,000 commitment ($150,000 value) | Calderwood & Harkness LLP | March 6, 2026 | Executed | March 6, 2026 | Warrant shares calculated: 3.00% × $5,000,000 = $150,000 ÷ $2.18 = 68,807 shares (rounded down); total warrant shares (both lenders): 206,421
A-6 | Transaction Documents | Intercreditor Agreement — among Pinnacle Venture Lending Corp. (as Administrative Agent), Ridgeline Capital Partners LLC (existing equipment lender, $3,200,000 outstanding, maturing December 2027), and Genome Dx Therapeutics Inc. (Borrower); acknowledged by Pacific Fiduciary Services Inc. (Collateral Agent) | Calderwood & Harkness LLP / Hargrove, Finch & Calloway LLP / Whitfield & Pratt LLP | March 6, 2026 | Executed | March 6, 2026 | Ridgeline retains first priority on Ridgeline Priority Collateral (identified equipment and related proceeds); Pinnacle holds first priority on Bridge Priority Collateral (all other assets); cross-lien subordination on respective junior collateral. Ridgeline counsel: Elena Marchetti, Whitfield & Pratt LLP
SECTION B — CORPORATE DELIVERABLES
B-1 | Corporate Deliverables | Officer's Certificate / Secretary's Certificate of Genome Dx Therapeutics Inc. — delivered by Miriam Sato (General Counsel and Secretary), certifying and attaching: (a) board resolutions authorizing the bridge loan transaction; (b) certificate of incorporation (as amended and restated) filed with Delaware Secretary of State; (c) bylaws (as amended); (d) incumbency certificates for Dr. Ananya Mehta (CEO) and Robert Langford (CFO) as authorized signatories | Genome Dx Therapeutics Inc. / Calderwood & Harkness LLP | March 13, 2026 | Pending | Draft prepared by C&H; Miriam Sato to execute on or prior to Funding Date
B-2 | Corporate Deliverables | Certificate of Good Standing — Delaware Secretary of State for Genome Dx Therapeutics Inc. (DE file no. 7481263) | Genome Dx Therapeutics Inc. | March 13, 2026 | Pending | Must be dated within 10 days of Closing Date; order placed with Delaware SOS
B-3 | Corporate Deliverables | Certificate of Good Standing / Status — California Secretary of State for Genome Dx Therapeutics Inc. (foreign qualification) | Genome Dx Therapeutics Inc. | March 13, 2026 | Pending | Must be dated within 10 days of Closing Date; order placed with California SOS
SECTION C — PERFECTION DELIVERABLES
C-1 | Perfection Deliverables | UCC-1 Financing Statement — filing with Delaware Secretary of State (primary jurisdiction of incorporation); Debtor: Genome Dx Therapeutics Inc.; Secured Party: Pacific Fiduciary Services Inc. (as Collateral Agent) | Calderwood & Harkness LLP | March 13, 2026 | Pending | To be filed on or prior to Funding Date; filing fee to be advanced by C&H
C-2 | Perfection Deliverables | UCC-1 Financing Statement — protective filing with California Secretary of State; Debtor: Genome Dx Therapeutics Inc.; Secured Party: Pacific Fiduciary Services Inc. (as Collateral Agent) | Calderwood & Harkness LLP | March 13, 2026 | Pending | Protective filing in state of Borrower's principal place of business
C-3 | Perfection Deliverables | Deposit Account Control Agreement (DACA) — First Basin National Bank, Operating Account (Acct ****7834), South San Francisco branch; among First Basin National Bank, Genome Dx Therapeutics Inc., and Pacific Fiduciary Services Inc. | Genome Dx Therapeutics Inc. / First Basin National Bank / Pacific Fiduciary Services Inc. | March 13, 2026 | Pending | DACA form provided to First Basin; awaiting bank execution; Rob Langford coordinating with First Basin
C-4 | Perfection Deliverables | Deposit Account Control Agreement (DACA) — First Basin National Bank, Payroll Account (Acct ****2091); among First Basin National Bank, Genome Dx Therapeutics Inc., and Pacific Fiduciary Services Inc. | Genome Dx Therapeutics Inc. / First Basin National Bank / Pacific Fiduciary Services Inc. | March 13, 2026 | Pending | Same form as Item C-3; to be executed concurrently
C-5 | Perfection Deliverables | USPTO Recording — Short-form IP Security Agreement (Item A-3) to be recorded with U.S. Patent and Trademark Office covering 14 issued U.S. patents and 7 pending PCT applications | Calderwood & Harkness LLP | March 13, 2026 | Pending | Filing to be submitted electronically; recording fee applies; GenomeDx patent portfolio fully assigned to Borrower and subject to negative pledge under existing Ridgeline facility
SECTION D — LEGAL OPINIONS
D-1 | Legal Opinions | Legal Opinion of Calderwood & Harkness LLP (Borrower's Counsel) — addressed to Pinnacle Venture Lending Corp. (as Administrative Agent), Cobalt Life Sciences Fund III, L.P. (as Lender), and Pacific Fiduciary Services Inc. (as Collateral Agent); covering due organization and good standing (DE and CA), corporate power and authority, due authorization, enforceability (subject to customary qualifications), no violation of charter/bylaws/material agreements, perfection of security interests under California UCC upon UCC-1 filing, and California governing law | Calderwood & Harkness LLP (Ian Blackwood, Partner) | March 13, 2026 | Pending | Draft opinion under review; to be signed by Ian Blackwood and delivered at Closing
D-2 | Legal Opinions | Legal Opinion of Hargrove, Finch & Calloway LLP (Lenders' Counsel) — internal opinion for benefit of Lenders | Hargrove, Finch & Calloway LLP (Kate Hargrove, Partner) | March 13, 2026 | Pending | Lenders' counsel internal deliverable; C&H not responsible for preparation; Jaylen Torres coordinating
SECTION E — INSURANCE
E-1 | Insurance | Certificate of Insurance — Directors & Officers (D&O) Liability Insurance; Carrier: Sentinel Specialty Insurance Co.; Policy Limit: $10,000,000 | Genome Dx Therapeutics Inc. | March 13, 2026 | Pending | Rob Langford to request certificate from Sentinel Specialty Insurance Co. naming Lenders and Collateral Agent as additional insureds / loss payees as applicable
E-2 | Insurance | Certificate of Insurance — General Commercial Liability Insurance; Carrier: Commonwealth Mutual Insurance Group; Policy Limit: $5,000,000 | Genome Dx Therapeutics Inc. | March 13, 2026 | Pending | Rob Langford to request certificate from Commonwealth Mutual Insurance Group
SECTION F — FINANCIAL STATEMENTS
F-1 | Financial Statements | Audited Financial Statements of Genome Dx Therapeutics Inc. — FY2025; Auditor: Clearview & Associates LLP (Sandra Cho, Audit Partner); Audit opinion dated February 14, 2026; unqualified opinion with going-concern qualification contingent on additional financing | Genome Dx Therapeutics Inc. / Clearview & Associates LLP | March 13, 2026 | Received | February 14, 2026 | FY2025 audited financials received; going-concern qualification noted — bridge loan and anticipated Series C address this concern
SECTION G — FEES
G-1 | Fees | Commitment Fee — 1.00% of aggregate commitments = $150,000; Pinnacle share: $100,000 (1.00% × $10,000,000); Cobalt share: $50,000 (1.00% × $5,000,000); payable at Closing | Genome Dx Therapeutics Inc. | March 13, 2026 | Pending | To be netted from loan proceeds at funding per Funds Flow Memorandum
G-2 | Fees | Administrative Agent Fee — $25,000 per annum; payable to Pinnacle Venture Lending Corp. in its capacity as Administrative Agent; due at Closing and on each anniversary | Genome Dx Therapeutics Inc. | March 13, 2026 | Pending | First annual payment of $25,000 due at Closing; to be netted from loan proceeds per Funds Flow Memorandum
G-3 | Fees | Lenders' Counsel Fees — Reimbursement of reasonable and documented fees and expenses of Hargrove, Finch & Calloway LLP; capped at $175,000 for initial closing | Genome Dx Therapeutics Inc. | March 13, 2026 | Pending | Invoice to be submitted by HFC; GenomeDx responsible per Bridge Loan Agreement; to be disbursed at Closing per Funds Flow Memorandum
SECTION H — MISCELLANEOUS
H-1 | Miscellaneous | Lien Search Results — UCC (Delaware SOS and California SOS), federal tax lien, judgment lien, and IP (USPTO/patent and trademark) searches against Genome Dx Therapeutics Inc.; EIN 82-4917263; results must show no liens other than Permitted Liens (including existing Ridgeline equipment financing lien) | Calderwood & Harkness LLP | March 13, 2026 | Pending | Search orders placed; expect results within 3–5 business days; existing Ridgeline lien on specifically identified equipment is a Permitted Lien
H-2 | Miscellaneous | Verdana Health Ventures Comfort Letter — Non-binding letter from Verdana Health Ventures Fund II, L.P. expressing intent to participate in the anticipated Series C Equity Financing (target $60M–$75M; indicative pre-money ~$140M) | Verdana Health Ventures Fund II, L.P. (Julia Engström, Partner) | March 13, 2026 | Received | February 28, 2026 | Comfort letter only; not a guarantee; Verdana holds ~24.6% FD equity in GenomeDx; board observer seat held by Julia Engström
H-3 | Miscellaneous | Funds Flow Memorandum — Wire instructions and allocation of closing disbursements; sources: Pinnacle ($10,000,000) and Cobalt ($5,000,000) wiring to Pacific Fiduciary Services Inc. for disbursement; uses: net proceeds to GenomeDx operating account at First Basin National Bank (Acct ****7834), commitment fee, admin agent fee, lenders' counsel fees | Calderwood & Harkness LLP | March 13, 2026 | Pending | Draft circulated; awaiting confirmation of wire instructions from all parties; David Nakamura (PFS) to confirm Collateral Agent account details
H-4 | Miscellaneous | Closing Letter to Client — Letter from Ian Blackwood (C&H) to Miriam Sato (GenomeDx) confirming signing, outlining remaining deliverables and anticipated funding timeline | Calderwood & Harkness LLP | March 6, 2026 | Executed | March 6, 2026 | Delivered to Miriam Sato with copies to Dr. Ananya Mehta and Rob Langford
STATUS SUMMARY
Executed: 8 items | Received: 2 items | Pending: 15 items | N/A: 0 items | Total Substantive Items: 25
[sheet: Key Contacts]
Party | Role | Contact Name | Title | Organization | Address | Email | Phone
Borrower | CEO & Co-Founder | Dr. Ananya Mehta, PhD | CEO | Genome Dx Therapeutics Inc. | 450 Genome Way, Suite 300, South San Francisco, CA 94080 | [email] | [phone]
Borrower | CFO | Robert "Rob" Langford, CPA | CFO | Genome Dx Therapeutics Inc. | 450 Genome Way, Suite 300, South San Francisco, CA 94080 | [email] | [phone]
Borrower | General Counsel / Secretary | Miriam Sato | General Counsel | Genome Dx Therapeutics Inc. | 450 Genome Way, Suite 300, South San Francisco, CA 94080 | [email] | [phone]
Borrower (Board) | Lead Independent Director | Dr. Harold Voss, MD | Lead Independent Director | Genome Dx Therapeutics Inc. (Board) | [email] | [phone]
Administrative Agent / Lender | Deal Lead | Marcus Reinhardt | Managing Director, Life Sciences Lending | Pinnacle Venture Lending Corp. | 2200 Sand Hill Road, Suite 400, Menlo Park, CA 94025 | [email] | [phone]
Participating Lender | Deal Contact | Priya Anand | Partner | Cobalt Life Sciences Fund III, L.P. / Cobalt Capital Management III LLC | 600 Lexington Avenue, 22nd Floor, New York, NY 10022 | [email] | [phone]
Existing Equipment Lender | Portfolio Management | Thomas Wylie | Vice President, Portfolio Management | Ridgeline Capital Partners LLC | 100 Federal Street, Suite 3600, Boston, MA 02110 | [email] | [phone]
Collateral Agent | Corporate Trust | David Nakamura | Vice President, Corporate Trust | Pacific Fiduciary Services Inc. | 350 Mission Street, Suite 1200, San Francisco, CA 94105 | [email] | [phone]
Depository Bank | Banking | First Basin National Bank | First Basin National Bank | South San Francisco, CA | [email] | [phone]
Borrower's Counsel (Our Firm) | Responsible Partner | Ian Blackwood | Partner, Banking & Finance | Calderwood & Harkness LLP | 555 California Street, 40th Floor, San Francisco, CA 94104 | [email] | [phone]
Borrower's Counsel (Our Firm) | Billing Partner | Stephanie Okafor | Partner, Banking & Finance | Calderwood & Harkness LLP | 555 California Street, 40th Floor, San Francisco, CA 94104 | [email] | [phone]
Borrower's Counsel (Our Firm) | Lead Associate | Sophie Tremblay | Associate, Banking & Finance | Calderwood & Harkness LLP | 555 California Street, 40th Floor, San Francisco, CA 94104 | [email] | [phone]
Borrower's Counsel (Our Firm) | Working Associate | Daniel Obi | Associate, Banking & Finance | Calderwood & Harkness LLP | 555 California Street, 40th Floor, San Francisco, CA 94104 | [email] | [phone]
Lenders' Counsel | Lead Partner | Catherine "Kate" Hargrove | Partner, Banking & Finance | Hargrove, Finch & Calloway LLP | 101 Montgomery Street, Suite 2800, San Francisco, CA 94104 | [email] | [phone]
Lenders' Counsel | Senior Associate | Jaylen Torres | Senior Associate, Banking & Finance | Hargrove, Finch & Calloway LLP | 101 Montgomery Street, Suite 2800, San Francisco, CA 94104 | [email] | [phone]
Ridgeline's Counsel | Partner | Elena Marchetti | Partner | Whitfield & Pratt LLP | One Post Office Square, Suite 4200, Boston, MA 02109 | [email] | [phone]
Auditor | Audit Partner | Sandra Cho | Audit Partner | Clearview & Associates LLP | 44 Montgomery Street, Suite 3000, San Francisco, CA 94104 | [email] | [phone]
Existing Lead Equity Investor | Board Observer | Julia Engström | Partner | Verdana Health Ventures Fund II, L.P. | 1800 Embarcadero Road, Suite 210, Palo Alto, CA 94303 | [email] | [phone]
[sheet: Key Dates]
Date | Event / Milestone | Status | Notes
January 26, 2026 | C&H engagement opened; Matter No. 14892.003 | Completed | Calderwood & Harkness LLP retained as Borrower's counsel
February 3, 2026 | Initial term sheet circulated by Pinnacle Venture Lending Corp. | Completed | Pinnacle deal ref: PVLC-2026-LSL-0047
February 10, 2026 | Term sheet signed by all parties | Completed
February 14, 2026 | First draft of Bridge Loan Agreement circulated by C&H to HFC | Completed | Same date as Clearview FY2025 audit opinion
February 14, 2026 | Clearview & Associates LLP FY2025 audit opinion issued | Completed | Unqualified opinion with going-concern qualification
February 21, 2026 | HFC markup of Bridge Loan Agreement returned | Completed
February 24, 2026 | Intercreditor term sheet agreed (Pinnacle / Ridgeline) | Completed
February 28, 2026 | Verdana Health Ventures comfort letter received | Completed | Non-binding expression of intent to participate in Series C
March 3, 2026 | Final Bridge Loan Agreement circulated | Completed
March 6, 2026 | Signing Date — all transaction documents executed | Completed | Bridge Loan Agreement, Security Agreement, IP Security Agreement, Warrant Agreements, Intercreditor Agreement
March 13, 2026 | Estimated Closing / Funding Date (T+5 business days from signing) | Upcoming | Subject to satisfaction of all conditions precedent
April 1, 2026 | First interest payment due ($75,000 approximate) | Upcoming | Monthly in arrears; first business day of each calendar month
Q3 2026 (Aug–Sep 2026) | Anticipated Series C Equity Financing closing | Target | Target raise $60M–$75M; indicative pre-money ~$140M; potential co-leads: Verdana Health Ventures and Argonaut BioCapital Partners
March 6, 2027 | Maturity Date of Bridge Loan | Upcoming | 12 months from Signing Date; mandatory prepayment upon equity raise > $20M gross
December 2027 | Ridgeline equipment facility maturity | Upcoming | $3,200,000 outstanding

[sheet: Closing Checklist]

STATUS SUMMARY

Record

Parties

Dates

Amounts