[sheet: Cover & Summary]

[sheet: Cover & Summary]
Field | Detail
Document Title | Funds Flow Memorandum
Transaction | GenomeDx Series C Bridge Loan — $15,000,000 Senior Secured Bridge Credit Facility
Borrower | Genome Dx Therapeutics Inc.
Borrower Address | 450 Genome Way, Suite 300, South San Francisco, CA 94080
Borrower EIN | 82-4917263
Administrative Agent / Lead Lender | Pinnacle Venture Lending Corp.
Agent Address | 2200 Sand Hill Road, Suite 400, Menlo Park, CA 94025
Participating Lender | Cobalt Life Sciences Fund III, L.P.
Participating Lender Address | 600 Lexington Avenue, 22nd Floor, New York, NY 10022
Collateral Agent | Pacific Fiduciary Services Inc.
Collateral Agent Address | 350 Mission Street, Suite 1200, San Francisco, CA 94105
Signing Date | March 6, 2026
Anticipated Closing / Funding Date | March 13, 2026
Aggregate Facility Amount | $15,000,000
Pinnacle Commitment | $10,000,000 (66.67%)
Cobalt Commitment | $5,000,000 (33.33%)
Governing Agreement | Bridge Loan Agreement dated March 6, 2026
Governing Law | State of California
Pinnacle Deal Reference | PVLC-2026-LSL-0047
C&H Matter Number | 14892.003
Prepared By | Calderwood & Harkness LLP — Sophie Tremblay, Lead Associate
Reviewed By | Ian Blackwood, Responsible Partner
Date of Memorandum | March 11, 2026
CONFIDENTIAL — FOR CLOSING PURPOSES ONLY
[sheet: Sources]
Line # | Source Party | Role | Pro Rata Share | Gross Funding Amount | Less: Commitment Fee Retained | Less: Admin Agent Fee Retained | Net Wire Amount to Collateral Agent | Wire Reference | Notes
1 | Pinnacle Venture Lending Corp. | Administrative Agent & Lender | 66.67% | $10,000,000.00 | ($100,000.00) | ($25,000.00) | $9,875,000.00 | PVLC-GDT-BRIDGE-2026 | Commitment fee of 1.00% on $10,000,000 = $100,000 retained; Admin Agent fee of $25,000 retained
2 | Cobalt Life Sciences Fund III, L.P. | Participating Lender | 33.33% | $5,000,000.00 | ($50,000.00) | $0.00 | $4,950,000.00 | CLSFIII-GDT-BRIDGE-2026 | Commitment fee of 1.00% on $5,000,000 = $50,000 retained
TOTAL | 100.00% | $15,000,000.00 | ($150,000.00) | ($25,000.00) | $14,825,000.00 | Verification: $15,000,000 - $150,000 - $25,000 = $14,825,000
[sheet: Uses]
Line # | Use / Payee | Description | Amount | Disbursement Method | Payee Account Reference | Notes
1 | Genome Dx Therapeutics Inc. | Net bridge loan proceeds to Borrower operating account | $14,650,000.00 | Wire transfer | First Basin National Bank, Acct ****7834 | Net of all closing costs disbursed from Collateral Agent account
2 | Hargrove, Finch & Calloway LLP | Reimbursement of Lenders' counsel fees and expenses | $175,000.00 | Wire transfer | HFC Client Trust Account | Capped at $175,000 for initial closing per Bridge Loan Agreement; amount represents estimated closing invoice — actual amount subject to final invoice reconciliation, not to exceed cap
3 | Commitment Fee — Pinnacle | 1.00% commitment fee on Pinnacle's $10,000,000 commitment | $100,000.00 | Retained by Pinnacle from gross funding | N/A — retained at source | Netted from Pinnacle wire per Sources tab
4 | Commitment Fee — Cobalt | 1.00% commitment fee on Cobalt's $5,000,000 commitment | $50,000.00 | Retained by Cobalt from gross funding | N/A — retained at source | Netted from Cobalt wire per Sources tab
5 | Administrative Agent Fee — Pinnacle | Annual administrative agent fee payable to Pinnacle as Administrative Agent | $25,000.00 | Retained by Pinnacle from gross funding | N/A — retained at source | First year fee; due at closing and on each anniversary per Bridge Loan Agreement
6 | Calderwood & Harkness LLP | Borrower's counsel fees and expenses | TBD — Payable separately by Borrower | Wire transfer (separate from closing funds flow) | C&H Operating Account | Budget estimate $210,000; billed hourly; NOT disbursed from loan proceeds — paid directly by GenomeDx outside this funds flow
TOTAL — Disbursed from Collateral Agent Account | $14,825,000.00 | Lines 1–2: $14,650,000 + $175,000 = $14,825,000
TOTAL — Retained at Source | $175,000.00 | Lines 3–5: $100,000 + $50,000 + $25,000 = $175,000
GRAND TOTAL USES | $15,000,000.00 | Verification: Total Sources ($15,000,000) = Total Uses ($15,000,000); C&H fees excluded — payable separately by Borrower
[sheet: Wire Instructions]
Line # | Party Name | Role | Direction | Receiving Bank Name | Receiving Bank Address | ABA Routing Number | Account Number | Account Name / Beneficiary | Reference / Memo | Contact Person | Contact Phone | Contact Email
1 | Pacific Fiduciary Services Inc. | Collateral Agent — Disbursement Account (receiving from Lenders) | Incoming | Pacific Fiduciary Services Inc. — Trust Division | 350 Mission Street, Suite 1200, San Francisco, CA 94105 | 121-XXX-XXX | XXXX-XXXX-7901 | PFS Collateral Agent — GenomeDx Bridge Loan | PVLC-2026-LSL-0047 / Closing Funding | David Nakamura, VP Corporate Trust | (415) 555-XXXX | dnakamura@pacificfiduciary.com
2 | Genome Dx Therapeutics Inc. | Borrower — Operating Account (receiving net proceeds) | Outgoing (from PFS) | First Basin National Bank | South San Francisco Branch, South San Francisco, CA | 121-XXX-XXX | ****7834 | Genome Dx Therapeutics Inc. — Operating Account | Bridge Loan Proceeds — March 13, 2026 | Robert Langford, CFO | (650) 555-XXXX | rlangford@genomedx.com
3 | Pinnacle Venture Lending Corp. | Administrative Agent & Lender — Funding Wire | Outgoing (to PFS) | Pinnacle Venture Lending Corp. — Operating | Menlo Park, CA | 121-XXX-XXX | XXXX-XXXX-4510 | Pinnacle Venture Lending Corp. | PVLC-2026-LSL-0047 / GDT Bridge Funding | Marcus Reinhardt, Managing Director | (650) 555-XXXX | mreinhardt@pinnaclevl.com
4 | Cobalt Life Sciences Fund III, L.P. | Participating Lender — Funding Wire | Outgoing (to PFS) | Cobalt Capital Management III LLC — Custodial | New York, NY | 021-XXX-XXX | XXXX-XXXX-6288 | Cobalt Life Sciences Fund III, L.P. | CLSFIII-GDT-BRIDGE-2026 / Bridge Funding | Priya Anand, Partner | (212) 555-XXXX | panand@cobaltcap.com
5 | Hargrove, Finch & Calloway LLP | Lenders' Counsel — Fee Reimbursement | Outgoing (from PFS) | HFC Trust Account Bank | San Francisco, CA | 121-XXX-XXX | XXXX-XXXX-3347 | Hargrove, Finch & Calloway LLP — Client Trust Account | GenomeDx Bridge Loan — Lenders' Counsel Fees | Catherine Hargrove, Partner | (415) 555-XXXX | chargrove@hfc-law.com
[sheet: Funds Flow Diagram]
Step # | Timing | From | To | Amount | Description | Condition / Prerequisite
1 | 9:00 AM PT | Pinnacle Venture Lending Corp. | Pacific Fiduciary Services Inc. (Collateral Agent) | $9,875,000.00 | Pinnacle net funding wire (gross $10,000,000 less $100,000 commitment fee and $25,000 admin agent fee retained) | All conditions precedent satisfied; bring-down confirmation from C&H and HFC
2 | 9:00 AM PT | Cobalt Life Sciences Fund III, L.P. | Pacific Fiduciary Services Inc. (Collateral Agent) | $4,950,000.00 | Cobalt net funding wire (gross $5,000,000 less $50,000 commitment fee retained) | All conditions precedent satisfied; bring-down confirmation from C&H and HFC
3 | Upon confirmation of receipt of Steps 1 & 2 | Pacific Fiduciary Services Inc. (Collateral Agent) | Genome Dx Therapeutics Inc. (First Basin National Bank, Acct ****7834) | $14,650,000.00 | Disbursement of net bridge loan proceeds to Borrower operating account | Confirmation of receipt of both Lender funding wires by PFS
4 | Upon confirmation of receipt of Steps 1 & 2 | Pacific Fiduciary Services Inc. (Collateral Agent) | Hargrove, Finch & Calloway LLP | $175,000.00 | Reimbursement of Lenders' counsel fees and expenses (capped amount) | Final invoice from HFC received and approved by Pinnacle
5 | Post-closing (separate) | Genome Dx Therapeutics Inc. | Calderwood & Harkness LLP | Per invoice (est. $210,000) | Payment of Borrower's counsel fees — outside loan proceeds funds flow | Invoiced separately per C&H engagement letter; not disbursed from bridge loan proceeds
[sheet: Fee Summary]
Line # | Fee / Expense Description | Payee | Amount | Payer / Source | Payment Mechanism | Bridge Loan Agreement Reference
1 | Commitment Fee — Pinnacle (1.00% × $10,000,000) | Pinnacle Venture Lending Corp. | $100,000.00 | Genome Dx Therapeutics Inc. (from loan proceeds) | Retained by Pinnacle from gross funding amount | Section [__] — Fees
2 | Commitment Fee — Cobalt (1.00% × $5,000,000) | Cobalt Life Sciences Fund III, L.P. | $50,000.00 | Genome Dx Therapeutics Inc. (from loan proceeds) | Retained by Cobalt from gross funding amount | Section [__] — Fees
3 | Administrative Agent Fee (Year 1) | Pinnacle Venture Lending Corp. | $25,000.00 | Genome Dx Therapeutics Inc. (from loan proceeds) | Retained by Pinnacle from gross funding amount | Section [__] — Administrative Agent Fee
4 | Lenders' Counsel Fees & Expenses (Hargrove, Finch & Calloway LLP) | Hargrove, Finch & Calloway LLP | $175,000.00 | Genome Dx Therapeutics Inc. (from loan proceeds via Collateral Agent disbursement) | Wire from PFS disbursement account | Section [__] — Expenses; capped at $175,000 for initial closing
5 | Borrower's Counsel Fees & Expenses (Calderwood & Harkness LLP) | Calderwood & Harkness LLP | Est. $210,000 (TBD per final invoice) | Genome Dx Therapeutics Inc. (paid directly, not from loan proceeds) | Separate wire from GenomeDx; hourly billing per engagement letter | N/A — per separate engagement letter
6 | UCC Filing Fees (DE SOS and CA SOS) | Delaware Secretary of State / California Secretary of State | Est. $500 | Genome Dx Therapeutics Inc. | Paid directly or included in C&H disbursements | Section [__] — Expenses
7 | USPTO Recording Fees (IP Security Agreement) | USPTO | Est. $500 | Genome Dx Therapeutics Inc. | Paid directly or included in C&H disbursements | Section [__] — Expenses
TOTAL — Fees Deducted from Loan Proceeds (Lines 1–4) | $350,000.00 | Net Proceeds to Borrower = $15,000,000 - $350,000 = $14,650,000