1013-00001 · Genome Dx Therapeutics Inc · Closing

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SECRETARY'S CERTIFICATE OF GENOME DX THERAPEUTICS INC.

Delivered Pursuant to Section 4.01(d) of the Bridge Loan Agreement Dated as of March 6, 2026

Dated as of March 13, 2026 (the "Closing Date")

I, Miriam Sato, hereby certify that I am the duly elected, qualified, and acting General Counsel and Secretary of Genome Dx Therapeutics Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or the "Borrower"), with its principal executive offices located at 450 Genome Way, Suite 300, South San Francisco, California 94080, Employer Identification Number 82-4917263, Delaware file number 7481263.

This Secretary's Certificate (this "Certificate") is delivered in connection with, and pursuant to the requirements of Section 4.01(d) of, that certain Bridge Loan Agreement dated as of March 6, 2026 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Bridge Loan Agreement"), by and among:

(i) Genome Dx Therapeutics Inc., as Borrower;

(ii) Pinnacle Venture Lending Corp., as Administrative Agent and a Lender;

(iii) Cobalt Life Sciences Fund III, L.P., as a Lender; and

(iv) Pacific Fiduciary Services Inc., as Collateral Agent.

This Certificate is delivered as a condition precedent to the initial funding of the Fifteen Million Dollar ($15,000,000) senior secured bridge loan facility contemplated under the Bridge Loan Agreement. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Bridge Loan Agreement.

The undersigned, acting solely in her capacity as General Counsel and Secretary of the Company, and not in her individual capacity, hereby certifies to each of the Administrative Agent, the Lenders, and the Collateral Agent as follows:

CERTIFICATION 1: BOARD RESOLUTIONS

Attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company (the "Board") by unanimous written consent in lieu of a meeting, effective as of March 3, 2026, in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company.

The Resolutions authorize, among other things:

(a) the execution, delivery, and performance by the Company of the Bridge Loan Agreement, the Security Agreement, the IP Security Agreement, the Warrant Agreement issued to Pinnacle Venture Lending Corp. (for 137,614 shares of common stock of the Company), the Warrant Agreement issued to Cobalt Life Sciences Fund III, L.P. (for 68,807 shares of common stock of the Company), the Intercreditor Agreement, and all other documents, instruments, and agreements contemplated thereby or executed in connection therewith (collectively, the "Transaction Documents");

(b) the borrowing of up to Fifteen Million Dollars ($15,000,000) under the Bridge Loan Agreement;

(c) the grant of a first-priority security interest in substantially all assets of the Company (subject to the intercreditor arrangement with Ridgeline Capital Partners LLC, as set forth in the Intercreditor Agreement) in favor of Pacific Fiduciary Services Inc., in its capacity as Collateral Agent for the benefit of the Secured Parties;

(d) the issuance of warrants to purchase an aggregate of 206,421 shares of common stock of the Company to the Lenders, on the terms and conditions set forth in the respective Warrant Agreements;

(e) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware and the Secretary of State of the State of California, the recording of the IP Security Agreement with the United States Patent and Trademark Office, and the execution and delivery of deposit account control agreements with First Basin National Bank;

(f) the designation of Dr. Ananya Mehta, PhD, Chief Executive Officer, and Robert "Rob" Langford, CPA, Chief Financial Officer, as authorized signatories to execute and deliver the Transaction Documents and any related certificates, agreements, and instruments on behalf of the Company; and

(g) the authorization of each such authorized signatory to take all actions and execute all documents as may be necessary or desirable to consummate the transactions contemplated by the Transaction Documents.

I further certify that the Resolutions have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board or any committee thereof that would conflict with, limit, or otherwise restrict the authority granted by the Resolutions attached as Exhibit A.

CERTIFICATION 2: CERTIFICATE OF INCORPORATION

Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware, including all amendments and certificates of designation filed through the date hereof.

I hereby certify that the Certificate of Incorporation has not been further amended, supplemented, or restated since the date of the most recent filing attached as Exhibit B and remains in full force and effect as of the date hereof. The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

A Certificate of Good Standing from the Secretary of State of the State of Delaware, dated within ten (10) days of the Closing Date, is being delivered separately as a condition precedent to funding under Section 4.01(e) of the Bridge Loan Agreement.

CERTIFICATION 3: BYLAWS

Attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of the Company, as amended through the date hereof (the "Bylaws").

I hereby certify that the Bylaws have not been further amended, modified, or restated since the date of the copy attached as Exhibit C and remain in full force and effect as of the date hereof.

CERTIFICATION 4: INCUMBENCY AND AUTHORIZED SIGNATORIES

Attached hereto as Exhibit D is the incumbency certificate setting forth the name, title, and specimen signature of each officer of the Company authorized to execute and deliver the Transaction Documents and any related documents, instruments, certificates, and agreements on behalf of the Company.

The following individuals are the duly elected or appointed officers of the Company authorized to act on behalf of the Company in connection with the Bridge Loan Agreement and the other Transaction Documents:

I hereby certify that each person identified above holds the office set forth opposite his or her name, has been duly elected or appointed to such office in accordance with the Certificate of Incorporation and the Bylaws, and is authorized to execute and deliver each of the Transaction Documents and to take all actions as may be necessary or desirable in connection therewith. The specimen signature set forth opposite each person's name above is the true and genuine signature of such person.

CERTIFICATION 5: GOOD STANDING AND QUALIFICATION

I hereby certify that the Company is duly qualified to do business and is in good standing as a foreign corporation in the State of California, which is the state in which its principal place of business is located.

The Company's registered agent in the State of Delaware is National Registered Agents of Delaware Inc., 1209 Orange Street, Wilmington, Delaware 19801.

Certificates of good standing from the Secretary of State of the State of Delaware and the Secretary of State of the State of California are being delivered separately pursuant to the conditions precedent to funding under Section 4.01(e) of the Bridge Loan Agreement.

CERTIFICATION 6: NO CONFLICT AND NO DEFAULT

I hereby certify that the execution, delivery, and performance by the Company of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate or conflict with any provision of the Certificate of Incorporation or the Bylaws of the Company;

(b) result in a breach of, constitute a default (or an event which, with notice or the lapse of time or both, would become a default) under, or give rise to any right of termination, acceleration, or cancellation under, any material agreement, contract, indenture, mortgage, lease, license, or other instrument to which the Company is a party or by which any of its properties or assets may be bound, including without limitation the existing equipment financing facility with Ridgeline Capital Partners LLC (approximately $3,200,000 outstanding principal amount as of the date hereof, maturing December 2027); or

(c) violate any applicable law, statute, rule, regulation, order, judgment, writ, injunction, or decree of any governmental authority or regulatory body having jurisdiction over the Company or any of its properties or assets.

I further certify that no Default or Event of Default (as such terms are defined in the Bridge Loan Agreement) exists under the Bridge Loan Agreement as of the date hereof, nor will any Default or Event of Default result from the initial borrowing under the Bridge Loan Agreement on the Closing Date.

CERTIFICATION 7: REPRESENTATIONS AND WARRANTIES

I hereby certify that each of the representations and warranties made by the Company in the Bridge Loan Agreement and the other Transaction Documents is true and correct in all material respects as of the date hereof (or, to the extent any such representation or warranty is qualified by materiality or by reference to a Material Adverse Effect, true and correct in all respects), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (or, if so qualified, in all respects) as of such earlier date.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above. This Certificate may be relied upon by the Administrative Agent, each Lender, and the Collateral Agent in connection with the Bridge Loan Agreement and the Transaction Documents, and their respective successors, assigns, and participants.

GENOME DX THERAPEUTICS INC.

By: ________

Name: Miriam Sato

Title: General Counsel and Secretary

Date: March 13, 2026

CONFIRMATION OF INCUMBENCY OF THE SECRETARY

The undersigned, Dr. Ananya Mehta, PhD, Chief Executive Officer and Co-Founder of Genome Dx Therapeutics Inc., a Delaware corporation, hereby confirms that Miriam Sato currently holds the office of General Counsel and Secretary of Genome Dx Therapeutics Inc., has been duly appointed to such office in accordance with the Certificate of Incorporation and the Bylaws of the Company, and is duly authorized to execute the foregoing Secretary's Certificate on behalf of the Company. The signature of Miriam Sato appearing above is the true and genuine signature of Miriam Sato.

CONFIRMED:

By: ________

Name: Dr. Ananya Mehta, PhD

Title: Chief Executive Officer & Co-Founder

Date: March 13, 2026

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF GENOME DX THERAPEUTICS INC.

Adopted by Unanimous Written Consent in Lieu of Meeting

Effective as of March 3, 2026

The undersigned, being all of the members of the Board of Directors (the "Board") of Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), hereby adopt the following resolutions by unanimous written consent in lieu of a meeting, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Bylaws of the Company. These resolutions shall have the same force and effect as if adopted at a meeting duly called and held, at which all directors were present.

Participating Directors:

• Dr. Ananya Mehta, PhD — Chief Executive Officer & Co-Founder, Director

• Dr. Harold Voss, MD — Lead Independent Director

• Karen T. Nishikawa — Independent Director (Audit Committee Chair)

• Samir Patel — Director (Designated by Verdana Health Ventures)

• Dr. Rebecca Chu, PhD — Independent Director

Board Observer (Non-Voting):

• Julia Engström — Board Observer (Designated by Verdana Health Ventures)

RECITALS. WHEREAS, the Company is a clinical-stage biotechnology company engaged in the development of genomic diagnostic and therapeutic products;

WHEREAS, the Company's management has advised the Board that, based on the Company's current cash position, operating burn rate, and projected expenditures, the Company's existing cash resources are estimated to be sufficient to fund the Company's operations only through the second quarter of 2026 (approximately June 2026), absent the receipt of additional capital;

WHEREAS, the Company's independent auditors, Clearview & Associates LLP, included a going-concern qualification in their audit opinion with respect to the Company's financial statements for the fiscal year ended December 31, 2025, issued on February 14, 2026, citing substantial doubt about the Company's ability to continue as a going concern;

WHEREAS, the Company's management and the Board have been pursuing a Series C preferred stock equity financing round, currently targeted for close during the third quarter of 2026, with an estimated size of $60,000,000 to $75,000,000 at an indicative pre-money valuation of approximately $140,000,000 (the "Series C Financing");

WHEREAS, in order to fund the Company's operations pending the anticipated close of the Series C Financing, the Company's management has negotiated a proposed $15,000,000 senior secured bridge loan facility (the "Bridge Loan Facility") with Pinnacle Venture Lending Corp. ("Pinnacle"), as Administrative Agent and a Lender (committing $10,000,000), and Cobalt Life Sciences Fund III, L.P. ("Cobalt"), as a Lender (committing $5,000,000), and Pacific Fiduciary Services Inc. ("Pacific Fiduciary"), as Collateral Agent;

WHEREAS, the Bridge Loan Facility would be documented by a Bridge Loan Agreement and related security documents, and the principal terms thereof include: (i) a single-draw term loan in the principal amount of $15,000,000; (ii) interest at the rate of 6.00% per annum; (iii) a maturity date of March 6, 2027; (iv) a first-priority security interest in substantially all assets of the Company; (v) warrant coverage of 3.00% of each Lender's commitment amount; and (vi) standard affirmative and negative covenants, events of default, and reporting requirements, all as more fully described in the term sheet dated February 10, 2026 (the "Term Sheet"), a copy of which has been provided to each director and reviewed by the Board;

WHEREAS, the Company has an existing equipment financing facility with Ridgeline Capital Partners LLC ("Ridgeline"), with approximately $3,200,000 in outstanding principal, maturing December 2027, secured by specifically identified equipment (the "Ridgeline Facility"), and the parties have agreed to enter into an Intercreditor Agreement to establish the relative lien priorities as between the Bridge Loan Facility and the Ridgeline Facility;

WHEREAS, Calderwood & Harkness LLP has been engaged as counsel to the Company in connection with the Bridge Loan Facility and has negotiated the Transaction Documents with Hargrove, Finch & Calloway LLP, counsel to the Lenders;

WHEREAS, the Board, after due consideration and review of the materials presented by management and counsel, including the Term Sheet, draft Transaction Documents, analyses of alternative financing structures, and the risks and benefits of the proposed Bridge Loan Facility, has determined that it is in the best interests of the Company and its stockholders to enter into the Bridge Loan Agreement and the related Transaction Documents;

NOW, THEREFORE, BE IT:

1. RESOLVED — Approval of the Bridge Loan Agreement. That the Company be, and hereby is, authorized to enter into, execute, deliver, and perform that certain Bridge Loan Agreement (the "Bridge Loan Agreement") by and among the Company, as Borrower, Pinnacle Venture Lending Corp., as Administrative Agent and a Lender (committing Ten Million Dollars ($10,000,000)), Cobalt Life Sciences Fund III, L.P., as a Lender (committing Five Million Dollars ($5,000,000)), and Pacific Fiduciary Services Inc., as Collateral Agent, providing for a Fifteen Million Dollar ($15,000,000) senior secured single-draw term loan bearing interest at 6.00% per annum, maturing on March 6, 2027, substantially in the form presented to the Board and reviewed by Calderwood & Harkness LLP on behalf of the Company, and as negotiated with Hargrove, Finch & Calloway LLP, counsel to the Lenders, with such changes, modifications, and amendments thereto as the authorized signatories (as designated below) shall approve, the execution thereof by such authorized signatories to be conclusive evidence of such approval.

2. RESOLVED — Approval of Security Documents. That the Company be, and hereby is, authorized to execute and deliver the Security Agreement and the IP Security Agreement (collectively, the "Security Documents") in favor of Pacific Fiduciary Services Inc., as Collateral Agent for the benefit of the Secured Parties (as defined in the Bridge Loan Agreement), granting a first-priority security interest in substantially all assets of the Company, including without limitation: (i) intellectual property, consisting of fourteen (14) issued United States patents and seven (7) pending Patent Cooperation Treaty (PCT) applications, together with all continuations, divisionals, reissues, and related rights; (ii) accounts receivable; (iii) deposit accounts; (iv) general intangibles; (v) instruments; and (vi) all proceeds and products of the foregoing; subject in each case to the intercreditor arrangement with Ridgeline Capital Partners LLC regarding specifically identified equipment collateral (the "Ridgeline Priority Collateral"), substantially in the forms presented to the Board.

3. RESOLVED — Approval of Intercreditor Agreement. That the Company be, and hereby is, authorized to execute and deliver the Intercreditor Agreement (the "Intercreditor Agreement") by and among Pinnacle Venture Lending Corp. (as Administrative Agent on behalf of the Secured Parties under the Bridge Loan Agreement), Ridgeline Capital Partners LLC (as existing equipment lender under the Ridgeline Facility, with approximately $3,200,000 in outstanding principal), and the Company, establishing lien priority as follows: (i) Ridgeline Capital Partners LLC shall hold a first-priority security interest in the Ridgeline Priority Collateral (as defined in the Intercreditor Agreement); and (ii) Pinnacle Venture Lending Corp. (as Administrative Agent for the Secured Parties) shall hold a first-priority security interest in all other collateral constituting the Bridge Priority Collateral (as defined in the Intercreditor Agreement), substantially in the form presented to the Board.

4. RESOLVED — Approval of Warrant Issuance. That the Company be, and hereby is, authorized to issue warrants to purchase shares of common stock of the Company (the "Warrants") as follows:

(a) To Pinnacle Venture Lending Corp.: a Warrant to purchase 137,614 shares of common stock, representing 3.00% of Pinnacle's $10,000,000 commitment amount, calculated as $300,000 warrant coverage value divided by $2.18 per share (the Series B per-share price);

(b) To Cobalt Life Sciences Fund III, L.P.: a Warrant to purchase 68,807 shares of common stock, representing 3.00% of Cobalt's $5,000,000 commitment amount, calculated as $150,000 warrant coverage value divided by $2.18 per share (the Series B per-share price);

(d) The exercise price of each Warrant shall be the lesser of (i) $2.18 per share (the Series B per-share price) or (ii) 80% of the per-share price of shares of preferred stock issued in the Series C Financing;

(e) Each Warrant shall have a term of ten (10) years from the date of issuance; and

(f) The Company shall reserve a sufficient number of shares of authorized but unissued common stock for issuance upon exercise of the Warrants, and the officers of the Company are hereby authorized to take all actions necessary to ensure the availability of such shares, including any required filings or amendments.

5. RESOLVED — Approval of Perfection Deliverables. That the Company be, and hereby is, authorized to:

(a) file UCC-1 financing statements with the Secretary of State of the State of Delaware (as the Company's state of incorporation, and therefore the primary filing jurisdiction) and with the Secretary of State of the State of California (as a protective filing in the Company's principal place of business);

(b) record the IP Security Agreement with the United States Patent and Trademark Office; and

(c) execute and deliver deposit account control agreements with First Basin National Bank for the Company's operating account (Account No. **7834) and the Company's payroll account (Account No. **2091), in each case in favor of Pacific Fiduciary Services Inc. as Collateral Agent for the benefit of the Secured Parties.

6. RESOLVED — Approval of Fees. That the Company be, and hereby is, authorized to pay the following fees and expenses in connection with the Bridge Loan Facility:

(a) a commitment fee of $150,000 to the Lenders (representing 1.00% of the $15,000,000 aggregate commitment), payable to each Lender pro rata in accordance with its respective commitment amount;

(b) an administrative agent fee of $25,000 to Pinnacle Venture Lending Corp. in its capacity as Administrative Agent; and

(c) reimbursement of reasonable and documented legal fees and disbursements of Hargrove, Finch & Calloway LLP, counsel to the Lenders, in an amount not to exceed $175,000 for the initial closing.

7. RESOLVED — Designation of Authorized Signatories. That Dr. Ananya Mehta, PhD, Chief Executive Officer, and Robert "Rob" Langford, CPA, Chief Financial Officer, be, and each of them hereby is, designated as an authorized officer and signatory of the Company for purposes of executing and delivering the Bridge Loan Agreement and all other Transaction Documents, and any and all related documents, instruments, certificates, agreements, notices, and filings, on behalf of the Company, each acting individually and without the requirement of a co-signature.

8. RESOLVED — General Authorization. That each authorized officer designated in the foregoing resolutions be, and hereby is, authorized and empowered, in the name and on behalf of the Company, to take any and all such further actions, execute and deliver any and all such further documents, instruments, certificates, and agreements, and make any and all such filings with governmental authorities, as such officer may deem necessary, appropriate, or desirable in order to carry out the intent and purposes of the foregoing resolutions, the execution by any such officer of any such document or instrument, or the taking by any such officer of any such action, to be conclusive evidence of such officer's approval thereof and the authority of such officer to act on behalf of the Company.

9. RESOLVED — Ratification. That all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the negotiation, preparation, and documentation of the Bridge Loan Facility and the transactions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by portable document format (.pdf)) shall be as effective as delivery of an originally executed counterpart.

Dr. Ananya Mehta, PhD, Director

By: ________

Date: March 3, 2026

Dr. Harold Voss, MD, Lead Independent Director

By: ________

Date: March 3, 2026

Karen T. Nishikawa, Independent Director

By: ________

Date: March 3, 2026

Samir Patel, Director

By: ________

Date: March 3, 2026

Dr. Rebecca Chu, PhD, Independent Director

By: ________

Date: March 3, 2026

EXHIBIT B

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF GENOME DX THERAPEUTICS INC.

See attached — Amended and Restated Certificate of Incorporation of Genome Dx Therapeutics Inc., as filed with the Secretary of State of the State of Delaware (file number 7481263), including all amendments and certificates of designation filed through the date hereof.

The Company was originally incorporated in the State of Delaware in 2019. The attached Amended and Restated Certificate of Incorporation includes all amendments filed through the date hereof, including the Certificate of Designation for the Series B Preferred Stock issued in connection with the Company's $42,000,000 Series B preferred stock financing round, which closed in August 2024 at a per-share price of $2.18.

As of the date hereof, the Company has approximately 48,500,000 shares outstanding on a fully diluted basis (prior to the issuance of the Warrants in connection with the Bridge Loan Facility).

[Amended and Restated Certificate of Incorporation attached hereto]

EXHIBIT C

BYLAWS OF GENOME DX THERAPEUTICS INC.

(As Amended Through the Date Hereof)

See attached — Bylaws of Genome Dx Therapeutics Inc., as amended through the date hereof.

[Bylaws attached hereto]

EXHIBIT D

INCUMBENCY CERTIFICATE

OF GENOME DX THERAPEUTICS INC.

The undersigned, Miriam Sato, General Counsel and Secretary of Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), hereby certifies, as of March 13, 2026, that each of the individuals listed below is a duly elected or appointed officer of the Company, currently holds the office set forth opposite his or her name, has been duly authorized by the Board of Directors of the Company to execute and deliver the Transaction Documents (as defined in the Bridge Loan Agreement dated as of March 6, 2026) and all related documents, instruments, certificates, and agreements on behalf of the Company, and the signature set forth opposite each such individual's name is the true and genuine signature of such individual.

This Incumbency Certificate is being delivered as part of the Secretary's Certificate dated as of March 13, 2026, pursuant to Section 4.01(d) of the Bridge Loan Agreement, and may be relied upon by the Administrative Agent, each Lender, and the Collateral Agent.

Certified by:

GENOME DX THERAPEUTICS INC.

By: ________

Name: Miriam Sato

Title: General Counsel and Secretary

Date: March 13, 2026

Name	Title	Specimen Signature
Dr. Ananya Mehta, PhD	Chief Executive Officer & Co-Founder	_____
Robert "Rob" Langford, CPA	Chief Financial Officer	_____
Name	Title	Specimen Signature
Dr. Ananya Mehta, PhD	Chief Executive Officer & Co-Founder	_____
Robert "Rob" Langford, CPA	Chief Financial Officer	_____

SECRETARY'S CERTIFICATE OF GENOME DX THERAPEUTICS INC.
Delivered Pursuant to Section 4.01(d) of the Bridge Loan Agreement Dated as of March 6, 2026
Dated as of March 13, 2026 (the "Closing Date")
I, Miriam Sato, hereby certify that I am the duly elected, qualified, and acting General Counsel and Secretary of Genome Dx Therapeutics Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or the "Borrower"), with its principal executive offices located at 450 Genome Way, Suite 300, South San Francisco, California 94080, Employer Identification Number 82-4917263, Delaware file number 7481263.
This Secretary's Certificate (this "Certificate") is delivered in connection with, and pursuant to the requirements of Section 4.01(d) of, that certain Bridge Loan Agreement dated as of March 6, 2026 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Bridge Loan Agreement"), by and among:
(i) Genome Dx Therapeutics Inc., as Borrower;
(ii) Pinnacle Venture Lending Corp., as Administrative Agent and a Lender;
(iii) Cobalt Life Sciences Fund III, L.P., as a Lender; and
(iv) Pacific Fiduciary Services Inc., as Collateral Agent.
This Certificate is delivered as a condition precedent to the initial funding of the Fifteen Million Dollar ($15,000,000) senior secured bridge loan facility contemplated under the Bridge Loan Agreement. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Bridge Loan Agreement.
The undersigned, acting solely in her capacity as General Counsel and Secretary of the Company, and not in her individual capacity, hereby certifies to each of the Administrative Agent, the Lenders, and the Collateral Agent as follows:
CERTIFICATION 1: BOARD RESOLUTIONS
Attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company (the "Board") by unanimous written consent in lieu of a meeting, effective as of March 3, 2026, in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company.
The Resolutions authorize, among other things:
(a) the execution, delivery, and performance by the Company of the Bridge Loan Agreement, the Security Agreement, the IP Security Agreement, the Warrant Agreement issued to Pinnacle Venture Lending Corp. (for 137,614 shares of common stock of the Company), the Warrant Agreement issued to Cobalt Life Sciences Fund III, L.P. (for 68,807 shares of common stock of the Company), the Intercreditor Agreement, and all other documents, instruments, and agreements contemplated thereby or executed in connection therewith (collectively, the "Transaction Documents");
(b) the borrowing of up to Fifteen Million Dollars ($15,000,000) under the Bridge Loan Agreement;
(c) the grant of a first-priority security interest in substantially all assets of the Company (subject to the intercreditor arrangement with Ridgeline Capital Partners LLC, as set forth in the Intercreditor Agreement) in favor of Pacific Fiduciary Services Inc., in its capacity as Collateral Agent for the benefit of the Secured Parties;
(d) the issuance of warrants to purchase an aggregate of 206,421 shares of common stock of the Company to the Lenders, on the terms and conditions set forth in the respective Warrant Agreements;
(e) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware and the Secretary of State of the State of California, the recording of the IP Security Agreement with the United States Patent and Trademark Office, and the execution and delivery of deposit account control agreements with First Basin National Bank;
(f) the designation of Dr. Ananya Mehta, PhD, Chief Executive Officer, and Robert "Rob" Langford, CPA, Chief Financial Officer, as authorized signatories to execute and deliver the Transaction Documents and any related certificates, agreements, and instruments on behalf of the Company; and
(g) the authorization of each such authorized signatory to take all actions and execute all documents as may be necessary or desirable to consummate the transactions contemplated by the Transaction Documents.
I further certify that the Resolutions have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board or any committee thereof that would conflict with, limit, or otherwise restrict the authority granted by the Resolutions attached as Exhibit A.
CERTIFICATION 2: CERTIFICATE OF INCORPORATION
Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware, including all amendments and certificates of designation filed through the date hereof.
I hereby certify that the Certificate of Incorporation has not been further amended, supplemented, or restated since the date of the most recent filing attached as Exhibit B and remains in full force and effect as of the date hereof. The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.
A Certificate of Good Standing from the Secretary of State of the State of Delaware, dated within ten (10) days of the Closing Date, is being delivered separately as a condition precedent to funding under Section 4.01(e) of the Bridge Loan Agreement.
CERTIFICATION 3: BYLAWS
Attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of the Company, as amended through the date hereof (the "Bylaws").
I hereby certify that the Bylaws have not been further amended, modified, or restated since the date of the copy attached as Exhibit C and remain in full force and effect as of the date hereof.
CERTIFICATION 4: INCUMBENCY AND AUTHORIZED SIGNATORIES
Attached hereto as Exhibit D is the incumbency certificate setting forth the name, title, and specimen signature of each officer of the Company authorized to execute and deliver the Transaction Documents and any related documents, instruments, certificates, and agreements on behalf of the Company.
The following individuals are the duly elected or appointed officers of the Company authorized to act on behalf of the Company in connection with the Bridge Loan Agreement and the other Transaction Documents:
I hereby certify that each person identified above holds the office set forth opposite his or her name, has been duly elected or appointed to such office in accordance with the Certificate of Incorporation and the Bylaws, and is authorized to execute and deliver each of the Transaction Documents and to take all actions as may be necessary or desirable in connection therewith. The specimen signature set forth opposite each person's name above is the true and genuine signature of such person.
CERTIFICATION 5: GOOD STANDING AND QUALIFICATION
I hereby certify that the Company is duly qualified to do business and is in good standing as a foreign corporation in the State of California, which is the state in which its principal place of business is located.
The Company's registered agent in the State of Delaware is National Registered Agents of Delaware Inc., 1209 Orange Street, Wilmington, Delaware 19801.
Certificates of good standing from the Secretary of State of the State of Delaware and the Secretary of State of the State of California are being delivered separately pursuant to the conditions precedent to funding under Section 4.01(e) of the Bridge Loan Agreement.
CERTIFICATION 6: NO CONFLICT AND NO DEFAULT
I hereby certify that the execution, delivery, and performance by the Company of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate or conflict with any provision of the Certificate of Incorporation or the Bylaws of the Company;
(b) result in a breach of, constitute a default (or an event which, with notice or the lapse of time or both, would become a default) under, or give rise to any right of termination, acceleration, or cancellation under, any material agreement, contract, indenture, mortgage, lease, license, or other instrument to which the Company is a party or by which any of its properties or assets may be bound, including without limitation the existing equipment financing facility with Ridgeline Capital Partners LLC (approximately $3,200,000 outstanding principal amount as of the date hereof, maturing December 2027); or
(c) violate any applicable law, statute, rule, regulation, order, judgment, writ, injunction, or decree of any governmental authority or regulatory body having jurisdiction over the Company or any of its properties or assets.
I further certify that no Default or Event of Default (as such terms are defined in the Bridge Loan Agreement) exists under the Bridge Loan Agreement as of the date hereof, nor will any Default or Event of Default result from the initial borrowing under the Bridge Loan Agreement on the Closing Date.
CERTIFICATION 7: REPRESENTATIONS AND WARRANTIES
I hereby certify that each of the representations and warranties made by the Company in the Bridge Loan Agreement and the other Transaction Documents is true and correct in all material respects as of the date hereof (or, to the extent any such representation or warranty is qualified by materiality or by reference to a Material Adverse Effect, true and correct in all respects), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (or, if so qualified, in all respects) as of such earlier date.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above. This Certificate may be relied upon by the Administrative Agent, each Lender, and the Collateral Agent in connection with the Bridge Loan Agreement and the Transaction Documents, and their respective successors, assigns, and participants.
GENOME DX THERAPEUTICS INC.
By: ________
Name: Miriam Sato
Title: General Counsel and Secretary
Date: March 13, 2026
CONFIRMATION OF INCUMBENCY OF THE SECRETARY
The undersigned, Dr. Ananya Mehta, PhD, Chief Executive Officer and Co-Founder of Genome Dx Therapeutics Inc., a Delaware corporation, hereby confirms that Miriam Sato currently holds the office of General Counsel and Secretary of Genome Dx Therapeutics Inc., has been duly appointed to such office in accordance with the Certificate of Incorporation and the Bylaws of the Company, and is duly authorized to execute the foregoing Secretary's Certificate on behalf of the Company. The signature of Miriam Sato appearing above is the true and genuine signature of Miriam Sato.
CONFIRMED:
By: ________
Name: Dr. Ananya Mehta, PhD
Title: Chief Executive Officer & Co-Founder
Date: March 13, 2026
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF GENOME DX THERAPEUTICS INC.
Adopted by Unanimous Written Consent in Lieu of Meeting
Effective as of March 3, 2026
The undersigned, being all of the members of the Board of Directors (the "Board") of Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), hereby adopt the following resolutions by unanimous written consent in lieu of a meeting, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Bylaws of the Company. These resolutions shall have the same force and effect as if adopted at a meeting duly called and held, at which all directors were present.
Participating Directors:
•  Dr. Ananya Mehta, PhD — Chief Executive Officer & Co-Founder, Director
•  Dr. Harold Voss, MD — Lead Independent Director
•  Karen T. Nishikawa — Independent Director (Audit Committee Chair)
•  Samir Patel — Director (Designated by Verdana Health Ventures)
•  Dr. Rebecca Chu, PhD — Independent Director
Board Observer (Non-Voting):
•  Julia Engström — Board Observer (Designated by Verdana Health Ventures)
RECITALS.  WHEREAS, the Company is a clinical-stage biotechnology company engaged in the development of genomic diagnostic and therapeutic products;
WHEREAS, the Company's management has advised the Board that, based on the Company's current cash position, operating burn rate, and projected expenditures, the Company's existing cash resources are estimated to be sufficient to fund the Company's operations only through the second quarter of 2026 (approximately June 2026), absent the receipt of additional capital;
WHEREAS, the Company's independent auditors, Clearview & Associates LLP, included a going-concern qualification in their audit opinion with respect to the Company's financial statements for the fiscal year ended December 31, 2025, issued on February 14, 2026, citing substantial doubt about the Company's ability to continue as a going concern;
WHEREAS, the Company's management and the Board have been pursuing a Series C preferred stock equity financing round, currently targeted for close during the third quarter of 2026, with an estimated size of $60,000,000 to $75,000,000 at an indicative pre-money valuation of approximately $140,000,000 (the "Series C Financing");
WHEREAS, in order to fund the Company's operations pending the anticipated close of the Series C Financing, the Company's management has negotiated a proposed $15,000,000 senior secured bridge loan facility (the "Bridge Loan Facility") with Pinnacle Venture Lending Corp. ("Pinnacle"), as Administrative Agent and a Lender (committing $10,000,000), and Cobalt Life Sciences Fund III, L.P. ("Cobalt"), as a Lender (committing $5,000,000), and Pacific Fiduciary Services Inc. ("Pacific Fiduciary"), as Collateral Agent;
WHEREAS, the Bridge Loan Facility would be documented by a Bridge Loan Agreement and related security documents, and the principal terms thereof include: (i) a single-draw term loan in the principal amount of $15,000,000; (ii) interest at the rate of 6.00% per annum; (iii) a maturity date of March 6, 2027; (iv) a first-priority security interest in substantially all assets of the Company; (v) warrant coverage of 3.00% of each Lender's commitment amount; and (vi) standard affirmative and negative covenants, events of default, and reporting requirements, all as more fully described in the term sheet dated February 10, 2026 (the "Term Sheet"), a copy of which has been provided to each director and reviewed by the Board;
WHEREAS, the Company has an existing equipment financing facility with Ridgeline Capital Partners LLC ("Ridgeline"), with approximately $3,200,000 in outstanding principal, maturing December 2027, secured by specifically identified equipment (the "Ridgeline Facility"), and the parties have agreed to enter into an Intercreditor Agreement to establish the relative lien priorities as between the Bridge Loan Facility and the Ridgeline Facility;
WHEREAS, Calderwood & Harkness LLP has been engaged as counsel to the Company in connection with the Bridge Loan Facility and has negotiated the Transaction Documents with Hargrove, Finch & Calloway LLP, counsel to the Lenders;
WHEREAS, the Board, after due consideration and review of the materials presented by management and counsel, including the Term Sheet, draft Transaction Documents, analyses of alternative financing structures, and the risks and benefits of the proposed Bridge Loan Facility, has determined that it is in the best interests of the Company and its stockholders to enter into the Bridge Loan Agreement and the related Transaction Documents;
NOW, THEREFORE, BE IT:
1. RESOLVED — Approval of the Bridge Loan Agreement. That the Company be, and hereby is, authorized to enter into, execute, deliver, and perform that certain Bridge Loan Agreement (the "Bridge Loan Agreement") by and among the Company, as Borrower, Pinnacle Venture Lending Corp., as Administrative Agent and a Lender (committing Ten Million Dollars ($10,000,000)), Cobalt Life Sciences Fund III, L.P., as a Lender (committing Five Million Dollars ($5,000,000)), and Pacific Fiduciary Services Inc., as Collateral Agent, providing for a Fifteen Million Dollar ($15,000,000) senior secured single-draw term loan bearing interest at 6.00% per annum, maturing on March 6, 2027, substantially in the form presented to the Board and reviewed by Calderwood & Harkness LLP on behalf of the Company, and as negotiated with Hargrove, Finch & Calloway LLP, counsel to the Lenders, with such changes, modifications, and amendments thereto as the authorized signatories (as designated below) shall approve, the execution thereof by such authorized signatories to be conclusive evidence of such approval.
2. RESOLVED — Approval of Security Documents. That the Company be, and hereby is, authorized to execute and deliver the Security Agreement and the IP Security Agreement (collectively, the "Security Documents") in favor of Pacific Fiduciary Services Inc., as Collateral Agent for the benefit of the Secured Parties (as defined in the Bridge Loan Agreement), granting a first-priority security interest in substantially all assets of the Company, including without limitation: (i) intellectual property, consisting of fourteen (14) issued United States patents and seven (7) pending Patent Cooperation Treaty (PCT) applications, together with all continuations, divisionals, reissues, and related rights; (ii) accounts receivable; (iii) deposit accounts; (iv) general intangibles; (v) instruments; and (vi) all proceeds and products of the foregoing; subject in each case to the intercreditor arrangement with Ridgeline Capital Partners LLC regarding specifically identified equipment collateral (the "Ridgeline Priority Collateral"), substantially in the forms presented to the Board.
3. RESOLVED — Approval of Intercreditor Agreement. That the Company be, and hereby is, authorized to execute and deliver the Intercreditor Agreement (the "Intercreditor Agreement") by and among Pinnacle Venture Lending Corp. (as Administrative Agent on behalf of the Secured Parties under the Bridge Loan Agreement), Ridgeline Capital Partners LLC (as existing equipment lender under the Ridgeline Facility, with approximately $3,200,000 in outstanding principal), and the Company, establishing lien priority as follows: (i) Ridgeline Capital Partners LLC shall hold a first-priority security interest in the Ridgeline Priority Collateral (as defined in the Intercreditor Agreement); and (ii) Pinnacle Venture Lending Corp. (as Administrative Agent for the Secured Parties) shall hold a first-priority security interest in all other collateral constituting the Bridge Priority Collateral (as defined in the Intercreditor Agreement), substantially in the form presented to the Board.
4. RESOLVED — Approval of Warrant Issuance. That the Company be, and hereby is, authorized to issue warrants to purchase shares of common stock of the Company (the "Warrants") as follows:
(a) To Pinnacle Venture Lending Corp.: a Warrant to purchase 137,614 shares of common stock, representing 3.00% of Pinnacle's $10,000,000 commitment amount, calculated as $300,000 warrant coverage value divided by $2.18 per share (the Series B per-share price);
(b) To Cobalt Life Sciences Fund III, L.P.: a Warrant to purchase 68,807 shares of common stock, representing 3.00% of Cobalt's $5,000,000 commitment amount, calculated as $150,000 warrant coverage value divided by $2.18 per share (the Series B per-share price);
(c) In the aggregate, the Warrants shall cover 206,421 shares of common stock of the Company;
(d) The exercise price of each Warrant shall be the lesser of (i) $2.18 per share (the Series B per-share price) or (ii) 80% of the per-share price of shares of preferred stock issued in the Series C Financing;
(e) Each Warrant shall have a term of ten (10) years from the date of issuance; and
(f) The Company shall reserve a sufficient number of shares of authorized but unissued common stock for issuance upon exercise of the Warrants, and the officers of the Company are hereby authorized to take all actions necessary to ensure the availability of such shares, including any required filings or amendments.
5. RESOLVED — Approval of Perfection Deliverables. That the Company be, and hereby is, authorized to:
(a) file UCC-1 financing statements with the Secretary of State of the State of Delaware (as the Company's state of incorporation, and therefore the primary filing jurisdiction) and with the Secretary of State of the State of California (as a protective filing in the Company's principal place of business);
(b) record the IP Security Agreement with the United States Patent and Trademark Office; and
(c) execute and deliver deposit account control agreements with First Basin National Bank for the Company's operating account (Account No. **7834) and the Company's payroll account (Account No. **2091), in each case in favor of Pacific Fiduciary Services Inc. as Collateral Agent for the benefit of the Secured Parties.
6. RESOLVED — Approval of Fees. That the Company be, and hereby is, authorized to pay the following fees and expenses in connection with the Bridge Loan Facility:
(a) a commitment fee of $150,000 to the Lenders (representing 1.00% of the $15,000,000 aggregate commitment), payable to each Lender pro rata in accordance with its respective commitment amount;
(b) an administrative agent fee of $25,000 to Pinnacle Venture Lending Corp. in its capacity as Administrative Agent; and
(c) reimbursement of reasonable and documented legal fees and disbursements of Hargrove, Finch & Calloway LLP, counsel to the Lenders, in an amount not to exceed $175,000 for the initial closing.
7. RESOLVED — Designation of Authorized Signatories. That Dr. Ananya Mehta, PhD, Chief Executive Officer, and Robert "Rob" Langford, CPA, Chief Financial Officer, be, and each of them hereby is, designated as an authorized officer and signatory of the Company for purposes of executing and delivering the Bridge Loan Agreement and all other Transaction Documents, and any and all related documents, instruments, certificates, agreements, notices, and filings, on behalf of the Company, each acting individually and without the requirement of a co-signature.
8. RESOLVED — General Authorization. That each authorized officer designated in the foregoing resolutions be, and hereby is, authorized and empowered, in the name and on behalf of the Company, to take any and all such further actions, execute and deliver any and all such further documents, instruments, certificates, and agreements, and make any and all such filings with governmental authorities, as such officer may deem necessary, appropriate, or desirable in order to carry out the intent and purposes of the foregoing resolutions, the execution by any such officer of any such document or instrument, or the taking by any such officer of any such action, to be conclusive evidence of such officer's approval thereof and the authority of such officer to act on behalf of the Company.
9. RESOLVED — Ratification. That all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the negotiation, preparation, and documentation of the Bridge Loan Facility and the transactions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by portable document format (.pdf)) shall be as effective as delivery of an originally executed counterpart.
Dr. Ananya Mehta, PhD, Director
By: ________
Date: March 3, 2026
Dr. Harold Voss, MD, Lead Independent Director
By: ________
Date: March 3, 2026
Karen T. Nishikawa, Independent Director
By: ________
Date: March 3, 2026
Samir Patel, Director
By: ________
Date: March 3, 2026
Dr. Rebecca Chu, PhD, Independent Director
By: ________
Date: March 3, 2026
EXHIBIT B
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF GENOME DX THERAPEUTICS INC.
See attached — Amended and Restated Certificate of Incorporation of Genome Dx Therapeutics Inc., as filed with the Secretary of State of the State of Delaware (file number 7481263), including all amendments and certificates of designation filed through the date hereof.
The Company was originally incorporated in the State of Delaware in 2019. The attached Amended and Restated Certificate of Incorporation includes all amendments filed through the date hereof, including the Certificate of Designation for the Series B Preferred Stock issued in connection with the Company's $42,000,000 Series B preferred stock financing round, which closed in August 2024 at a per-share price of $2.18.
As of the date hereof, the Company has approximately 48,500,000 shares outstanding on a fully diluted basis (prior to the issuance of the Warrants in connection with the Bridge Loan Facility).
[Amended and Restated Certificate of Incorporation attached hereto]
EXHIBIT C
BYLAWS OF GENOME DX THERAPEUTICS INC.
(As Amended Through the Date Hereof)
See attached — Bylaws of Genome Dx Therapeutics Inc., as amended through the date hereof.
[Bylaws attached hereto]
EXHIBIT D
INCUMBENCY CERTIFICATE
OF GENOME DX THERAPEUTICS INC.
The undersigned, Miriam Sato, General Counsel and Secretary of Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), hereby certifies, as of March 13, 2026, that each of the individuals listed below is a duly elected or appointed officer of the Company, currently holds the office set forth opposite his or her name, has been duly authorized by the Board of Directors of the Company to execute and deliver the Transaction Documents (as defined in the Bridge Loan Agreement dated as of March 6, 2026) and all related documents, instruments, certificates, and agreements on behalf of the Company, and the signature set forth opposite each such individual's name is the true and genuine signature of such individual.
This Incumbency Certificate is being delivered as part of the Secretary's Certificate dated as of March 13, 2026, pursuant to Section 4.01(d) of the Bridge Loan Agreement, and may be relied upon by the Administrative Agent, each Lender, and the Collateral Agent.
Certified by:
GENOME DX THERAPEUTICS INC.
By: ________
Name: Miriam Sato
Title: General Counsel and Secretary
Date: March 13, 2026
Name | Title | Specimen Signature
Dr. Ananya Mehta, PhD | Chief Executive Officer & Co-Founder | _____
Robert "Rob" Langford, CPA | Chief Financial Officer | _____
Name | Title | Specimen Signature
Dr. Ananya Mehta, PhD | Chief Executive Officer & Co-Founder | _____
Robert "Rob" Langford, CPA | Chief Financial Officer | _____

SECRETARY'S CERTIFICATE OF GENOME DX THERAPEUTICS INC.

CERTIFICATION 1: BOARD RESOLUTIONS

CERTIFICATION 2: CERTIFICATE OF INCORPORATION

CERTIFICATION 3: BYLAWS

CERTIFICATION 4: INCUMBENCY AND AUTHORIZED SIGNATORIES

CERTIFICATION 5: GOOD STANDING AND QUALIFICATION

CERTIFICATION 6: NO CONFLICT AND NO DEFAULT

CERTIFICATION 7: REPRESENTATIONS AND WARRANTIES

GENOME DX THERAPEUTICS INC.

CONFIRMATION OF INCUMBENCY OF THE SECRETARY

CONFIRMED:

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF GENOME DX THERAPEUTICS INC.

NOW, THEREFORE, BE IT:

EXHIBIT B

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF GENOME DX THERAPEUTICS INC.

EXHIBIT C

BYLAWS OF GENOME DX THERAPEUTICS INC.

EXHIBIT D

INCUMBENCY CERTIFICATE

OF GENOME DX THERAPEUTICS INC.

GENOME DX THERAPEUTICS INC.

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