closing-letter-to-client.docx

1013-00001 · Genome Dx Therapeutics Inc · Correspondence

closing-letter-to-client.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law 555 California Street, 40th Floor San Francisco, CA 94104 Telephone: (415) 773-5000 Facsimile: (415) 773-5001 www.calderwoodharkness.com

March 6, 2026

Matter No. 14892.003

Via Email and Hand Delivery

Miriam Sato, Esq. General Counsel and Secretary Genome Dx Therapeutics Inc. 450 Genome Way, Suite 300 South San Francisco, CA 94080

Re: Genome Dx Therapeutics Inc. — $15,000,000 Senior Secured Bridge Loan Facility — Signing Confirmation and Remaining Closing Deliverables

Dear Miriam:

1. Purpose and Signing Confirmation

We are pleased to confirm that all principal transaction documents in connection with the $15,000,000 senior secured bridge credit facility (the "Bridge Loan") were duly executed and delivered by all parties on today's date, March 6, 2026 (the "Signing Date"). This letter summarizes the documents that were executed, identifies the conditions precedent to funding that remain outstanding, and sets forth the action items that must be completed in order to achieve funding on the anticipated timeline.

The parties to the Bridge Loan are as follows:

• Genome Dx Therapeutics Inc. ("GenomeDx" or the "Borrower"), a Delaware corporation with its principal offices in South San Francisco, California;

• Pinnacle Venture Lending Corp. ("Pinnacle"), in its capacity as Administrative Agent and as a Lender;

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

• Pacific Fiduciary Services Inc. ("PFS"), as Collateral Agent.

The Bridge Loan is structured as a single-draw term loan with a maturity date of March 6, 2027 (the "Maturity Date"), bearing interest at a fixed rate of 6.00% per annum, calculated on a 360-day-year / actual-days-elapsed basis. The aggregate commitment under the facility is $15,000,000, allocated between the Lenders as follows:

The anticipated Closing and Funding Date is March 13, 2026 (T+5 business days from the Signing Date), subject to the satisfaction (or waiver by the Lenders) of all remaining conditions precedent to funding as described in Section 3 below.

2. Summary of Executed Transaction Documents

The following transaction documents were executed by all applicable parties on the Signing Date. Unless otherwise indicated, each document is dated as of March 6, 2026:

1. Bridge Loan Agreement. Senior Secured Bridge Credit Agreement dated March 6, 2026, among GenomeDx (as Borrower), Pinnacle (as Administrative Agent and a Lender), Cobalt (as a Lender), and PFS (as Collateral Agent). The Bridge Loan Agreement sets forth the terms and conditions of the $15,000,000 facility, including the interest rate, maturity, repayment provisions, representations and warranties, affirmative and negative covenants, events of default, and conditions precedent to funding.

2. Security Agreement. Security Agreement dated March 6, 2026, between GenomeDx (as Grantor) and PFS (as Collateral Agent), pursuant to which GenomeDx has granted a first-priority security interest in substantially all of its assets in favor of the Collateral Agent for the ratable benefit of the Lenders. The security interest is subject to the intercreditor arrangement with Ridgeline Capital Partners LLC ("Ridgeline") regarding certain equipment collateral, as more fully described in the Intercreditor Agreement referenced below.

3. IP Security Agreement. Short-form Patent and Trademark Security Agreement dated March 6, 2026, between GenomeDx and PFS, prepared in recordable form for filing with the United States Patent and Trademark Office (the "USPTO"). This agreement covers GenomeDx's intellectual property portfolio, which currently comprises 14 issued U.S. patents and 7 pending PCT applications, as set forth in the schedules attached thereto.

4. Warrant Agreement — Pinnacle. Common Stock Purchase Warrant dated March 6, 2026, issued by GenomeDx to Pinnacle for the purchase of 137,614 shares of GenomeDx common stock, par value $0.001 per share. The per-share exercise price is equal to the lesser of (a) $2.18 and (b) 80% of the price per share paid by investors in GenomeDx's anticipated Series C preferred stock financing (the "Series C"). The warrant has a term of 10 years from the date of issuance.

5. Warrant Agreement — Cobalt. Common Stock Purchase Warrant dated March 6, 2026, issued by GenomeDx to Cobalt for the purchase of 68,807 shares of GenomeDx common stock, par value $0.001 per share, on terms substantially identical to the Pinnacle warrant, including with respect to exercise price and 10-year term.

6. Intercreditor Agreement. Intercreditor Agreement dated March 6, 2026, among Pinnacle (in its capacity as Administrative Agent for the bridge Lenders), Ridgeline, and GenomeDx, with acknowledgment by PFS (as Collateral Agent). The Intercreditor Agreement establishes the relative lien priority between the bridge Lenders and Ridgeline with respect to two categories of collateral: (a) "Ridgeline Priority Collateral," consisting of the specific equipment and related assets securing GenomeDx's existing $3,200,000 equipment financing facility with Ridgeline, over which Ridgeline holds first-priority liens and the bridge Lenders hold second-priority liens; and (b) "Bridge Priority Collateral," consisting of all other assets of GenomeDx, over which the bridge Lenders hold first-priority liens and Ridgeline holds second-priority liens, to the extent Ridgeline holds any liens on such assets.

Fully executed counterparts of all of the foregoing documents are currently being assembled. Final conformed copies will be delivered to GenomeDx promptly following the Closing Date. In the interim, please do not hesitate to contact us if you require copies of any individual signature pages or executed documents on an expedited basis.

3. Remaining Conditions Precedent to Funding

Funding of the Bridge Loan remains subject to the satisfaction (or waiver by the Lenders) of certain conditions precedent set forth in Article V of the Bridge Loan Agreement. Below is a summary of the deliverables that remain outstanding as of the Signing Date and must be satisfied on or prior to the anticipated Funding Date of March 13, 2026. We have included the current status of each item and identified the specific action items that require attention from GenomeDx personnel.

3.1 Good Standing Certificates

Certificates of good standing (or the equivalent status certificate) are required for GenomeDx from the following jurisdictions:

• Delaware Secretary of State: Certificate of Good Standing for GenomeDx, dated within 10 days of the Closing Date. Delaware is GenomeDx's jurisdiction of incorporation.

• California Secretary of State: Certificate of Good Standing (or equivalent status certificate, currently denominated a "Certificate of Status" by the California Secretary of State) for GenomeDx, dated within 10 days of the Closing Date. California is GenomeDx's principal place of business and the jurisdiction in which it is qualified to do business as a foreign corporation.

Action Required: We ask that Miriam or Rob Langford order expedited certificates from both the Delaware and California Secretaries of State no later than March 9, 2026, to ensure timely receipt in advance of the March 13 Funding Date. We note that GenomeDx's registered agent in Delaware is National Registered Agents of Delaware Inc., located at 1209 Orange Street, Wilmington, DE 19801, and may be able to assist with expedited processing of the Delaware certificate. For the California filing, expedited processing is typically available for an additional fee and generally results in a turnaround time of two to three business days. Please let us know if you would like us to coordinate any of these filings on your behalf.

3.2 Deposit Account Control Agreements (DACAs)

Deposit Account Control Agreements ("DACAs") must be executed by GenomeDx, PFS (as Collateral Agent), and First Basin National Bank for each of the following deposit accounts maintained by GenomeDx at First Basin:

• Primary Operating Account: Account ending in **7834

• Payroll Account: Account ending in **2091

Status: Draft DACAs in the form required by PFS were circulated to First Basin National Bank's legal department on February 28, 2026. As of the date hereof, we are awaiting First Basin's legal review and execution of the DACAs. We understand from prior discussions that First Basin has certain internal form requirements for DACAs, and our drafts incorporate First Basin's standard provisions to the extent consistent with the requirements of the Bridge Loan Agreement and Security Agreement.

Action Required: We ask that Rob Langford follow up with GenomeDx's relationship manager at First Basin National Bank to expedite the bank's review and execution of the DACAs. Given the March 13 target Funding Date, we would ideally have executed DACAs in hand by March 11, 2026, to allow sufficient time for review by the Lenders and their counsel prior to closing. If First Basin raises any substantive comments on the draft DACAs, please route them to Sophie Tremblay at our office for prompt response.

3.3 UCC-1 Financing Statement Filings

UCC-1 financing statements must be filed with the following offices to perfect the Collateral Agent's security interest in GenomeDx's personal property assets:

• Delaware Secretary of State — This is the primary filing jurisdiction, as GenomeDx is a Delaware corporation and UCC financing statement filings are made in the jurisdiction of the debtor's organization under Article 9 of the Uniform Commercial Code.

• California Secretary of State — This is a protective filing in GenomeDx's principal place of business, filed as an additional measure of protection.

Status: Calderwood & Harkness has prepared the UCC-1 forms for both filings. Each filing will name GenomeDx as Debtor and PFS as Secured Party and will describe the collateral consistent with the collateral description set forth in the Security Agreement. The filings will be submitted promptly upon receipt of confirmation that all other closing conditions have been satisfied or waived. We anticipate filing through our usual service company, which provides same-day filing capability in Delaware and next-business-day filing in California.

3.4 IP Security Agreement Recording

The short-form Patent and Trademark Security Agreement described in Section 2(3) above must be recorded with the USPTO to perfect the Collateral Agent's security interest in GenomeDx's registered patent and trademark portfolio. Recording with the USPTO is necessary in addition to the UCC-1 filings to ensure that the security interest in GenomeDx's federally registered intellectual property is properly perfected under applicable law.

Status: The IP Security Agreement has been fully executed and is in recordable form, prepared and ready for submission to the USPTO upon the closing of the Bridge Loan. We will coordinate the filing through our intellectual property recording service. No action is required from GenomeDx at this time with respect to this item.

3.5 Lien Search Results

The Bridge Loan Agreement requires that the Lenders receive the results of comprehensive lien searches demonstrating that no liens exist against GenomeDx's assets other than Permitted Liens as defined in the Bridge Loan Agreement. The required searches include:

• UCC lien searches in Delaware (jurisdiction of organization) and California (principal place of business);

• Federal tax lien searches;

• State and local tax lien and judgment searches; and

• IP lien searches at the USPTO (patent and trademark assignments and security interests).

Permitted Liens include, among other things, Ridgeline's existing equipment liens securing the $3,200,000 equipment financing facility, customary statutory liens arising in the ordinary course of business, and other liens expressly identified in the Permitted Liens schedule to the Bridge Loan Agreement.

Status: All searches have been ordered through our search vendor. Results are expected by March 10, 2026. We will review the results promptly upon receipt and advise if any adverse findings are identified. Based on our understanding of GenomeDx's current lien profile, we do not anticipate any issues.

3.6 Evidence of Insurance

Certificates of insurance must be delivered to the Lenders and Collateral Agent demonstrating that GenomeDx maintains the insurance coverage required under the Bridge Loan Agreement and Security Agreement. The required policies and current carriers are as follows:

Action Required: We ask that Miriam or Rob coordinate with GenomeDx's insurance broker (or directly with the carriers) to request that updated certificates of insurance be issued reflecting the following:

• Pinnacle Venture Lending Corp. (as Administrative Agent) and Pacific Fiduciary Services Inc. (as Collateral Agent) must be named as additional insureds on the general commercial liability policy and as loss payees (or mortgagees / lender's loss payees, as applicable) on property insurance and related policies, in each case as required by the Bridge Loan Agreement and Security Agreement.

• The certificates should reflect that the policies are in full force and effect and that the insurer will provide at least 30 days' prior written notice to the additional insured / loss payee parties before cancellation or material modification of the policies.

We would appreciate receiving the updated certificates by March 11, 2026, to allow time for review by the Lenders and their counsel.

3.7 Officer's Certificate (Secretary's Certificate)

A Secretary's Certificate of GenomeDx must be delivered at closing, certifying and attaching the following:

(a) Board resolutions of GenomeDx's Board of Directors authorizing the execution, delivery, and performance of the Bridge Loan and all related transaction documents;

(b) GenomeDx's Certificate of Incorporation (as amended and restated through the date hereof);

(d) Incumbency certificates for Dr. Ananya Mehta (Chief Executive Officer) and Robert Langford (Chief Financial Officer) as authorized signatories for GenomeDx in connection with the Bridge Loan and related transactions.

Status: A draft of the Secretary's Certificate was prepared by Calderwood & Harkness and circulated to Miriam for review on March 4, 2026. We have not yet received comments on the draft. The final execution copy is to be signed by Miriam in her capacity as Secretary of GenomeDx on or prior to the Funding Date. We ask that Miriam review the draft at her earliest convenience and advise us of any necessary revisions so that the certificate can be finalized in advance of closing.

3.8 Audited Financial Statements

The Bridge Loan Agreement requires delivery of GenomeDx's audited financial statements for the fiscal year ended December 31, 2025 ("FY2025"), together with the audit report of GenomeDx's independent registered public accounting firm.

Status: The FY2025 audited financial statements have been received, with the audit opinion issued by Clearview & Associates LLP and dated February 14, 2026. The audited financial statements have been provided to the Lenders' counsel, Hargrove, Finch & Calloway LLP ("HFC"), for review. We note that the audit opinion includes a going-concern qualification, which is contingent on GenomeDx's ability to secure additional financing to fund its operations. This qualification has been discussed with and acknowledged by both Pinnacle and Cobalt, and neither Lender has indicated that the going-concern qualification constitutes an impediment to closing. No further action is required from GenomeDx with respect to this item.

3.9 Legal Opinions

Two legal opinions are required in connection with the closing:

• Opinion of Calderwood & Harkness LLP (Borrower's Counsel). Calderwood & Harkness will deliver a legal opinion addressed to the Lenders and the Collateral Agent on the Closing Date, covering matters including due organization and valid existence of GenomeDx, good standing in Delaware and California, corporate power and authority to enter into the transaction documents, due authorization and execution, enforceability of the transaction documents, no conflicts with organizational documents or applicable law, perfection of security interests under the UCC, and governing law matters.

• Opinion of Hargrove, Finch & Calloway LLP (Lenders' Counsel). HFC will deliver a legal opinion addressed to the Lenders, which is an internal lender deliverable and does not require any action by GenomeDx.

Status: The Calderwood & Harkness opinion is in final draft form and has been reviewed internally. The opinion will be dated as of the Closing Date and will be delivered simultaneously with funding.

3.10 Payment of Fees

The following fees and expenses must be paid on or prior to the Funding Date. As described below, certain fees will be netted from the Lenders' funding disbursements in accordance with the funds flow memorandum:

Commitment Fee: $150,000 (equal to 1.00% of the $15,000,000 aggregate commitments under the Bridge Loan). The commitment fee is allocated between the Lenders in proportion to their respective commitments:

• Pinnacle: $100,000 (1.00% of $10,000,000)

• Cobalt: $50,000 (1.00% of $5,000,000)

Per the funds flow arrangement set forth in the Bridge Loan Agreement, these amounts will be netted from the respective Lenders' funding disbursements and are not required to be paid separately by GenomeDx.

Administrative Agent Fee: $25,000 (annual fee payable to Pinnacle in its capacity as Administrative Agent under the Bridge Loan Agreement). This fee will also be netted from Pinnacle's funding disbursement.

Lenders' Counsel Fees: GenomeDx is responsible for the reasonable and documented fees and expenses of Hargrove, Finch & Calloway LLP incurred in connection with the negotiation, documentation, and closing of the Bridge Loan. Pursuant to the Bridge Loan Agreement, such fees and expenses are capped at $175,000 for the initial closing. HFC's final invoice will be submitted at or prior to closing, and the invoiced amount will be disbursed directly from loan proceeds per the funds flow memorandum.

Net Loan Proceeds: After giving effect to the netting of the commitment fee ($150,000), the administrative agent fee ($25,000), and the Lenders' counsel fees (up to $175,000), the net amount to be deposited to GenomeDx's primary operating account at First Basin National Bank (Account ending in **7834) will be approximately $14,650,000**, subject to the final amount of the HFC invoice. A detailed funds flow memorandum setting forth the precise amounts and wire instructions for all disbursements will be circulated to all parties in advance of the Funding Date, as described in the timeline below.

4. Anticipated Funding Timeline

Set forth below is a summary of the anticipated timeline from the Signing Date through the Funding Date. We ask that GenomeDx personnel treat the target dates below as firm deadlines in order to ensure that closing occurs on March 13, 2026, as currently anticipated.

We note that the first interest payment under the Bridge Loan Agreement will be due on April 1, 2026, reflecting interest accrued from the Funding Date through March 31, 2026. Based on a $15,000,000 outstanding principal balance at a rate of 6.00% per annum on a 360-day-year / actual-days-elapsed basis, the monthly interest obligation is approximately $75,000, though the exact amount of the first payment will be calculated based on the actual number of days elapsed from the Funding Date through March 31, 2026 (i.e., 18 days if the Funding Date is March 13, resulting in an initial payment of approximately $45,000).

5. Action Items for GenomeDx

For ease of reference, we have summarized below the immediate action items requiring attention from GenomeDx personnel. We ask that these items be addressed promptly to ensure that all conditions precedent to funding are satisfied by the target dates set forth in the timeline above.

1. Miriam Sato (General Counsel and Secretary):

• Review, finalize, and execute the Officer's Certificate (Secretary's Certificate), including verification of the attached board resolutions, certificate of incorporation, bylaws, and incumbency certificates for Dr. Mehta and Rob Langford. Please advise us of any comments on the draft circulated on March 4 at your earliest convenience.

• Coordinate with GenomeDx's insurance broker (or directly with the carriers) to request updated certificates of insurance from Sentinel Specialty Insurance Co. (D&O policy) and Commonwealth Mutual Insurance Group (general commercial liability policy), naming Pinnacle (as Administrative Agent) and PFS (as Collateral Agent) as additional insureds / loss payees as required by the Bridge Loan Agreement and Security Agreement. Target receipt date: March 11, 2026.

2. Robert "Rob" Langford (Chief Financial Officer):

• Order expedited certificates of good standing from both the Delaware Secretary of State and the California Secretary of State. Please submit orders no later than March 9, 2026 to ensure timely receipt. GenomeDx's Delaware registered agent (National Registered Agents of Delaware Inc., 1209 Orange Street, Wilmington, DE 19801) may be able to assist with expedited processing.

• Follow up with GenomeDx's relationship manager at First Basin National Bank to expedite the bank's review and execution of the deposit account control agreements (DACAs) for the Primary Operating Account (Acct **7834) and the Payroll Account (Acct **2091). Any substantive comments from First Basin should be routed to Sophie Tremblay at Calderwood & Harkness for prompt response. Target receipt date for executed DACAs: March 11, 2026.

• Confirm wire instructions for GenomeDx's primary operating account at First Basin National Bank (Acct **7834) for inclusion in the final funds flow memorandum to be circulated by C&H on March 12, 2026. Wire instructions should include ABA routing number, account number, account name, and any applicable reference information.

3. Dr. Ananya Mehta (Chief Executive Officer and Co-Founder):

• No specific action items at this time. We will keep Dr. Mehta informed of the funding timeline and will notify her promptly if any issues arise that require her attention.

6. Post-Closing Reminders

We want to take this opportunity to briefly highlight certain ongoing obligations of GenomeDx under the Bridge Loan Agreement that will become effective upon funding. Calderwood & Harkness will prepare a comprehensive post-closing compliance calendar and circulate it to Miriam and Rob promptly following the Closing Date, but in the interim, we draw your attention to the following key items:

• Monthly Interest Payments. Interest on the Bridge Loan is payable monthly, on the first business day of each calendar month, commencing April 1, 2026. As noted above, the monthly interest obligation is approximately $75,000 per month on a full draw of $15,000,000, calculated at 6.00% per annum on a 360-day-year / actual-days-elapsed basis.

• Minimum Cash Covenant. GenomeDx must maintain a minimum cash balance of $3,000,000 at all times, tested as of the last business day of each calendar month. The minimum cash covenant is measured based on unrestricted cash and cash equivalents held in deposit accounts subject to DACAs in favor of the Collateral Agent.

• Maximum Capital Expenditure Covenant. GenomeDx's aggregate capital expenditures may not exceed $2,500,000 in any trailing twelve-month period. Capital expenditures in excess of this threshold require the prior written consent of the Required Lenders (i.e., Lenders holding more than 50% of the aggregate outstanding commitments under the Bridge Loan Agreement).

• Ongoing Reporting and Compliance Covenants. GenomeDx is subject to various reporting and compliance covenants as set forth in the Bridge Loan Agreement, including, among other things, delivery of monthly unaudited financial statements, quarterly compliance certificates, annual audited financial statements, prompt notice of material adverse events, and maintenance of corporate existence and good standing.

• Mandatory Prepayment Obligation. The Bridge Loan Agreement requires that 100% of net cash proceeds from the anticipated Series C equity financing (or any other equity financing by GenomeDx raising gross proceeds in excess of $20,000,000) be applied to prepay the Bridge Loan in full, together with all accrued and unpaid interest thereon. GenomeDx should ensure that the terms of any future equity financing are structured to accommodate this mandatory prepayment obligation.

• Lender Conversion Option. In lieu of receiving cash repayment upon a mandatory prepayment event triggered by the closing of the Series C financing, each Lender has the option to elect to convert all or any portion of its outstanding principal and accrued interest into shares of Series C preferred stock at a conversion price equal to 80% of the price per share paid by investors in the Series C (i.e., a 20% discount to the Series C price). This conversion right is exercisable only if the Series C closes on or prior to the Maturity Date of March 6, 2027.

We will provide a more detailed summary of all post-closing obligations, together with a compliance calendar identifying key dates and deadlines, promptly following the Closing Date.

7. Closing

We are very pleased with the successful execution of all transaction documents on today's date and look forward to working with you and the GenomeDx team to complete the remaining closing deliverables and achieve funding on March 13, 2026. The Bridge Loan represents an important milestone for GenomeDx as the company continues to advance its pipeline and prepare for the anticipated Series C financing, and we are proud to have served as your counsel in connection with this transaction.

Calderwood & Harkness remains available at all times for any questions regarding the remaining closing deliverables, the post-closing compliance obligations described above, or any other aspect of the Bridge Loan transaction. Please do not hesitate to reach out to either of the undersigned. Ian Blackwood, the responsible partner on this matter, and Sophie Tremblay, lead associate, are available to coordinate all remaining items and can be reached at the contact information below:

Ian Blackwood, Partner, Banking & Finance Telephone: (415) 773-5042

Email: iblackwood@calderwoodharkness.com

Sophie Tremblay, Associate, Banking & Finance Telephone: (415) 773-5187

Email: stremblay@calderwoodharkness.com

We would appreciate it if you could confirm receipt of this letter and the action items outlined herein at your earliest convenience, so that we can ensure all items are on track for the anticipated Funding Date.

Thank you again for your confidence in Calderwood & Harkness, and we look forward to a successful closing next week.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Ian Blackwood Partner, Banking & Finance 555 California Street, 40th Floor San Francisco, CA 94104

cc: Dr. Ananya Mehta, Chief Executive Officer & Co-Founder, Genome Dx Therapeutics Inc. Robert "Rob" Langford, Chief Financial Officer, Genome Dx Therapeutics Inc.

Encl.: Execution copies of all Transaction Documents (under separate cover)

Lender	Commitment Amount	Pro Rata Share
Pinnacle Venture Lending Corp.	$10,000,000	66.67%
Cobalt Life Sciences Fund III, L.P.	$5,000,000	33.33%
Total	$15,000,000	100.00%
Coverage Type	Carrier	Policy Limit
Directors & Officers (D&O) Liability	Sentinel Specialty Insurance Co.	$10,000,000
General Commercial Liability	Commonwealth Mutual Insurance Group	$5,000,000
Target Date	Action Item
March 6, 2026 (completed)	Signing Date — all transaction documents executed and delivered by all parties.
March 7–9, 2026	Order expedited good standing certificates from the Delaware and California Secretaries of State; finalize deposit account control agreements (DACAs) with First Basin National Bank; request updated certificates of insurance from Sentinel Specialty Insurance Co. (D&O) and Commonwealth Mutual Insurance Group (GL).
March 10, 2026	Lien search results expected from search vendor; C&H to review results and confirm no adverse findings. Follow up on status of DACAs and insurance certificates.
March 11, 2026	Target date for receipt of executed DACAs from First Basin National Bank; target date for receipt of updated insurance certificates; target date for receipt of good standing certificates.
March 12, 2026	C&H to circulate final funds flow memorandum with wire instructions for all closing disbursements; all parties to confirm wire details; C&H to finalize and date legal opinion; Miriam to execute final Secretary's Certificate; final pre-closing call with all parties and counsel to confirm satisfaction of all conditions precedent.
March 13, 2026	Anticipated Closing and Funding Date — satisfaction of all remaining conditions precedent; funding of $15,000,000 by Pinnacle ($10,000,000) and Cobalt ($5,000,000) through PFS (Collateral Agent) for disbursement per the funds flow memorandum; UCC-1 filings submitted in Delaware and California; IP Security Agreement submitted for recording with the USPTO; C&H legal opinion delivered.

CALDERWOOD & HARKNESS LLP Attorneys at Law 555 California Street, 40th Floor San Francisco, CA 94104 Telephone: (415) 773-5000 Facsimile: (415) 773-5001 www.calderwoodharkness.com
March 6, 2026
Matter No. 14892.003
Via Email and Hand Delivery
Miriam Sato, Esq. General Counsel and Secretary Genome Dx Therapeutics Inc. 450 Genome Way, Suite 300 South San Francisco, CA 94080
Re: Genome Dx Therapeutics Inc. — $15,000,000 Senior Secured Bridge Loan Facility — Signing Confirmation and Remaining Closing Deliverables
Dear Miriam:
1. Purpose and Signing Confirmation
We are pleased to confirm that all principal transaction documents in connection with the $15,000,000 senior secured bridge credit facility (the "Bridge Loan") were duly executed and delivered by all parties on today's date, March 6, 2026 (the "Signing Date"). This letter summarizes the documents that were executed, identifies the conditions precedent to funding that remain outstanding, and sets forth the action items that must be completed in order to achieve funding on the anticipated timeline.
The parties to the Bridge Loan are as follows:
• Genome Dx Therapeutics Inc. ("GenomeDx" or the "Borrower"), a Delaware corporation with its principal offices in South San Francisco, California;
• Pinnacle Venture Lending Corp. ("Pinnacle"), in its capacity as Administrative Agent and as a Lender;
• Cobalt Life Sciences Fund III, L.P. ("Cobalt"), as a Lender; and
• Pacific Fiduciary Services Inc. ("PFS"), as Collateral Agent.
The Bridge Loan is structured as a single-draw term loan with a maturity date of March 6, 2027 (the "Maturity Date"), bearing interest at a fixed rate of 6.00% per annum, calculated on a 360-day-year / actual-days-elapsed basis. The aggregate commitment under the facility is $15,000,000, allocated between the Lenders as follows:
The anticipated Closing and Funding Date is March 13, 2026 (T+5 business days from the Signing Date), subject to the satisfaction (or waiver by the Lenders) of all remaining conditions precedent to funding as described in Section 3 below.
2. Summary of Executed Transaction Documents
The following transaction documents were executed by all applicable parties on the Signing Date. Unless otherwise indicated, each document is dated as of March 6, 2026:
1. Bridge Loan Agreement. Senior Secured Bridge Credit Agreement dated March 6, 2026, among GenomeDx (as Borrower), Pinnacle (as Administrative Agent and a Lender), Cobalt (as a Lender), and PFS (as Collateral Agent). The Bridge Loan Agreement sets forth the terms and conditions of the $15,000,000 facility, including the interest rate, maturity, repayment provisions, representations and warranties, affirmative and negative covenants, events of default, and conditions precedent to funding.
2. Security Agreement. Security Agreement dated March 6, 2026, between GenomeDx (as Grantor) and PFS (as Collateral Agent), pursuant to which GenomeDx has granted a first-priority security interest in substantially all of its assets in favor of the Collateral Agent for the ratable benefit of the Lenders. The security interest is subject to the intercreditor arrangement with Ridgeline Capital Partners LLC ("Ridgeline") regarding certain equipment collateral, as more fully described in the Intercreditor Agreement referenced below.
3. IP Security Agreement. Short-form Patent and Trademark Security Agreement dated March 6, 2026, between GenomeDx and PFS, prepared in recordable form for filing with the United States Patent and Trademark Office (the "USPTO"). This agreement covers GenomeDx's intellectual property portfolio, which currently comprises 14 issued U.S. patents and 7 pending PCT applications, as set forth in the schedules attached thereto.
4. Warrant Agreement — Pinnacle. Common Stock Purchase Warrant dated March 6, 2026, issued by GenomeDx to Pinnacle for the purchase of 137,614 shares of GenomeDx common stock, par value $0.001 per share. The per-share exercise price is equal to the lesser of (a) $2.18 and (b) 80% of the price per share paid by investors in GenomeDx's anticipated Series C preferred stock financing (the "Series C"). The warrant has a term of 10 years from the date of issuance.
5. Warrant Agreement — Cobalt. Common Stock Purchase Warrant dated March 6, 2026, issued by GenomeDx to Cobalt for the purchase of 68,807 shares of GenomeDx common stock, par value $0.001 per share, on terms substantially identical to the Pinnacle warrant, including with respect to exercise price and 10-year term.
6. Intercreditor Agreement. Intercreditor Agreement dated March 6, 2026, among Pinnacle (in its capacity as Administrative Agent for the bridge Lenders), Ridgeline, and GenomeDx, with acknowledgment by PFS (as Collateral Agent). The Intercreditor Agreement establishes the relative lien priority between the bridge Lenders and Ridgeline with respect to two categories of collateral: (a) "Ridgeline Priority Collateral," consisting of the specific equipment and related assets securing GenomeDx's existing $3,200,000 equipment financing facility with Ridgeline, over which Ridgeline holds first-priority liens and the bridge Lenders hold second-priority liens; and (b) "Bridge Priority Collateral," consisting of all other assets of GenomeDx, over which the bridge Lenders hold first-priority liens and Ridgeline holds second-priority liens, to the extent Ridgeline holds any liens on such assets.
Fully executed counterparts of all of the foregoing documents are currently being assembled. Final conformed copies will be delivered to GenomeDx promptly following the Closing Date. In the interim, please do not hesitate to contact us if you require copies of any individual signature pages or executed documents on an expedited basis.
3. Remaining Conditions Precedent to Funding
Funding of the Bridge Loan remains subject to the satisfaction (or waiver by the Lenders) of certain conditions precedent set forth in Article V of the Bridge Loan Agreement. Below is a summary of the deliverables that remain outstanding as of the Signing Date and must be satisfied on or prior to the anticipated Funding Date of March 13, 2026. We have included the current status of each item and identified the specific action items that require attention from GenomeDx personnel.
3.1 Good Standing Certificates
Certificates of good standing (or the equivalent status certificate) are required for GenomeDx from the following jurisdictions:
• Delaware Secretary of State: Certificate of Good Standing for GenomeDx, dated within 10 days of the Closing Date. Delaware is GenomeDx's jurisdiction of incorporation.
• California Secretary of State: Certificate of Good Standing (or equivalent status certificate, currently denominated a "Certificate of Status" by the California Secretary of State) for GenomeDx, dated within 10 days of the Closing Date. California is GenomeDx's principal place of business and the jurisdiction in which it is qualified to do business as a foreign corporation.
Action Required: We ask that Miriam or Rob Langford order expedited certificates from both the Delaware and California Secretaries of State no later than March 9, 2026, to ensure timely receipt in advance of the March 13 Funding Date. We note that GenomeDx's registered agent in Delaware is National Registered Agents of Delaware Inc., located at 1209 Orange Street, Wilmington, DE 19801, and may be able to assist with expedited processing of the Delaware certificate. For the California filing, expedited processing is typically available for an additional fee and generally results in a turnaround time of two to three business days. Please let us know if you would like us to coordinate any of these filings on your behalf.
3.2 Deposit Account Control Agreements (DACAs)
Deposit Account Control Agreements ("DACAs") must be executed by GenomeDx, PFS (as Collateral Agent), and First Basin National Bank for each of the following deposit accounts maintained by GenomeDx at First Basin:
• Primary Operating Account: Account ending in **7834
• Payroll Account: Account ending in **2091
Status: Draft DACAs in the form required by PFS were circulated to First Basin National Bank's legal department on February 28, 2026. As of the date hereof, we are awaiting First Basin's legal review and execution of the DACAs. We understand from prior discussions that First Basin has certain internal form requirements for DACAs, and our drafts incorporate First Basin's standard provisions to the extent consistent with the requirements of the Bridge Loan Agreement and Security Agreement.
Action Required: We ask that Rob Langford follow up with GenomeDx's relationship manager at First Basin National Bank to expedite the bank's review and execution of the DACAs. Given the March 13 target Funding Date, we would ideally have executed DACAs in hand by March 11, 2026, to allow sufficient time for review by the Lenders and their counsel prior to closing. If First Basin raises any substantive comments on the draft DACAs, please route them to Sophie Tremblay at our office for prompt response.
3.3 UCC-1 Financing Statement Filings
UCC-1 financing statements must be filed with the following offices to perfect the Collateral Agent's security interest in GenomeDx's personal property assets:
• Delaware Secretary of State — This is the primary filing jurisdiction, as GenomeDx is a Delaware corporation and UCC financing statement filings are made in the jurisdiction of the debtor's organization under Article 9 of the Uniform Commercial Code.
• California Secretary of State — This is a protective filing in GenomeDx's principal place of business, filed as an additional measure of protection.
Status: Calderwood & Harkness has prepared the UCC-1 forms for both filings. Each filing will name GenomeDx as Debtor and PFS as Secured Party and will describe the collateral consistent with the collateral description set forth in the Security Agreement. The filings will be submitted promptly upon receipt of confirmation that all other closing conditions have been satisfied or waived. We anticipate filing through our usual service company, which provides same-day filing capability in Delaware and next-business-day filing in California.
3.4 IP Security Agreement Recording
The short-form Patent and Trademark Security Agreement described in Section 2(3) above must be recorded with the USPTO to perfect the Collateral Agent's security interest in GenomeDx's registered patent and trademark portfolio. Recording with the USPTO is necessary in addition to the UCC-1 filings to ensure that the security interest in GenomeDx's federally registered intellectual property is properly perfected under applicable law.
Status: The IP Security Agreement has been fully executed and is in recordable form, prepared and ready for submission to the USPTO upon the closing of the Bridge Loan. We will coordinate the filing through our intellectual property recording service. No action is required from GenomeDx at this time with respect to this item.
3.5 Lien Search Results
The Bridge Loan Agreement requires that the Lenders receive the results of comprehensive lien searches demonstrating that no liens exist against GenomeDx's assets other than Permitted Liens as defined in the Bridge Loan Agreement. The required searches include:
• UCC lien searches in Delaware (jurisdiction of organization) and California (principal place of business);
• Federal tax lien searches;
• State and local tax lien and judgment searches; and
• IP lien searches at the USPTO (patent and trademark assignments and security interests).
Permitted Liens include, among other things, Ridgeline's existing equipment liens securing the $3,200,000 equipment financing facility, customary statutory liens arising in the ordinary course of business, and other liens expressly identified in the Permitted Liens schedule to the Bridge Loan Agreement.
Status: All searches have been ordered through our search vendor. Results are expected by March 10, 2026. We will review the results promptly upon receipt and advise if any adverse findings are identified. Based on our understanding of GenomeDx's current lien profile, we do not anticipate any issues.
3.6 Evidence of Insurance
Certificates of insurance must be delivered to the Lenders and Collateral Agent demonstrating that GenomeDx maintains the insurance coverage required under the Bridge Loan Agreement and Security Agreement. The required policies and current carriers are as follows:
Action Required: We ask that Miriam or Rob coordinate with GenomeDx's insurance broker (or directly with the carriers) to request that updated certificates of insurance be issued reflecting the following:
• Pinnacle Venture Lending Corp. (as Administrative Agent) and Pacific Fiduciary Services Inc. (as Collateral Agent) must be named as additional insureds on the general commercial liability policy and as loss payees (or mortgagees / lender's loss payees, as applicable) on property insurance and related policies, in each case as required by the Bridge Loan Agreement and Security Agreement.
• The certificates should reflect that the policies are in full force and effect and that the insurer will provide at least 30 days' prior written notice to the additional insured / loss payee parties before cancellation or material modification of the policies.
We would appreciate receiving the updated certificates by March 11, 2026, to allow time for review by the Lenders and their counsel.
3.7 Officer's Certificate (Secretary's Certificate)
A Secretary's Certificate of GenomeDx must be delivered at closing, certifying and attaching the following:
(a) Board resolutions of GenomeDx's Board of Directors authorizing the execution, delivery, and performance of the Bridge Loan and all related transaction documents;
(b) GenomeDx's Certificate of Incorporation (as amended and restated through the date hereof);
(c) GenomeDx's Bylaws (as amended through the date hereof); and
(d) Incumbency certificates for Dr. Ananya Mehta (Chief Executive Officer) and Robert Langford (Chief Financial Officer) as authorized signatories for GenomeDx in connection with the Bridge Loan and related transactions.
Status: A draft of the Secretary's Certificate was prepared by Calderwood & Harkness and circulated to Miriam for review on March 4, 2026. We have not yet received comments on the draft. The final execution copy is to be signed by Miriam in her capacity as Secretary of GenomeDx on or prior to the Funding Date. We ask that Miriam review the draft at her earliest convenience and advise us of any necessary revisions so that the certificate can be finalized in advance of closing.
3.8 Audited Financial Statements
The Bridge Loan Agreement requires delivery of GenomeDx's audited financial statements for the fiscal year ended December 31, 2025 ("FY2025"), together with the audit report of GenomeDx's independent registered public accounting firm.
Status: The FY2025 audited financial statements have been received, with the audit opinion issued by Clearview & Associates LLP and dated February 14, 2026. The audited financial statements have been provided to the Lenders' counsel, Hargrove, Finch & Calloway LLP ("HFC"), for review. We note that the audit opinion includes a going-concern qualification, which is contingent on GenomeDx's ability to secure additional financing to fund its operations. This qualification has been discussed with and acknowledged by both Pinnacle and Cobalt, and neither Lender has indicated that the going-concern qualification constitutes an impediment to closing. No further action is required from GenomeDx with respect to this item.
3.9 Legal Opinions
Two legal opinions are required in connection with the closing:
• Opinion of Calderwood & Harkness LLP (Borrower's Counsel). Calderwood & Harkness will deliver a legal opinion addressed to the Lenders and the Collateral Agent on the Closing Date, covering matters including due organization and valid existence of GenomeDx, good standing in Delaware and California, corporate power and authority to enter into the transaction documents, due authorization and execution, enforceability of the transaction documents, no conflicts with organizational documents or applicable law, perfection of security interests under the UCC, and governing law matters.
• Opinion of Hargrove, Finch & Calloway LLP (Lenders' Counsel). HFC will deliver a legal opinion addressed to the Lenders, which is an internal lender deliverable and does not require any action by GenomeDx.
Status: The Calderwood & Harkness opinion is in final draft form and has been reviewed internally. The opinion will be dated as of the Closing Date and will be delivered simultaneously with funding.
3.10 Payment of Fees
The following fees and expenses must be paid on or prior to the Funding Date. As described below, certain fees will be netted from the Lenders' funding disbursements in accordance with the funds flow memorandum:
Commitment Fee: $150,000 (equal to 1.00% of the $15,000,000 aggregate commitments under the Bridge Loan). The commitment fee is allocated between the Lenders in proportion to their respective commitments:
• Pinnacle: $100,000 (1.00% of $10,000,000)
• Cobalt: $50,000 (1.00% of $5,000,000)
Per the funds flow arrangement set forth in the Bridge Loan Agreement, these amounts will be netted from the respective Lenders' funding disbursements and are not required to be paid separately by GenomeDx.
Administrative Agent Fee: $25,000 (annual fee payable to Pinnacle in its capacity as Administrative Agent under the Bridge Loan Agreement). This fee will also be netted from Pinnacle's funding disbursement.
Lenders' Counsel Fees: GenomeDx is responsible for the reasonable and documented fees and expenses of Hargrove, Finch & Calloway LLP incurred in connection with the negotiation, documentation, and closing of the Bridge Loan. Pursuant to the Bridge Loan Agreement, such fees and expenses are capped at $175,000 for the initial closing. HFC's final invoice will be submitted at or prior to closing, and the invoiced amount will be disbursed directly from loan proceeds per the funds flow memorandum.
Net Loan Proceeds: After giving effect to the netting of the commitment fee ($150,000), the administrative agent fee ($25,000), and the Lenders' counsel fees (up to $175,000), the net amount to be deposited to GenomeDx's primary operating account at First Basin National Bank (Account ending in **7834) will be approximately $14,650,000**, subject to the final amount of the HFC invoice. A detailed funds flow memorandum setting forth the precise amounts and wire instructions for all disbursements will be circulated to all parties in advance of the Funding Date, as described in the timeline below.
4. Anticipated Funding Timeline
Set forth below is a summary of the anticipated timeline from the Signing Date through the Funding Date. We ask that GenomeDx personnel treat the target dates below as firm deadlines in order to ensure that closing occurs on March 13, 2026, as currently anticipated.
We note that the first interest payment under the Bridge Loan Agreement will be due on April 1, 2026, reflecting interest accrued from the Funding Date through March 31, 2026. Based on a $15,000,000 outstanding principal balance at a rate of 6.00% per annum on a 360-day-year / actual-days-elapsed basis, the monthly interest obligation is approximately $75,000, though the exact amount of the first payment will be calculated based on the actual number of days elapsed from the Funding Date through March 31, 2026 (i.e., 18 days if the Funding Date is March 13, resulting in an initial payment of approximately $45,000).
5. Action Items for GenomeDx
For ease of reference, we have summarized below the immediate action items requiring attention from GenomeDx personnel. We ask that these items be addressed promptly to ensure that all conditions precedent to funding are satisfied by the target dates set forth in the timeline above.
1. Miriam Sato (General Counsel and Secretary):
• Review, finalize, and execute the Officer's Certificate (Secretary's Certificate), including verification of the attached board resolutions, certificate of incorporation, bylaws, and incumbency certificates for Dr. Mehta and Rob Langford. Please advise us of any comments on the draft circulated on March 4 at your earliest convenience.
• Coordinate with GenomeDx's insurance broker (or directly with the carriers) to request updated certificates of insurance from Sentinel Specialty Insurance Co. (D&O policy) and Commonwealth Mutual Insurance Group (general commercial liability policy), naming Pinnacle (as Administrative Agent) and PFS (as Collateral Agent) as additional insureds / loss payees as required by the Bridge Loan Agreement and Security Agreement. Target receipt date: March 11, 2026.
2. Robert "Rob" Langford (Chief Financial Officer):
• Order expedited certificates of good standing from both the Delaware Secretary of State and the California Secretary of State. Please submit orders no later than March 9, 2026 to ensure timely receipt. GenomeDx's Delaware registered agent (National Registered Agents of Delaware Inc., 1209 Orange Street, Wilmington, DE 19801) may be able to assist with expedited processing.
• Follow up with GenomeDx's relationship manager at First Basin National Bank to expedite the bank's review and execution of the deposit account control agreements (DACAs) for the Primary Operating Account (Acct **7834) and the Payroll Account (Acct **2091). Any substantive comments from First Basin should be routed to Sophie Tremblay at Calderwood & Harkness for prompt response. Target receipt date for executed DACAs: March 11, 2026.
• Confirm wire instructions for GenomeDx's primary operating account at First Basin National Bank (Acct **7834) for inclusion in the final funds flow memorandum to be circulated by C&H on March 12, 2026. Wire instructions should include ABA routing number, account number, account name, and any applicable reference information.
3. Dr. Ananya Mehta (Chief Executive Officer and Co-Founder):
• No specific action items at this time. We will keep Dr. Mehta informed of the funding timeline and will notify her promptly if any issues arise that require her attention.
6. Post-Closing Reminders
We want to take this opportunity to briefly highlight certain ongoing obligations of GenomeDx under the Bridge Loan Agreement that will become effective upon funding. Calderwood & Harkness will prepare a comprehensive post-closing compliance calendar and circulate it to Miriam and Rob promptly following the Closing Date, but in the interim, we draw your attention to the following key items:
• Monthly Interest Payments. Interest on the Bridge Loan is payable monthly, on the first business day of each calendar month, commencing April 1, 2026. As noted above, the monthly interest obligation is approximately $75,000 per month on a full draw of $15,000,000, calculated at 6.00% per annum on a 360-day-year / actual-days-elapsed basis.
• Minimum Cash Covenant. GenomeDx must maintain a minimum cash balance of $3,000,000 at all times, tested as of the last business day of each calendar month. The minimum cash covenant is measured based on unrestricted cash and cash equivalents held in deposit accounts subject to DACAs in favor of the Collateral Agent.
• Maximum Capital Expenditure Covenant. GenomeDx's aggregate capital expenditures may not exceed $2,500,000 in any trailing twelve-month period. Capital expenditures in excess of this threshold require the prior written consent of the Required Lenders (i.e., Lenders holding more than 50% of the aggregate outstanding commitments under the Bridge Loan Agreement).
• Ongoing Reporting and Compliance Covenants. GenomeDx is subject to various reporting and compliance covenants as set forth in the Bridge Loan Agreement, including, among other things, delivery of monthly unaudited financial statements, quarterly compliance certificates, annual audited financial statements, prompt notice of material adverse events, and maintenance of corporate existence and good standing.
• Mandatory Prepayment Obligation. The Bridge Loan Agreement requires that 100% of net cash proceeds from the anticipated Series C equity financing (or any other equity financing by GenomeDx raising gross proceeds in excess of $20,000,000) be applied to prepay the Bridge Loan in full, together with all accrued and unpaid interest thereon. GenomeDx should ensure that the terms of any future equity financing are structured to accommodate this mandatory prepayment obligation.
• Lender Conversion Option. In lieu of receiving cash repayment upon a mandatory prepayment event triggered by the closing of the Series C financing, each Lender has the option to elect to convert all or any portion of its outstanding principal and accrued interest into shares of Series C preferred stock at a conversion price equal to 80% of the price per share paid by investors in the Series C (i.e., a 20% discount to the Series C price). This conversion right is exercisable only if the Series C closes on or prior to the Maturity Date of March 6, 2027.
We will provide a more detailed summary of all post-closing obligations, together with a compliance calendar identifying key dates and deadlines, promptly following the Closing Date.
7. Closing
We are very pleased with the successful execution of all transaction documents on today's date and look forward to working with you and the GenomeDx team to complete the remaining closing deliverables and achieve funding on March 13, 2026. The Bridge Loan represents an important milestone for GenomeDx as the company continues to advance its pipeline and prepare for the anticipated Series C financing, and we are proud to have served as your counsel in connection with this transaction.
Calderwood & Harkness remains available at all times for any questions regarding the remaining closing deliverables, the post-closing compliance obligations described above, or any other aspect of the Bridge Loan transaction. Please do not hesitate to reach out to either of the undersigned. Ian Blackwood, the responsible partner on this matter, and Sophie Tremblay, lead associate, are available to coordinate all remaining items and can be reached at the contact information below:
Ian Blackwood, Partner, Banking & Finance Telephone: (415) 773-5042
Email: iblackwood@calderwoodharkness.com
Sophie Tremblay, Associate, Banking & Finance Telephone: (415) 773-5187
Email: stremblay@calderwoodharkness.com
We would appreciate it if you could confirm receipt of this letter and the action items outlined herein at your earliest convenience, so that we can ensure all items are on track for the anticipated Funding Date.
Thank you again for your confidence in Calderwood & Harkness, and we look forward to a successful closing next week.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Ian Blackwood Partner, Banking & Finance 555 California Street, 40th Floor San Francisco, CA 94104
cc: Dr. Ananya Mehta, Chief Executive Officer & Co-Founder, Genome Dx Therapeutics Inc. Robert "Rob" Langford, Chief Financial Officer, Genome Dx Therapeutics Inc.
Encl.: Execution copies of all Transaction Documents (under separate cover)
Lender | Commitment Amount | Pro Rata Share
Pinnacle Venture Lending Corp. | $10,000,000 | 66.67%
Cobalt Life Sciences Fund III, L.P. | $5,000,000 | 33.33%
Total | $15,000,000 | 100.00%
Coverage Type | Carrier | Policy Limit
Directors & Officers (D&O) Liability | Sentinel Specialty Insurance Co. | $10,000,000
General Commercial Liability | Commonwealth Mutual Insurance Group | $5,000,000
Target Date | Action Item
March 6, 2026 (completed) | Signing Date — all transaction documents executed and delivered by all parties.
March 7–9, 2026 | Order expedited good standing certificates from the Delaware and California Secretaries of State; finalize deposit account control agreements (DACAs) with First Basin National Bank; request updated certificates of insurance from Sentinel Specialty Insurance Co. (D&O) and Commonwealth Mutual Insurance Group (GL).
March 10, 2026 | Lien search results expected from search vendor; C&H to review results and confirm no adverse findings. Follow up on status of DACAs and insurance certificates.
March 11, 2026 | Target date for receipt of executed DACAs from First Basin National Bank; target date for receipt of updated insurance certificates; target date for receipt of good standing certificates.
March 12, 2026 | C&H to circulate final funds flow memorandum with wire instructions for all closing disbursements; all parties to confirm wire details; C&H to finalize and date legal opinion; Miriam to execute final Secretary's Certificate; final pre-closing call with all parties and counsel to confirm satisfaction of all conditions precedent.
March 13, 2026 | Anticipated Closing and Funding Date — satisfaction of all remaining conditions precedent; funding of $15,000,000 by Pinnacle ($10,000,000) and Cobalt ($5,000,000) through PFS (Collateral Agent) for disbursement per the funds flow memorandum; UCC-1 filings submitted in Delaware and California; IP Security Agreement submitted for recording with the USPTO; C&H legal opinion delivered.

CALDERWOOD & HARKNESS LLP

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