BRIDGE LOAN AGREEMENT
Dated as of March 6, 2026
among
GENOME DX THERAPEUTICS INC. a Delaware corporation as Borrower
PINNACLE VENTURE LENDING CORP. a Delaware corporation as Administrative Agent and a Lender
COBALT LIFE SCIENCES FUND III, L.P. a Delaware limited partnership as a Lender
PACIFIC FIDUCIARY SERVICES INC. a California corporation as Collateral Agent
$15,000,000 BRIDGE TERM LOAN FACILITY
Borrower's Counsel: Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104
Lenders' Counsel: Hargrove, Finch & Calloway LLP 101 Montgomery Street, Suite 2800 San Francisco, CA 94104
RECITALS
WHEREAS, Genome Dx Therapeutics Inc. (the "Borrower" or "GenomeDx"), a corporation duly organized and validly existing under the laws of the State of Delaware and qualified to do business in the State of California, with its principal executive offices located at 450 Genome Way, Suite 300, South San Francisco, California 94080, is a clinical-stage biotechnology company engaged in the development of proprietary RNA-based diagnostic and therapeutic platforms targeting rare neurodegenerative diseases;
WHEREAS, the Borrower's lead product candidate, GDT-2701, is currently in Phase 2 clinical trials for the treatment of frontotemporal dementia, and the Borrower continues to advance its pipeline of RNA-based diagnostic and therapeutic technologies;
WHEREAS, the Borrower completed a $42,000,000 Series B preferred stock financing round in August 2024, led by Verdana Health Ventures Fund II, L.P., at a price per share of $2.18 (the "Series B Financing");
WHEREAS, the Borrower requires a bridge loan in the aggregate principal amount of $15,000,000 to fund its operations, including ongoing clinical development and general working capital needs, through the anticipated close of a Series C equity financing round targeted for the third quarter of 2026 (August–September 2026);
WHEREAS, Pinnacle Venture Lending Corp. ("Pinnacle"), in its capacity as administrative agent (in such capacity, the "Administrative Agent") and as a lender (in such capacity, a "Lender"), and Cobalt Life Sciences Fund III, L.P. ("Cobalt," and together with Pinnacle, the "Lenders"), in its capacity as a Lender, have agreed to extend credit to the Borrower on the terms and conditions set forth herein;
WHEREAS, Pacific Fiduciary Services Inc. ("Pacific Fiduciary" or the "Collateral Agent"), a California corporation, has agreed to serve as collateral agent for the benefit of the Secured Parties under the Security Agreement and the IP Security Agreement;
WHEREAS, the Borrower has an existing equipment financing facility with Ridgeline Capital Partners LLC ("Ridgeline") in the outstanding principal amount of approximately $3,200,000 (the "Existing Indebtedness"), and the parties have entered into an Intercreditor Agreement of even date herewith (the "Intercreditor Agreement") to govern the respective lien priorities among the Secured Parties and Ridgeline with respect to the assets of the Borrower; and
WHEREAS, the parties desire to set forth the terms and conditions governing the bridge loan facility and the related transactions contemplated hereby.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Administrative Agent" means Pinnacle Venture Lending Corp., a Delaware corporation, in its capacity as administrative agent for the Lenders under this Agreement and the other Loan Documents, and its successors and assigns in such capacity. The Administrative Agent's principal office is located at 2200 Sand Hill Road, Suite 400, Menlo Park, California 94025.
"Administrative Agent Fee" means an annual fee of $25,000 payable by the Borrower to the Administrative Agent, due and payable on the Closing Date and on each anniversary thereof during the term of this Agreement, as more fully described in Section 3.02.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, ten percent (10%) or more of the voting securities of such other Person.
"Aggregate Commitments" means the aggregate principal amount of the Commitments of all Lenders, which amount equals $15,000,000 as of the Signing Date.
"Agreement" means this Bridge Loan Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
"Anticipated Series C Financing" means the equity financing of the Borrower's Series C preferred stock that the Borrower is currently pursuing, targeted at a capital raise of $60,000,000 to $75,000,000 at an indicative pre-money valuation of approximately $140,000,000.
"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower from time to time concerning or relating to bribery, corruption, or money laundering, including the U.S. Foreign Corrupt Practices Act of 1977, as amended.
"Applicable Margin" means 6.00% per annum (600 basis points).
"Authorized Signatory" means each of Dr. Ananya Mehta, in her capacity as Chief Executive Officer of the Borrower, and Robert Langford, in his capacity as Chief Financial Officer of the Borrower, and any other Person designated by the Borrower in a certificate delivered to the Administrative Agent as authorized to execute and deliver documents and instruments on behalf of the Borrower.
"Board" means the Board of Directors of the Borrower.
"Borrower" means Genome Dx Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (EIN: 82-4917263; Delaware Secretary of State file number: 7481263), and its successors and permitted assigns.
"Borrower's Counsel" means Calderwood & Harkness LLP, with offices at 555 California Street, 40th Floor, San Francisco, California 94104.
"Bridge Priority Collateral" means all Collateral other than the Ridgeline Priority Collateral.
"Business Day" means any day other than a Saturday, a Sunday, or any other day on which commercial banks in San Francisco, California are authorized or required by law to be closed.
"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Borrower during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower; provided, however, that Capital Expenditures shall not include expenditures associated with operating lease obligations or capital lease obligations.
"Change of Control" means the occurrence of any of the following events: (a) any Person or group of Persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) acquires beneficial ownership, directly or indirectly, of equity securities of the Borrower representing more than 50% of the combined voting power of all equity securities of the Borrower; (b) the Borrower merges with or into, or consolidates with, any other Person, or any other Person merges with or into the Borrower, and as a result of such merger or consolidation the holders of equity securities of the Borrower immediately prior thereto cease to hold at least 50% of the combined voting power of the surviving or resulting entity; or (c) the Borrower sells, transfers, or otherwise disposes of all or substantially all of its assets to any Person.
"Closing Date" means the date on which all conditions precedent set forth in Section 4.01 have been satisfied or waived and funding of the Loan occurs, which date is estimated to be March 13, 2026.
"Cobalt" or "Cobalt Lender" means Cobalt Life Sciences Fund III, L.P., a limited partnership organized and existing under the laws of the State of Delaware, the general partner of which is Cobalt Capital Management III LLC. Cobalt's principal office is located at 600 Lexington Avenue, 22nd Floor, New York, New York 10022.
"Cobalt Commitment" means $5,000,000, representing 33.33% of the Aggregate Commitments.
"Collateral" means all assets and property of the Borrower in which a security interest has been granted pursuant to the Security Agreement and the IP Security Agreement, including without limitation all intellectual property (comprising fourteen (14) issued U.S. patents and seven (7) pending PCT applications), accounts receivable, equipment (subject to the provisions of the Intercreditor Agreement), deposit accounts maintained at First Basin National Bank, general intangibles, instruments, chattel paper, investment property, and all proceeds and products thereof, but excluding the Ridgeline Priority Collateral.
"Collateral Agent" means Pacific Fiduciary Services Inc., a corporation organized and existing under the laws of the State of California, in its capacity as collateral agent for the benefit of the Secured Parties under the Security Agreement and the IP Security Agreement, and its successors and assigns in such capacity. The Collateral Agent's principal office is located at 350 Mission Street, Suite 1200, San Francisco, California 94105.
"Commitment" means, with respect to each Lender, the amount of such Lender's commitment to make the Loan as set forth on Schedule 1.01, as such amount may be reduced or terminated in accordance with this Agreement.
"Commitment Fee" means a fee equal to 1.00% of each Lender's Commitment, payable on the Closing Date, in the aggregate amount of $150,000 (Pinnacle's share: $100,000; Cobalt's share: $50,000), as more fully described in Section 3.01.
"Compliance Certificate" means a certificate substantially in the form of Exhibit B, executed by the Chief Financial Officer of the Borrower.
"Conversion Option" means the right of each Lender to convert all or any portion of the outstanding Obligations attributable to such Lender into shares of Series C preferred stock at a price per share equal to 80% of the per-share price in the Series C Equity Financing (representing a 20% discount), exercisable if the Series C Equity Financing closes on or prior to the Maturity Date, as more fully described in Section 2.07.
"Conversion Price" means 80% of the per-share price in the Series C Equity Financing.
"DACA" or "Deposit Account Control Agreement" means each deposit account control agreement entered into by the Borrower, First Basin National Bank, and the Collateral Agent with respect to each deposit account of the Borrower maintained at First Basin National Bank, including the operating account (Acct **7834) and the payroll account (Acct **2091).
"Default" means any event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.
"Default Rate" means the Interest Rate plus 200 basis points (2.00%), equal to 8.00% per annum (800 basis points).
"Deposit Accounts" means (a) the operating account maintained at First Basin National Bank, account number ending in **7834, and (b) the payroll account maintained at First Basin National Bank, account number ending in **2091.
"Environmental Laws" means all federal, state, and local laws, statutes, ordinances, regulations, rules, and orders relating to the protection of human health, natural resources, or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, as amended, and the Clean Air Act, as amended.
"Equity Financing Trigger Amount" means $20,000,000 in gross proceeds from any single equity financing or series of related equity financings.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and published interpretations thereunder.
"ERISA Event" means (a) any "reportable event" (as defined in Section 4043(c) of ERISA) with respect to any Plan, (b) the withdrawal of the Borrower or any ERISA Affiliate from a Plan subject to Title IV of ERISA, (c) the filing of a notice of intent to terminate any Plan, (d) the incurrence of any liability under Title IV of ERISA, or (e) any other event or condition with respect to a Plan that could reasonably be expected to result in liability to the Borrower.
"Event of Default" has the meaning set forth in Section 8.01.
"Existing Indebtedness" means the equipment financing facility with Ridgeline Capital Partners LLC in the outstanding principal amount of approximately $3,200,000 as of the Signing Date, maturing in December 2027, as more fully described on Schedule 5.12.
"First Basin National Bank" means First Basin National Bank, a national banking association chartered by the Office of the Comptroller of the Currency, headquartered in California, at which the Borrower maintains its Deposit Accounts.
"Fully Diluted Shares" means the aggregate number of shares of capital stock of the Borrower outstanding on a fully diluted basis, including all issued and outstanding shares of common stock and preferred stock (on an as-converted basis), together with all shares of common stock issuable upon the exercise of outstanding options, warrants, and other convertible securities, which as of the Signing Date is approximately 48,500,000 shares.
"GAAP" means generally accepted accounting principles in the United States, as in effect from time to time.
"Governmental Authority" means any federal, state, local, or foreign court, governmental agency, authority, instrumentality, regulatory body, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.
"Indebtedness" means, with respect to any Person, without duplication: (a) all indebtedness for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or similar instruments; (c) all obligations in respect of letters of credit, bankers' acceptances, or similar instruments; (d) all obligations as an account party in respect of letters of credit and bankers' acceptances; (e) all obligations under conditional sale or other title retention agreements; (f) all capital lease obligations; (g) all guarantees of Indebtedness of others; and (h) all net obligations under swap agreements.
"Intellectual Property" means all intellectual property rights of the Borrower, including without limitation patents, patent applications, trademarks, trade names, copyrights, trade secrets, know-how, and all licenses with respect thereto.
"Intercreditor Agreement" means the Intercreditor Agreement of even date herewith among the Administrative Agent (on behalf of the Lenders), Ridgeline Capital Partners LLC, and the Borrower, with the acknowledgment of the Collateral Agent, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Interest Payment Date" means the first Business Day of each calendar month, commencing April 1, 2026, and continuing on the first Business Day of each calendar month thereafter until the Maturity Date.
"Interest Rate" means 6.00% per annum (600 basis points), calculated on a 360-day-year / actual-days-elapsed basis.
"IP Security Agreement" means the intellectual Property Security Agreement of even date herewith between the Borrower and the Collateral Agent, in form and substance satisfactory to the Administrative Agent, for recording with the United States Patent and Trademark Office, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Lead Independent Director" means Dr. Harold Voss, MD, in his capacity as lead independent director of the Board.
"Lenders" means, collectively, Pinnacle Venture Lending Corp. and Cobalt Life Sciences Fund III, L.P., and their respective successors and assigns.
"Lenders' Counsel" means Hargrove, Finch & Calloway LLP, with offices at 101 Montgomery Street, Suite 2800, San Francisco, California 94104.
"Lenders' Counsel Fee Cap" means $175,000 in the aggregate for all fees and expenses of Lenders' Counsel incurred in connection with the negotiation, preparation, and execution of this Agreement and the other Loan Documents for the initial Closing.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
"Loan" or "Term Loan" means the $15,000,000 single-draw term loan made by the Lenders to the Borrower under this Agreement.
"Loan Documents" means, collectively, this Agreement, the Security Agreement, the IP Security Agreement, the Warrant Agreements, the Intercreditor Agreement, the DACAs, and each other agreement, document, certificate, and instrument delivered in connection herewith or therewith.
"Material Adverse Effect" means any event, development, circumstance, condition, or change that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on (a) the business, operations, properties, assets, or financial condition of the Borrower, (b) the ability of the Borrower to perform its obligations under any Loan Document, (c) the rights and remedies of the Administrative Agent, the Collateral Agent, or any Lender under any Loan Document, or (d) the validity, legality, or enforceability of any Loan Document.
"Maturity Date" means March 6, 2027 (twelve (12) months from the Signing Date), or such earlier date on which all Obligations shall become due and payable in accordance with the terms of this Agreement (whether by acceleration, mandatory prepayment, or otherwise).
"Maximum Capital Expenditure Amount" means $2,500,000 in any trailing twelve (12)-month period.
"Minimum Cash Amount" means $3,000,000 in unrestricted cash and cash equivalents.
"Obligations" means all obligations of the Borrower under this Agreement and the other Loan Documents, including without limitation all principal, interest (including post-petition interest), fees, expenses, indemnification obligations, and other amounts payable by the Borrower thereunder.
"Officer's Certificate" means the Secretary's Certificate delivered pursuant to Section 4.01(b).
"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law 107-56, as amended from time to time.
"Permitted Indebtedness" means (a) the Obligations under the Loan Documents, (b) the Existing Indebtedness, (c) trade payables and accrued expenses incurred in the ordinary course of business, (d) capitalized lease obligations not exceeding $500,000 in the aggregate at any time outstanding, and (e) other Indebtedness approved in writing by the Required Lenders.
"Permitted Investments" means (a) cash and cash equivalents, (b) investments in U.S. government obligations with maturities of twelve (12) months or less, (c) certificates of deposit issued by First Basin National Bank or any other nationally recognized banking institution with maturities of twelve (12) months or less, and (d) other investments approved in writing by the Required Lenders.
"Permitted Liens" means (a) Liens securing the Existing Indebtedness (limited to the Ridgeline Priority Collateral), (b) Liens arising by operation of law (including carriers', warehousemen's, mechanics', materialmen's, repairmen's, and other like Liens arising in the ordinary course of business), (c) Liens for taxes, assessments, or governmental charges not yet due and payable or being contested in good faith by appropriate proceedings with adequate reserves maintained in accordance with GAAP, (d) pledges or deposits in connection with workers' compensation, unemployment insurance, and social security legislation, (e) easements, rights of way, zoning restrictions, and other similar encumbrances on real property that do not materially interfere with the business of the Borrower, and (f) Liens securing the Obligations under the Loan Documents.
"Person" means any individual, partnership, corporation, limited liability company, trust, unincorporated association, joint venture, Governmental Authority, or any other entity.
"Pinnacle" or "Pinnacle Lender" means Pinnacle Venture Lending Corp., a corporation organized and existing under the laws of the State of Delaware. Pinnacle's principal office is located at 2200 Sand Hill Road, Suite 400, Menlo Park, California 94025.
"Pinnacle Commitment" means $10,000,000, representing 66.67% of the Aggregate Commitments.
"Plan" means any "employee benefit plan" (as defined in Section 3(3) of ERISA) that is maintained by, or to which contributions are or have been made by, the Borrower or any ERISA Affiliate.
"Pro Rata Share" means, with respect to each Lender, the percentage set forth opposite such Lender's name on Schedule 1.01, which as of the Signing Date is: Pinnacle: 66.67%; Cobalt: 33.33%.
"Qualified Equity Financing" means any equity financing of the Borrower that results in gross proceeds to the Borrower in excess of $20,000,000 (the Equity Financing Trigger Amount).
"Registered Agent" means National Registered Agents of Delaware Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, the Borrower's registered agent in the State of Delaware.
"Related Parties" means, with respect to any Person, such Person's Affiliates and the directors, officers, employees, agents, advisors, attorneys, and representatives of such Person and such Person's Affiliates.
"Required Lenders" means, at any time, Lenders whose aggregate Commitments (or, after the Closing Date, aggregate outstanding principal balance of the Loan) represent more than 50% of the Aggregate Commitments (or aggregate outstanding principal balance of the Loan, as applicable).
"Ridgeline" means Ridgeline Capital Partners LLC, a limited liability company organized and existing under the laws of the State of Delaware. Ridgeline's principal office is located at 100 Federal Street, Suite 3600, Boston, Massachusetts 02110.
"Ridgeline Priority Collateral" means the specifically identified items of equipment of the Borrower and the related proceeds thereof that are subject to a first-priority security interest in favor of Ridgeline under the Existing Indebtedness documents, as more fully described in the Intercreditor Agreement.
"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce.
"Secured Parties" means, collectively, the Administrative Agent, each Lender, and the Collateral Agent, and their respective successors and assigns.
"Security Agreement" means the Security Agreement of even date herewith between the Borrower and the Collateral Agent, in form and substance satisfactory to the Administrative Agent, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Series B Price" means $2.18 per share, the price per share at which the Series B preferred stock was issued in the Series B Financing in August 2024.
"Series C Equity Financing" means any issuance and sale by the Borrower of shares of its Series C preferred stock (or any other series of preferred stock designated as the next series of preferred stock following the Series B preferred stock) to investors pursuant to a definitive purchase agreement.
"Signing Date" means March 6, 2026, the date on which this Agreement has been executed and delivered by the parties hereto.
"Solvent" means, with respect to the Borrower, that as of the date of determination: (a) the sum of the Borrower's debts (including contingent liabilities) does not exceed the fair value of the Borrower's assets; (b) the Borrower's capital is not unreasonably small in relation to its business as presently conducted or as proposed to be conducted; and (c) the Borrower has not incurred, and does not intend to incur, or believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise).
"Verdana" means Verdana Health Ventures Fund II, L.P., a limited partnership organized and existing under the laws of the State of Delaware, which holds approximately 24.6% of the Borrower's fully diluted equity as of the Signing Date. Verdana currently maintains a board observer seat held by Julia Engström, Partner at Verdana Health Ventures.
"Warrant Agreements" means, collectively, the Common Stock Purchase Warrants of even date herewith issued by the Borrower to each Lender, as such agreements may be amended, restated, supplemented, or otherwise modified from time to time.
"Warrant Exercise Price" means, with respect to each Warrant, a per-share exercise price equal to the lesser of (a) $2.18 (the Series B Price) and (b) 80% of the per-share price in the Series C Equity Financing.
"Warrant Shares" means the shares of common stock of the Borrower issuable upon exercise of the Warrants, consisting of: (a) in the case of Pinnacle, 137,614 shares; and (b) in the case of Cobalt, 68,807 shares; for an aggregate total of 206,421 shares.
"Warrant Term" means a period of ten (10) years from the date of issuance of the applicable Warrant.
Section 1.02 — Rules of Interpretation
For purposes of this Agreement:
(a) All references herein to "dollars" or "$" shall mean United States dollars.
(b) All references to Sections, Articles, Schedules, and Exhibits are to the Sections, Articles, Schedules, and Exhibits of and to this Agreement unless otherwise specified.
(c) The word "including" (and correlative words such as "include" and "includes") shall mean "including without limitation."
(d) The headings and captions in this Agreement are for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.
(e) Unless the context requires otherwise, (i) words in the singular shall include the plural and vice versa, (ii) words importing any gender shall include all genders, (iii) the terms "hereof," "herein," "hereunder," and similar terms shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and (iv) the term "or" shall not be exclusive.
(f) All accounting terms not specifically defined herein shall be construed in accordance with GAAP, unless otherwise specified.
(g) For purposes of calculating interest under this Agreement, all interest shall be computed on the basis of a 360-day year and actual days elapsed.
(h) References to any statute or regulation are to be construed as including all statutory and regulatory provisions amending, consolidating, replacing, supplementing, or interpreting such statute or regulation.
(i) References to any Person shall include such Person's successors and permitted assigns.
Section 1.03 — Accounting Terms
Unless otherwise specified herein, all accounting terms used in this Agreement shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements and certificates and reports required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect as of the Signing Date, applied on a basis consistent with the accounting principles applied in the preparation of the Borrower's audited financial statements for the fiscal year ended December 31, 2025, as audited by Clearview & Associates LLP (audit opinion dated February 14, 2026). In the event that any change in GAAP (including any pronouncement of the Financial Accounting Standards Board or any successor organization) would materially alter the computation of any financial covenant or requirement set forth in this Agreement, the Borrower and the Required Lenders shall negotiate in good faith to amend such covenant or requirement to reflect such change in GAAP so that the criteria for evaluating the financial condition of the Borrower shall be the same after such change in GAAP as if such change had not been made. Until such amendment is agreed upon, the Borrower shall provide financial statements in conformity with GAAP in effect prior to such change and calculations demonstrating the impact of such change.
ARTICLE II — THE LOAN
Section 2.01 — Commitments
(a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, to make a single-draw term loan to the Borrower on the Closing Date in the amount of such Lender's Commitment, as follows:
(i) Pinnacle Venture Lending Corp. shall advance $10,000,000 (representing 66.67% of the Aggregate Commitments); and
(ii) Cobalt Life Sciences Fund III, L.P. shall advance $5,000,000 (representing 33.33% of the Aggregate Commitments).
(b) The Aggregate Commitments under this Agreement equal $15,000,000. The Loan shall be made in a single draw on the Closing Date, and each Lender's Commitment shall terminate upon the funding of such Lender's portion of the Loan. Amounts repaid or prepaid may not be reborrowed.
(c) The Loan shall be evidenced by this Agreement. No promissory notes shall be issued unless requested by a Lender, in which case the Borrower shall execute and deliver a promissory note in favor of such requesting Lender within ten (10) Business Days of such request.
Section 2.02 — Borrowing Procedures
(a) The Borrower shall deliver an irrevocable borrowing request substantially in the form of Exhibit A (a "Borrowing Request") to the Administrative Agent no later than three (3) Business Days prior to the requested Closing Date. The Borrowing Request shall specify (i) the requested date of funding (which shall be a Business Day), (ii) the aggregate principal amount of the Loan (which shall equal the full Aggregate Commitments), and (iii) the Borrower's deposit account to which funds shall be disbursed.
(b) The Loan shall be made in a single draw of the full Aggregate Commitments on the Closing Date. No partial draws shall be permitted.
(c) Upon receipt of the Borrowing Request, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of the Loan. Each Lender shall fund its Commitment by wire transfer of immediately available funds to Pacific Fiduciary Services Inc. (as Collateral Agent) no later than 12:00 noon (Pacific Time) on the Closing Date. The Collateral Agent shall, upon receipt of all funds and confirmation that all conditions precedent set forth in Section 4.01 have been satisfied or waived, promptly disburse the aggregate proceeds of the Loan to the Borrower's operating account at First Basin National Bank (Acct **7834), in accordance with the Funds Flow Memorandum agreed upon by the parties prior to the Closing Date.
(d) The failure of any Lender to fund its Commitment shall not relieve any other Lender of its obligation to fund its Commitment, but no Lender shall be responsible for the failure of any other Lender to so fund.
Section 2.03 — Interest
(a) Interest Rate. The outstanding principal balance of the Loan shall bear interest at a rate equal to 6.00% per annum (600 basis points) (the "Interest Rate").
(b) Calculation. Interest on the outstanding principal balance of the Loan shall accrue daily and be computed on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day).
(c) Annual Interest. For the avoidance of doubt, at full draw of $15,000,000, the annual interest payable on the Loan at the Interest Rate shall be approximately $900,000, or approximately $75,000 per month (subject to adjustment based on actual days elapsed in each interest period).
(d) Interest Payment. Accrued and unpaid interest on the outstanding principal balance of the Loan shall be payable monthly in arrears on each Interest Payment Date, which shall be the first Business Day of each calendar month, commencing on April 1, 2026, and continuing on each Interest Payment Date thereafter through and including the Maturity Date. Interest accrued but not paid on the Maturity Date shall be payable on the Maturity Date together with the outstanding principal balance.
(e) Default Rate. Upon the occurrence and during the continuance of an Event of Default, the outstanding principal balance of the Loan and, to the extent permitted by applicable law, all other overdue amounts under this Agreement and the other Loan Documents shall bear interest at the Default Rate of 8.00% per annum (the Interest Rate plus 200 basis points). Interest at the Default Rate shall accrue from the date of such Event of Default until the earlier of (i) the date on which such Event of Default is cured or waived and (ii) the date on which all Obligations are paid in full. Accrued interest at the Default Rate shall be payable on demand.
Section 2.04 — Repayment of Principal
Unless earlier repaid, prepaid, or converted in accordance with the terms hereof, the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon and all other Obligations then outstanding, shall be due and payable in full on the Maturity Date (March 6, 2027). No scheduled amortization payments of principal shall be required prior to the Maturity Date.
Section 2.05 — Voluntary Prepayment
(a) The Borrower may, at its option, prepay the outstanding principal balance of the Loan in whole or in part at any time and from time to time, without premium or penalty.
(b) The Borrower shall provide the Administrative Agent with no fewer than five (5) Business Days' prior written notice of any voluntary prepayment, substantially in the form of Exhibit E (a "Voluntary Prepayment Notice"). Each Voluntary Prepayment Notice shall specify the proposed date of prepayment (which shall be a Business Day) and the principal amount to be prepaid.
(c) Each voluntary prepayment of principal shall be accompanied by payment of all accrued and unpaid interest on the principal amount prepaid through the date of prepayment.
(d) All voluntary prepayments shall be applied to the outstanding principal balance of the Loan on a pro rata basis among the Lenders based on their respective Pro Rata Shares (Pinnacle: 66.67%; Cobalt: 33.33%).
(e) Amounts prepaid may not be reborrowed.
Section 2.06 — Mandatory Prepayment
(a) Equity Financing Prepayment. If the Borrower consummates a Qualified Equity Financing (that is, any equity financing raising gross proceeds in excess of $20,000,000), the Borrower shall apply 100% of the net cash proceeds received by the Borrower from such Qualified Equity Financing to repay the Loan in full, together with all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents; provided, however, that such mandatory prepayment obligation shall be subject to each Lender's right to exercise the Conversion Option in lieu of receiving a cash repayment pursuant to Section 2.07.
(b) Any mandatory prepayment required under Section 2.06(a) shall be made within three (3) Business Days following the Borrower's receipt of such net cash proceeds.
(c) Mandatory prepayments under this Section 2.06 shall be applied to the Lenders on a pro rata basis in accordance with their respective Pro Rata Shares.
(d) For the avoidance of doubt, each Lender's right to exercise the Conversion Option under Section 2.07 in connection with a Series C Equity Financing shall take priority over the mandatory prepayment obligation set forth in this Section 2.06, and to the extent any Lender elects to convert all or a portion of its outstanding Obligations, the mandatory prepayment obligation shall be reduced by the amount so converted.
Section 2.07 — Conversion Option
(a) If a Series C Equity Financing closes on or prior to the Maturity Date, each Lender shall have the right (but not the obligation) to elect, by written notice to the Borrower and the Administrative Agent substantially in the form of Exhibit D (a "Notice of Conversion"), delivered no later than five (5) Business Days following the date on which the Borrower provides written notice to the Lenders of the closing of such Series C Equity Financing, to convert all or any portion of the outstanding principal of the Loan attributable to such Lender (together with all accrued and unpaid interest thereon) into shares of Series C preferred stock (or such other series of preferred stock as may be issued in such financing).
(b) Conversion Price. The conversion price per share (the "Conversion Price") shall be equal to 80% of the per-share price at which shares of Series C preferred stock are sold to investors in the Series C Equity Financing, representing a 20% discount to the Series C price per share.
(c) Number of Conversion Shares. The number of shares of Series C preferred stock issuable to each Lender upon conversion shall be calculated by dividing (i) the aggregate amount of such Lender's outstanding principal and accrued and unpaid interest elected to be converted by (ii) the Conversion Price, with any fractional shares rounded down to the nearest whole share.
(d) Satisfaction of Obligations. Upon the issuance of shares of Series C preferred stock to a Lender upon conversion pursuant to this Section 2.07, the Obligations attributable to such Lender that were the subject of such conversion shall be deemed fully satisfied and discharged for all purposes under this Agreement and the other Loan Documents, and the Lenders' aggregate outstanding principal balance of the Loan shall be reduced by the amount so converted.
(e) Documentation and Investor Rights. In connection with any conversion under this Section 2.07, the Borrower shall (i) deliver to each converting Lender all customary documentation associated with the Series C Equity Financing, including stock purchase agreements, investor rights agreements, and voting agreements, and (ii) grant to each converting Lender investor rights (including information rights, registration rights, and pro rata participation rights) on terms no less favorable than those granted to other investors participating in the Series C Equity Financing.
(f) Reservation of Shares. The Borrower shall at all times reserve and keep available out of its authorized but unissued shares of capital stock a sufficient number of shares of Series C preferred stock (or such other series of preferred stock) to permit conversion of all outstanding Obligations in full pursuant to this Section 2.07.
Section 2.08 — Pro Rata Treatment
All payments and prepayments of principal, interest, fees, and other amounts made by the Borrower with respect to the Loan shall be made to and allocated among the Lenders on a pro rata basis in accordance with their respective Pro Rata Shares, as follows:
No Lender shall receive any payment or prepayment on a basis that is not pro rata with the other Lenders unless otherwise expressly provided in this Agreement or approved in writing by all Lenders.
Section 2.09 — Payments Generally
(a) All payments of principal, interest, fees, and other amounts by the Borrower under this Agreement and the other Loan Documents shall be made in United States dollars, in immediately available funds, without set-off, counterclaim, or deduction of any kind.
(b) All payments shall be made to the Administrative Agent, for the account of the applicable Lender or Lenders, at such account as the Administrative Agent shall designate from time to time by written notice to the Borrower.
(c) If any payment under this Agreement or any other Loan Document shall become due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be, payable in connection with such payment.
(d) The Administrative Agent shall promptly distribute to each Lender its Pro Rata Share of each payment received from the Borrower. If the Administrative Agent does not receive a payment from the Borrower on the date such payment is due, the Administrative Agent shall promptly notify the Lenders of such nonpayment.
(e) If the Administrative Agent makes a payment to a Lender based on its expectation that the Borrower will make a corresponding payment to the Administrative Agent, and the Borrower fails to make such payment, the applicable Lender shall, upon demand by the Administrative Agent, repay to the Administrative Agent the amount so distributed, together with interest thereon from the date of such distribution until the date of repayment at the federal funds rate.
ARTICLE III — FEES AND EXPENSES
Section 3.01 — Commitment Fee
(a) On the Closing Date, the Borrower shall pay to the Administrative Agent, for the account of each Lender, a commitment fee (the "Commitment Fee") equal to 1.00% of each Lender's Commitment, as follows:
(i) Pinnacle Venture Lending Corp.: $10,000,000 × 1.00% = $100,000;
(ii) Cobalt Life Sciences Fund III, L.P.: $5,000,000 × 1.00% = $50,000; and
(iii) Aggregate Commitment Fee: $150,000.
(b) The Commitment Fee shall be fully earned and non-refundable upon payment and shall not be subject to rebate, reduction, or offset for any reason whatsoever.
Section 3.02 — Administrative Agent Fee
(a) The Borrower shall pay to the Administrative Agent an annual administrative agency fee (the "Administrative Agent Fee") in the amount of $25,000 per annum.
(b) The Administrative Agent Fee shall be payable on the Closing Date and on each anniversary of the Closing Date during the term of this Agreement (so long as any Obligations remain outstanding).
(c) The Administrative Agent Fee shall be payable to Pinnacle Venture Lending Corp. solely in its capacity as Administrative Agent and shall be for the sole account of the Administrative Agent. The Administrative Agent Fee is separate from, and in addition to, Pinnacle's entitlement to its Pro Rata Share of principal, interest, and other payments under this Agreement in its capacity as a Lender.
(d) The Administrative Agent Fee shall be fully earned and non-refundable upon payment.
Section 3.03 — Expense Reimbursement
(a) The Borrower shall reimburse the Administrative Agent and the Lenders for all reasonable and documented out-of-pocket expenses incurred by them in connection with the negotiation, preparation, execution, delivery, and administration of this Agreement and the other Loan Documents, including without limitation filing fees, recording fees, search fees, appraisal fees, and travel expenses.
(b) The Borrower shall reimburse the Lenders for all fees and expenses of Lenders' Counsel (Hargrove, Finch & Calloway LLP) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement and the other Loan Documents for the initial Closing; provided, however, that the aggregate amount reimbursable by the Borrower for Lenders' Counsel fees and expenses in connection with the initial Closing shall not exceed $175,000 (the "Lenders' Counsel Fee Cap").
(c) Following the Closing Date, the Borrower shall reimburse the Administrative Agent and the Lenders for all reasonable and documented out-of-pocket expenses (including attorneys' fees and expenses) incurred in connection with any amendment, waiver, consent, or other modification of this Agreement or any other Loan Document, any Default or Event of Default, and the enforcement or protection of the rights of the Administrative Agent, the Collateral Agent, or any Lender under this Agreement or any other Loan Document; provided that no cap on fees or expenses shall apply to post-closing expenses, amendments, or enforcement actions.
(d) Without limiting the foregoing, the Borrower shall be responsible for all UCC filing fees (including fees payable to the Delaware Secretary of State and the California Secretary of State), recording fees payable to the United States Patent and Trademark Office, good standing certificate fees, and other customary closing costs associated with the transactions contemplated hereby.
(e) All amounts payable under this Section 3.03 shall be paid within thirty (30) days after delivery to the Borrower of reasonably detailed invoices therefor.
ARTICLE IV — CONDITIONS PRECEDENT TO FUNDING
Section 4.01 — Conditions to Closing Date
The obligation of each Lender to fund its Commitment on the Closing Date is subject to the prior satisfaction (or waiver by the Required Lenders in their sole discretion) of each of the following conditions precedent:
(a) Transaction Documents. The Administrative Agent shall have received fully executed counterparts of each of the following documents, in form and substance satisfactory to the Administrative Agent and Lenders' Counsel:
(i) this Bridge Loan Agreement, duly executed by the Borrower, the Administrative Agent, each Lender, and the Collateral Agent;
(ii) the Security Agreement, duly executed by the Borrower and the Collateral Agent, granting a first-priority perfected security interest in substantially all assets of the Borrower (other than the Ridgeline Priority Collateral) for the benefit of the Secured Parties;
(iii) the IP Security Agreement, duly executed by the Borrower and the Collateral Agent, in appropriate form for recording with the United States Patent and Trademark Office, covering the Borrower's fourteen (14) issued U.S. patents and seven (7) pending PCT applications;
(iv) the Warrant Agreement in favor of Pinnacle Venture Lending Corp., providing for the issuance of a Common Stock Purchase Warrant exercisable for 137,614 shares of the Borrower's common stock;
(v) the Warrant Agreement in favor of Cobalt Life Sciences Fund III, L.P., providing for the issuance of a Common Stock Purchase Warrant exercisable for 68,807 shares of the Borrower's common stock; and
(vi) the Intercreditor Agreement, duly executed by the Administrative Agent (on behalf of the Lenders), Ridgeline Capital Partners LLC, and the Borrower, and acknowledged by the Collateral Agent.
(b) Officer's Certificate. The Administrative Agent shall have received a Secretary's Certificate of the Borrower, executed by Miriam Sato, General Counsel and Secretary of the Borrower, certifying as to and attaching the following:
(i) resolutions of the Board of Directors of the Borrower, duly adopted at a meeting duly called and held (or by unanimous written consent), authorizing the execution, delivery, and performance of this Agreement and each other Loan Document, the borrowing of the Loan, the granting of the security interests contemplated hereby, and the issuance of the Warrants and the Warrant Shares;
(ii) a true, correct, and complete copy of the certificate of incorporation (as amended and restated) of the Borrower, as filed with the Secretary of State of the State of Delaware;