INTERCREDITOR AGREEMENT
Dated as of March 6, 2026
among
PINNACLE VENTURE LENDING CORP., a Delaware corporation, as Administrative Agent for the Secured Parties under the Bridge Loan Agreement ("Bridge Agent")
RIDGELINE CAPITAL PARTNERS LLC, a Delaware limited liability company, as Lender under the Equipment Financing Agreement ("Equipment Lender")
GENOME DX THERAPEUTICS INC., a Delaware corporation qualified to do business in California ("Borrower")
Acknowledged and Agreed by:
PACIFIC FIDUCIARY SERVICES INC., a California corporation, as Collateral Agent under the Bridge Loan Agreement ("Collateral Agent")
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INTERCREDITOR AGREEMENT
This INTERCREDITOR AGREEMENT (this "Agreement") is entered into as of March 6, 2026, by and among Pinnacle Venture Lending Corp., a Delaware corporation ("Pinnacle" or the "Bridge Agent"), in its capacity as Administrative Agent for the Secured Parties under the Bridge Loan Agreement (as defined below), Ridgeline Capital Partners LLC, a Delaware limited liability company ("Ridgeline" or the "Equipment Lender"), in its capacity as lender under the Equipment Financing Agreement (as defined below), and Genome Dx Therapeutics Inc., a Delaware corporation qualified to do business in the State of California ("GenomeDx" or the "Borrower"). This Agreement is acknowledged and agreed to by Pacific Fiduciary Services Inc., a California corporation ("PFS" or the "Collateral Agent"), in its capacity as Collateral Agent under the Bridge Loan Agreement.
RECITALS
A. The Borrower, Pinnacle Venture Lending Corp. (as Administrative Agent and a Lender), Cobalt Life Sciences Fund III, L.P. (as a Lender), and Pacific Fiduciary Services Inc. (as Collateral Agent) have entered into that certain Bridge Loan Agreement dated as of March 6, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the "Bridge Loan Agreement"), pursuant to which the Bridge Lenders (as defined below) have agreed to make available to the Borrower a senior secured bridge term loan facility in an aggregate principal amount of Fifteen Million Dollars ($15,000,000) (the "Bridge Loan Facility"), subject to the terms and conditions set forth therein.
B. The lenders under the Bridge Loan Agreement are (i) Pinnacle Venture Lending Corp., with a commitment of Ten Million Dollars ($10,000,000), representing sixty-six and sixty-seven hundredths percent (66.67%) of the aggregate commitments, and (ii) Cobalt Life Sciences Fund III, L.P., with a commitment of Five Million Dollars ($5,000,000), representing thirty-three and thirty-three hundredths percent (33.33%) of the aggregate commitments (collectively, the "Bridge Lenders"). Pinnacle acts as Administrative Agent on behalf of the Bridge Lenders pursuant to the terms of the Bridge Loan Agreement.
C. The Borrower and Ridgeline Capital Partners LLC have previously entered into that certain Equipment Financing Agreement dated as of July 15, 2022 (as the same has been amended, restated, supplemented, or otherwise modified from time to time, the "Equipment Financing Agreement"), pursuant to which Ridgeline extended an equipment financing facility to the Borrower. As of the date hereof, the outstanding principal balance under the Equipment Financing Agreement is approximately Three Million Two Hundred Thousand Dollars ($3,200,000), with a scheduled maturity date of December 2027.
D. Both the Bridge Loan Agreement (through that certain Security Agreement dated as of the date hereof among the Borrower, the Bridge Agent, and the Collateral Agent (the "Security Agreement")) and the Equipment Financing Agreement grant security interests in certain assets of the Borrower, thereby creating overlapping liens and security interests on portions of the Borrower's assets. The parties desire to set forth their respective lien priorities, rights, and remedies with respect to such collateral.
E. The parties are entering into this Intercreditor Agreement to establish the relative priority of their respective liens and security interests in the Borrower's assets, to define the rights of each secured party with respect to the exercise of remedies against such assets, and to address related intercreditor matters, all on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, covenants, and provisions set forth herein, 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 CONSTRUCTION
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Agreement" means this Intercreditor Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 11.5.
"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time, and any successor statute thereto.
"Borrower" means Genome Dx Therapeutics Inc., a Delaware corporation (file number: 7481263), qualified to do business in the State of California. The Borrower's employer identification number is 82-4917263. The Borrower's principal place of business and headquarters are located at 450 Genome Way, Suite 300, South San Francisco, California 94080.
"Bridge Agent" means Pinnacle Venture Lending Corp., a Delaware corporation, in its capacity as Administrative Agent under the Bridge Loan Agreement, together with its successors and assigns in such capacity.
"Bridge Collateral Agent" or "Collateral Agent" means Pacific Fiduciary Services Inc., a California corporation, in its capacity as Collateral Agent under the Security Agreement, together with its successors and assigns in such capacity. The Collateral Agent's address for notices is 350 Mission Street, Suite 1200, San Francisco, California 94105, Attention: David Nakamura, Vice President, Corporate Trust.
"Bridge Debt" means all Obligations (as defined in the Bridge Loan Agreement) of the Borrower arising under or in connection with the Bridge Loan Agreement, the Security Agreement, the IP Security Agreement, the Warrant Agreements, and all other Bridge Loan Documents, including without limitation (a) all principal indebtedness of the Borrower thereunder (in an aggregate principal amount of up to Fifteen Million Dollars ($15,000,000)), (b) all interest thereon (at a rate of six percent (6.00%) per annum, or, upon the occurrence and during the continuance of an event of default under the Bridge Loan Agreement, at the default rate of eight percent (8.00%) per annum), (c) all fees payable thereunder (including the commitment fee of One Hundred Fifty Thousand Dollars ($150,000) and the administrative agent fee of Twenty-Five Thousand Dollars ($25,000) per annum), (d) all expenses, indemnities, reimbursement obligations, and other amounts payable thereunder, and (e) all costs and expenses of collection, whether or not allowed as a claim in any Insolvency Proceeding.
"Bridge Lenders" means Pinnacle Venture Lending Corp. and Cobalt Life Sciences Fund III, L.P., together with their respective successors and assigns.
"Bridge Loan Agreement" has the meaning set forth in Recital A.
"Bridge Loan Documents" means, collectively, the Bridge Loan Agreement, the Security Agreement, the IP Security Agreement (as defined in the Bridge Loan Agreement), the Warrant Agreements (as defined in the Bridge Loan Agreement), this Agreement, and all other agreements, instruments, certificates, and documents executed and delivered in connection therewith, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Bridge Priority Collateral" means all assets and property of the Borrower in which the Bridge Secured Parties hold a security interest pursuant to the Security Agreement and the IP Security Agreement, other than the Ridgeline Priority Collateral. The Bridge Priority Collateral includes, without limitation: (a) all intellectual property of the Borrower (including fourteen (14) issued United States patents, seven (7) pending Patent Cooperation Treaty applications, and all related rights, including the patent portfolio covering GDT-2701 and the Borrower's related RNA-based diagnostic and therapeutic platform technology, together with all trademarks, service marks, copyrights, trade secrets, know-how, and licenses related thereto), (b) all accounts receivable, (c) all deposit accounts (including the Borrower's accounts at First Basin National Bank, specifically the operating account ending in **7834 and the payroll account ending in **2091, each subject to deposit account control agreements), (d) all general intangibles, (e) all instruments, (f) all inventory, (g) all investment property, (h) all chattel paper, (i) all letter-of-credit rights, (j) all commercial tort claims, and (k) all proceeds, products, offspring, rents, profits, and accessions of and to any and all of the foregoing, but in each case excluding the Ridgeline Priority Collateral.
"Bridge Secured Parties" means, collectively, the Bridge Agent, the Collateral Agent, and the Bridge Lenders.
"Collateral" means, collectively, all Bridge Priority Collateral and all Ridgeline Priority Collateral.
"DACA" means any deposit account control agreement entered into in connection with the Bridge Loan Documents or the Equipment Financing Documents.
"DIP Financing" has the meaning set forth in Section 6.2.
"Enforcement Action" has the meaning set forth in Section 4.1.
"Equipment Debt" means all obligations of the Borrower arising under or in connection with the Equipment Financing Agreement and the Equipment Financing Documents, including without limitation (a) all principal indebtedness of the Borrower thereunder (approximately Three Million Two Hundred Thousand Dollars ($3,200,000) outstanding as of the date hereof), (b) all interest thereon, (c) all fees payable thereunder, (d) all expenses, indemnities, reimbursement obligations, and other amounts payable thereunder, and (e) all costs and expenses of collection, whether or not allowed as a claim in any Insolvency Proceeding.
"Equipment Financing Agreement" has the meaning set forth in Recital C.
"Equipment Financing Documents" means, collectively, the Equipment Financing Agreement and all other agreements, instruments, certificates, schedules, and documents executed and delivered in connection therewith, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Insolvency Proceeding" means any case, action, or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, or relief of debtors, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other similar arrangement in respect of the Borrower's creditors generally or any significant portion of such creditors, in each case whether under the Bankruptcy Code or any other applicable federal, state, or foreign bankruptcy, insolvency, receivership, or similar law.
"IP Security Agreement" means that certain intellectual Property Security Agreement dated as of the date hereof among the Borrower, the Bridge Agent, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time, granting a security interest in the Borrower's intellectual property to secure the Bridge Debt.
"Junior Lien" means, with respect to any item of Collateral, the lien and security interest of the party that does not hold the Senior Lien on such item of Collateral, as established under Article II of this Agreement.
"Permitted Liens" means, collectively, the liens and encumbrances permitted under both the Bridge Loan Agreement and the Equipment Financing Agreement.
"Permitted Refinancing" has the meaning set forth in Section 3.5.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government, or any agency or political subdivision thereof, or any other entity.
"Ridgeline Priority Collateral" means the specifically identified equipment of the Borrower and all proceeds thereof (including insurance proceeds, casualty proceeds, and any proceeds of any sale, lease, license, exchange, or other disposition thereof), as more particularly described on Schedule A attached hereto and incorporated herein by reference, in which Ridgeline holds a first-priority security interest pursuant to the Equipment Financing Agreement. The Ridgeline Priority Collateral consists of laboratory equipment, research instruments, and related tangible personal property located at the Borrower's headquarters at 450 Genome Way, Suite 300, South San Francisco, California 94080, together with all products, accessions, attachments, accessories, parts, replacements, and additions thereto.
"Security Agreement" means that certain Security Agreement dated as of the date hereof among the Borrower, the Bridge Agent, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time, granting a security interest in substantially all assets of the Borrower (other than certain excluded property described therein) to secure the Bridge Debt.
"Senior Lien" means, with respect to any item of Collateral, the lien and security interest that has first priority as established under Article II of this Agreement.
"Standstill Period" has the meaning set forth in Section 4.3.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of California, or, when the context requires, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.
"Warrant Agreements" means those certain warrant agreements entered into in connection with the Bridge Loan Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
Section 1.2 — Construction and Interpretation
The following rules of construction and interpretation shall apply to this Agreement:
(a) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.
(b) As used in this Agreement, the word "including" (and words of similar import, including "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(c) All references herein to "Articles," "Sections," "Schedules," and "Exhibits" shall refer to the corresponding articles, sections, schedules, and exhibits of or to this Agreement, unless the context otherwise requires.
(d) The use of the singular shall include the plural, and vice versa, and the use of any gender shall include each other gender, in each case as the context may require.
(e) The word "or" is not exclusive.
(f) References to any statute, law, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statute, law, or regulation.
(g) References to any agreement (including this Agreement) shall mean such agreement as amended, restated, supplemented, or otherwise modified from time to time to the extent permitted hereunder or under the applicable provisions of the Bridge Loan Documents or the Equipment Financing Documents, as applicable.
(h) Any reference to a "day" or "days" shall mean a calendar day or calendar days unless expressly stated to be a "business day" or "business days." As used herein, "business day" means any day other than a Saturday, Sunday, or other day on which commercial banks in San Francisco, California are authorized or required by law to close.
(i) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
Section 1.3 — UCC Terms
Unless otherwise defined herein, terms that are defined in the UCC as in effect in the State of California and that are used herein shall have the meanings given to them in the UCC. In the event of any conflict between the meanings ascribed to terms defined in the UCC and the definitions of such terms set forth herein, the definitions set forth herein shall control.
ARTICLE II — LIEN PRIORITY
Section 2.1 — Ridgeline Priority Collateral
(a) Ridgeline holds, and is hereby acknowledged by each of the other parties hereto to hold, a first-priority lien and security interest in and to all Ridgeline Priority Collateral, as more particularly described on Schedule A hereto. Such first-priority lien and security interest shall be senior in all respects to any lien or security interest of the Bridge Secured Parties in the Ridgeline Priority Collateral.
(b) The Bridge Secured Parties hold, and are hereby acknowledged by Ridgeline to hold, a second-priority (junior) lien and security interest in and to all Ridgeline Priority Collateral, which lien and security interest shall be subordinate and junior in all respects to Ridgeline's first-priority lien and security interest in the Ridgeline Priority Collateral.
(c) The priorities established by this Section 2.1 shall apply regardless of the time, manner, or order of attachment, perfection, or filing of any financing statement or other document with respect to the Ridgeline Priority Collateral, the giving or failure to give notice of the acquisition or expected acquisition of any purchase money or other security interest, or any other circumstance whatsoever, including without limitation any provision of the UCC or any other applicable law.
Section 2.2 — Bridge Priority Collateral
(a) The Bridge Secured Parties hold, and are hereby acknowledged by Ridgeline to hold, a first-priority lien and security interest in and to all Bridge Priority Collateral, which comprises substantially all assets of the Borrower other than the Ridgeline Priority Collateral. The Bridge Priority Collateral includes, without limitation, the following categories of assets:
(i) All intellectual property of the Borrower, including all patents (comprising the fourteen (14) issued United States patents and seven (7) pending Patent Cooperation Treaty applications as of the date hereof), trademarks, service marks, trade secrets, know-how, and related rights, including the patent portfolio covering GDT-2701 and the Borrower's related RNA-based diagnostic and therapeutic platform technology;
(ii) All accounts receivable of the Borrower;
(iii) All deposit accounts of the Borrower at First Basin National Bank, including the operating account ending in **7834 and the payroll account ending in **2091, in each case subject to deposit account control agreements entered into in connection with the Bridge Loan Documents;
(iv) All general intangibles of the Borrower;
(v) All instruments of the Borrower;
(vi) All inventory of the Borrower;
(vii) All investment property of the Borrower; and
(viii) All proceeds, products, offspring, rents, profits, and accessions of and to any and all of the foregoing.
(b) Ridgeline holds, and is hereby acknowledged by the Bridge Secured Parties to hold, a second-priority (junior) lien and security interest in and to all Bridge Priority Collateral, which lien and security interest shall be subordinate and junior in all respects to the Bridge Secured Parties' first-priority lien and security interest in the Bridge Priority Collateral.
(c) The priorities established by this Section 2.2 shall apply regardless of the time, manner, or order of attachment, perfection, or filing of any financing statement or other document with respect to the Bridge Priority Collateral, the giving or failure to give notice of the acquisition or expected acquisition of any purchase money or other security interest, or any other circumstance whatsoever, including without limitation any provision of the UCC or any other applicable law.
Section 2.3 — Perfection of Security Interests
(a) Each party hereto acknowledges and agrees that each other party has the right to file UCC-1 financing statements and any other documents or instruments necessary or desirable for the perfection of such party's security interest in the Collateral, including the filing of financing statements covering both Senior Lien and Junior Lien collateral. No party shall oppose, object to, or otherwise challenge the filing of any such financing statement or perfection document by any other party, provided that such filing is consistent with the lien priorities established in this Article II.
(b) As of the date hereof, the Bridge Secured Parties have filed or will promptly file the following perfection documents: (i) a UCC-1 financing statement with the Secretary of State of the State of Delaware (as the Borrower's jurisdiction of incorporation), as the primary filing; (ii) a UCC-1 financing statement with the Secretary of State of the State of California, as a protective filing; and (iii) a recordation of the IP Security Agreement with the United States Patent and Trademark Office covering the Borrower's patents and patent applications.
(c) Ridgeline's existing UCC-1 financing statements and any other perfection filings made in connection with the Equipment Financing Documents shall remain in full force and effect. Ridgeline may file amendments, continuations, or additional financing statements with respect to the Equipment Debt and the Collateral as Ridgeline deems necessary or advisable.
(d) No party hereto shall oppose, object to, contest, or challenge the validity, attachment, perfection, or priority of any other party's lien or security interest in any Collateral as established by this Agreement, whether in any Insolvency Proceeding, judicial or administrative proceeding, or otherwise.
Section 2.4 — Priority Absolute
The lien priorities established in this Article II shall not be altered, impaired, or otherwise affected by any of the following:
(a) any amendment, modification, supplement, extension, renewal, restatement, replacement, or refinancing of either the Bridge Debt or the Equipment Debt (subject to Section 3.5 hereof);
(b) any deficiency in the attachment or perfection of any lien or security interest of any party hereto;
(c) any failure to file or record any document or instrument, or to take any other action, to perfect any lien or security interest of any party hereto;
(d) the application of any equitable or legal doctrine, including without limitation the doctrines of marshaling of assets, equitable subordination, or unjust enrichment;
(e) any provision of the UCC or any other applicable law, whether arising under state, federal, or foreign law; or
(f) any other circumstance whatsoever, whether similar or dissimilar to any of the foregoing.
The lien priorities set forth herein constitute a complete and irrevocable agreement among the parties as to such priorities and shall remain in effect until this Agreement terminates in accordance with Article IX.
ARTICLE III — AGREEMENTS REGARDING COLLATERAL AND LIENS
Section 3.1 — No Interference with Senior Lien
(a) The holder of the Junior Lien on any item of Collateral shall not take any action to contest, challenge, object to, or otherwise interfere with the holder of the Senior Lien's rights, remedies, or enforcement actions with respect to such item of Collateral. Without limiting the generality of the foregoing, the Junior Lien holder shall not (i) seek to have a court or other governmental authority marshal assets, apply the doctrine of equitable subordination, or apply any other equitable or legal doctrine, in any manner that would be adverse to the Senior Lien holder's interests in such Collateral, (ii) object to, or seek to prevent, any disposition of such Collateral by the Senior Lien holder in connection with an Enforcement Action, or (iii) assert any claim against any purchaser or transferee of such Collateral in connection with an Enforcement Action conducted by the Senior Lien holder.
(b) Nothing in this Section 3.1 shall be construed to limit the Junior Lien holder's right to exercise remedies with respect to Collateral on which such Junior Lien holder holds the Senior Lien in accordance with the terms of this Agreement.
Section 3.2 — Release of Liens
(a) If the holder of the Senior Lien on any item of Collateral releases its lien on such Collateral in connection with a sale, transfer, or other disposition of such Collateral that is permitted under the applicable credit documents of such Senior Lien holder, the holder of the Junior Lien on such Collateral shall be deemed to have automatically and simultaneously released its lien on the same Collateral, without any further action, consent, or approval by the Junior Lien holder. In connection with any such release, the Senior Lien holder and the Borrower are hereby irrevocably authorized by the Junior Lien holder to file UCC-3 termination statements, lien releases, and any other documents or instruments necessary or desirable to evidence the release of the Junior Lien holder's lien on such Collateral.
(b) The Junior Lien holder hereby irrevocably appoints the Senior Lien holder as the Junior Lien holder's attorney-in-fact, with full power and authority to execute and file on behalf of the Junior Lien holder any UCC-3 termination statements, lien releases, or other documents reasonably necessary to effect the release of liens contemplated by this Section 3.2(a). This appointment is coupled with an interest and is irrevocable.
(c) Upon the indefeasible payment in full of either the Bridge Debt or the Equipment Debt and the termination of all commitments under the applicable credit documents, the party whose debt has been satisfied shall promptly release all of its liens on all Collateral and shall authorize and cause to be filed all UCC-3 termination statements, releases of IP security interests, and other documents necessary to evidence such release.
Section 3.3 — Negative Pledge
The Borrower shall not grant, create, incur, assume, or permit to exist any lien or security interest on or with respect to any Collateral, except (a) Permitted Liens (as defined in each of the Bridge Loan Agreement and the Equipment Financing Agreement), (b) the liens and security interests granted to the Bridge Secured Parties under the Bridge Loan Documents, and (c) the liens and security interests granted to Ridgeline under the Equipment Financing Documents. Without limiting the generality of the foregoing, the Borrower acknowledges the existing negative pledge under the Equipment Financing Agreement covering all assigned intellectual property of the Borrower, including the fourteen (14) issued United States patents and seven (7) pending Patent Cooperation Treaty applications referenced herein, and the Borrower agrees not to take any action that would violate such negative pledge or the negative pledge covenants contained in the Bridge Loan Agreement.
Section 3.4 — Insurance Proceeds
(a) Insurance proceeds and any other casualty or condemnation proceeds received with respect to any Ridgeline Priority Collateral shall be applied first to the Equipment Debt until the Equipment Debt has been indefeasibly paid in full, and thereafter any remaining proceeds shall be applied to the Bridge Debt.
(b) Insurance proceeds and any other casualty or condemnation proceeds received with respect to any Bridge Priority Collateral shall be applied first to the Bridge Debt until the Bridge Debt has been indefeasibly paid in full, and thereafter any remaining proceeds shall be applied to the Equipment Debt.
(c) In the event that any insurance proceeds or other casualty or condemnation proceeds are received with respect to assets that constitute both Ridgeline Priority Collateral and Bridge Priority Collateral (including, without limitation, commingled proceeds), such proceeds shall be allocated in accordance with the priority scheme set forth in Sections 3.4(a) and 3.4(b) above, applied proportionately based on the relative value of the Ridgeline Priority Collateral and Bridge Priority Collateral giving rise to such proceeds, as reasonably determined by the Bridge Agent and Ridgeline.
(d) For the avoidance of doubt, the Borrower currently maintains the following insurance policies: (i) directors' and officers' liability coverage issued by Sentinel Specialty Insurance Co. with a policy limit of Ten Million Dollars ($10,000,000), and (ii) general commercial liability coverage issued by Commonwealth Mutual Insurance Group with a policy limit of Five Million Dollars ($5,000,000). The Borrower shall maintain such insurance coverage (or comparable replacement coverage) during the term of this Agreement, and the provisions of this Section 3.4 shall apply to all proceeds received by the Borrower or any party hereto under any such policy.
Section 3.5 — Permitted Refinancing
(a) Either the Bridge Agent (on behalf of the Bridge Secured Parties) or Ridgeline may refinance, extend, renew, or replace its respective debt (a "Permitted Refinancing") without the prior written consent of the other party, provided that each of the following conditions is satisfied:
(i) The aggregate principal amount of such refinanced debt does not exceed the aggregate principal amount outstanding under the applicable credit documents immediately prior to such refinancing, plus (A) accrued and unpaid interest thereon, (B) all fees, premiums, and penalties payable in connection with such refinancing, and (C) reasonable and documented transaction costs and expenses incurred in connection with such refinancing;
(ii) The refinancing creditor (or its agent) agrees in writing to be bound by all of the terms and conditions of this Agreement, as though such refinancing creditor were the original party hereto whose debt is being refinanced, and executes and delivers a joinder to this Agreement in form and substance reasonably satisfactory to the other party; and
(iii) Written notice of such Permitted Refinancing is provided to the other party and to the Borrower not less than ten (10) business days prior to the effectiveness of such refinancing, together with copies of the material definitive documentation relating thereto.
(b) For the avoidance of doubt, the mandatory prepayment of the Bridge Debt from the proceeds of the anticipated Series C equity financing by the Borrower (or any other equity financing by the Borrower raising aggregate gross proceeds in excess of Twenty Million Dollars ($20,000,000)) shall not constitute a Permitted Refinancing or a refinancing for purposes of this Section 3.5, and no consent of Ridgeline shall be required in connection therewith.
Section 3.6 — Additional Collateral
If the Borrower at any time grants a lien or security interest on any assets not previously subject to a security interest in favor of either the Bridge Secured Parties or Ridgeline, the relative priority of liens on such additional collateral shall be determined by applying the same principles set forth in Sections 2.1 and 2.2 of this Agreement. Specifically, if such additional collateral constitutes equipment that would fall within the description of Ridgeline Priority Collateral (i.e., specifically identified equipment financed by Ridgeline under the Equipment Financing Agreement), Ridgeline shall hold a first-priority lien thereon and the Bridge Secured Parties shall hold a second-priority lien thereon; and if such additional collateral constitutes any other category of assets, the Bridge Secured Parties shall hold a first-priority lien thereon and Ridgeline shall hold a second-priority lien thereon.
ARTICLE IV — ENFORCEMENT AND REMEDIES
Section 4.1 — Definition of Enforcement Action
As used in this Agreement, "Enforcement Action" means any action to foreclose upon, collect, repossess, sell, lease, license, or otherwise dispose of or realize upon any Collateral, or any action to exercise remedies under any deposit account control agreement, or the commencement of any judicial, non-judicial, or administrative proceeding with respect to any Collateral (including any action pursuant to Article 9 of the UCC), or the exercise of any right of setoff, recoupment, or netting against any Collateral or any proceeds thereof, or the taking of any action to enforce, collect, or realize upon any judgment with respect to any Collateral, or the notification of any account debtor of the Borrower to make payment directly to the enforcing party, or any action to take possession of, or exercise dominion or control over, any Collateral. For the avoidance of doubt, the filing of proofs of claim in any Insolvency Proceeding and actions to preserve the validity or perfection of a lien shall not constitute an "Enforcement Action."
Section 4.2 — Senior Lien Holder's Enforcement Rights
(a) The holder of the Senior Lien on any item of Collateral shall have the exclusive right to take Enforcement Actions with respect to such Collateral, subject to the standstill provisions of Section 4.3 hereof with respect to the Junior Lien holder.
(b) With respect to the Ridgeline Priority Collateral, Ridgeline, as the holder of the Senior Lien thereon, may exercise any and all remedies available to it under the Equipment Financing Documents, the UCC, and applicable law, including without limitation the right to repossess and dispose of equipment constituting Ridgeline Priority Collateral, without the consent of, or prior notice to, the Bridge Agent or any other Bridge Secured Party, other than the courtesy notice described in Section 4.4 hereof. The Bridge Secured Parties shall not interfere with, delay, or impede any such Enforcement Action by Ridgeline.
(c) With respect to the Bridge Priority Collateral, the Bridge Agent, acting on behalf of the Bridge Secured Parties through the Collateral Agent (Pacific Fiduciary Services Inc.), as the holders of the Senior Lien thereon, may exercise any and all remedies available to the Bridge Secured Parties under the Bridge Loan Documents, the UCC, and applicable law, including without limitation the right to foreclose upon, sell, or otherwise dispose of Bridge Priority Collateral, without the consent of, or prior notice to, Ridgeline, other than the courtesy notice described in Section 4.4 hereof. Ridgeline shall not interfere with, delay, or impede any such Enforcement Action by the Bridge Agent or the Collateral Agent.
Section 4.3 — Standstill on Junior Lien
(a) The holder of the Junior Lien on any item of Collateral shall not take any Enforcement Action with respect to such Collateral until the earlier of:
(i) one hundred eighty (180) days (the "Standstill Period") after the date on which the Junior Lien holder delivers written notice (a "Standstill Trigger Notice") to the Senior Lien holder (with a copy to the Borrower) stating that (A) an event of default has occurred and is continuing under the Junior Lien holder's credit documents, and (B) the Junior Lien holder desires to exercise remedies with respect to such Collateral, which notice shall specify the nature of such event of default; and
(ii) the date on which the Senior Lien holder's debt secured by such Collateral has been indefeasibly paid in full and all commitments under the applicable credit documents have been terminated.
(b) Notwithstanding the foregoing, the Junior Lien holder may take Enforcement Actions with respect to Collateral on which it holds the Junior Lien at any time after the Senior Lien holder has commenced and is diligently pursuing Enforcement Actions with respect to all or substantially all of the relevant Collateral on which such Senior Lien holder holds the Senior Lien, provided that any proceeds of Collateral received by the Junior Lien holder in connection with such Enforcement Action shall be applied in accordance with the applicable proceeds waterfall set forth in Sections 4.5 or 4.6 hereof.
(c) During the Standstill Period, the Junior Lien holder may, notwithstanding the standstill restrictions set forth in this Section 4.3:
(i) file and prosecute proofs of claim and motions and participate as a party in interest in any Insolvency Proceeding involving the Borrower;
(ii) vote on any plan of reorganization or liquidation, vote in any election of a trustee, and take any other action as a creditor in any Insolvency Proceeding (subject to the limitations set forth in Article VI hereof); and
(iii) take any action reasonably necessary to preserve the validity, perfection, and priority of its Junior Lien on any Collateral, including the filing of continuation statements, amendments to financing statements, and protective filings.
(d) For the avoidance of doubt, the commencement of a new Standstill Period shall require the delivery of a new Standstill Trigger Notice.
Section 4.4 — Cooperation and Courtesy Notice
(a) Each party shall provide the other party (and the Borrower) with written notice within five (5) business days of commencing any Enforcement Action with respect to any Collateral. Such notice shall describe in reasonable detail the nature of the Enforcement Action and the Collateral to which it relates. The failure to provide such notice shall not affect the validity of the Enforcement Action or the rights of the enforcing party, but shall entitle the non-notified party to seek damages for any loss directly caused by such failure.
(b) Each party shall use commercially reasonable efforts to cooperate with the other party in connection with any Enforcement Action so as not to materially and adversely affect the other party's Collateral interests. Without limiting the generality of the foregoing, each party shall use commercially reasonable efforts to (i) preserve the value of the Collateral during the pendency of any Enforcement Action, (ii) avoid unnecessary disruption of the Borrower's business operations to the extent practicable, and (iii) provide reasonable access to the other party to inspect any Collateral that is the subject of an Enforcement Action.
Section 4.5 — Proceeds Waterfall — Ridgeline Priority Collateral
The net proceeds from any Enforcement Action with respect to any Ridgeline Priority Collateral shall be applied in the following order of priority:
First, to the payment of the reasonable and documented costs and expenses of such Enforcement Action (including attorneys' fees and costs, costs of sale, and costs of preservation and protection of the Ridgeline Priority Collateral);
Second, to the payment of the Equipment Debt until all Equipment Debt has been indefeasibly paid in full (including, without limitation, all outstanding principal (approximately Three Million Two Hundred Thousand Dollars ($3,200,000) as of the date hereof), accrued and unpaid interest thereon, fees, expenses, indemnities, and other amounts payable under the Equipment Financing Documents);
Third, to the payment of the Bridge Debt until all Bridge Debt has been indefeasibly paid in full (including, without limitation, all outstanding principal, accrued and unpaid interest thereon, fees, expenses, indemnities, and other amounts payable under the Bridge Loan Documents);
Fourth, any remainder shall be paid to the Borrower or as otherwise required by applicable law.
Section 4.6 — Proceeds Waterfall — Bridge Priority Collateral
The net proceeds from any Enforcement Action with respect to any Bridge Priority Collateral shall be applied in the following order of priority:
First, to the payment of the reasonable and documented costs and expenses of such Enforcement Action (including attorneys' fees and costs, costs of sale, and costs of preservation and protection of the Bridge Priority Collateral);
Second, to the payment of the Bridge Debt until all Bridge Debt has been indefeasibly paid in full (including, without limitation, all outstanding principal (Fifteen Million Dollars ($15,000,000)), accrued and unpaid interest thereon (at six percent (6.00%) per annum, or the default rate of eight percent (8.00%) per annum, as applicable), fees (including the commitment fee of One Hundred Fifty Thousand Dollars ($150,000) and the administrative agent fee of Twenty-Five Thousand Dollars ($25,000) per annum), expenses, indemnities, and other amounts payable under the Bridge Loan Documents);
Third, to the payment of the Equipment Debt until all Equipment Debt has been indefeasibly paid in full;
Fourth, any remainder shall be paid to the Borrower or as otherwise required by applicable law.
Section 4.7 — Right to Purchase Equipment Debt
The Bridge Agent, on behalf of the Bridge Secured Parties, shall have the option (but not the obligation) to purchase all (but not less than all) of the Equipment Debt from Ridgeline at any time. The purchase price shall be equal to par, defined as the sum of (a) all outstanding principal under the Equipment Financing Documents, (b) all accrued and unpaid interest thereon, (c) all fees, expenses, indemnities, and other amounts due and payable under the Equipment Financing Documents as of the date of purchase, and (d) any breakage, prepayment, or similar costs, if applicable. The Bridge Agent shall exercise such option by delivering written notice to Ridgeline not less than ten (10) business days prior to the proposed purchase date. Upon the consummation of such purchase, the Bridge Secured Parties shall succeed to all of Ridgeline's rights, remedies, liens, and security interests under the Equipment Financing Documents, including without limitation Ridgeline's first-priority lien and security interest in the Ridgeline Priority Collateral, and Ridgeline shall execute and deliver all documents and instruments reasonably requested by the Bridge Agent to evidence such assignment and succession.
Section 4.8 — Right to Purchase Bridge Debt
Ridgeline shall have the option (but not the obligation) to purchase all (but not less than all) of the Bridge Debt from the Bridge Lenders at any time. The purchase price shall be equal to par, defined as the sum of (a) all outstanding principal under the Bridge Loan Documents, (b) all accrued and unpaid interest thereon, (c) all fees, expenses, indemnities, and other amounts due and payable under the Bridge Loan Documents as of the date of purchase, and (d) any breakage, prepayment, or similar costs, if applicable. Ridgeline shall exercise such option by delivering written notice to the Bridge Agent not less than ten (10) business days prior to the proposed purchase date. Upon the consummation of such purchase, Ridgeline shall succeed to all of the Bridge Secured Parties' rights, remedies, liens, and security interests under the Bridge Loan Documents, including without limitation the Bridge Secured Parties' first-priority lien and security interest in the Bridge Priority Collateral, and each of the Bridge Agent, the Bridge Lenders, and the Collateral Agent shall execute and deliver all documents and instruments reasonably requested by Ridgeline to evidence such assignment and succession.
ARTICLE V — PAYMENTS AND TURNOVERS
Section 5.1 — Permitted Payments
(a) Subject to Section 5.1(b) below, each of the Bridge Secured Parties and Ridgeline shall be entitled to receive and retain all scheduled payments of principal, interest, fees, and other amounts due and payable to it under its respective credit documents in accordance with the terms thereof, and the Borrower may make all such scheduled payments, without regard to the lien priorities established by this Agreement.
(b) The Borrower may make all regularly scheduled payments under (i) the Bridge Loan Agreement (including monthly interest payments commencing on April 1, 2026, in the approximate amount of Seventy-Five Thousand Dollars ($75,000) per month, calculated at six percent (6.00%) per annum on the outstanding principal amount of Fifteen Million Dollars ($15,000,000)) and (ii) the Equipment Financing Agreement, in each case in accordance with the payment schedules set forth therein; provided, however, that upon the commencement of an Enforcement Action governed by the proceeds waterfall provisions of Section 4.5 or Section 4.6, all proceeds of Collateral that is the subject of such Enforcement Action shall be applied solely in accordance with the applicable waterfall, and the Borrower shall not make any payments to the Junior Lien holder from such Collateral except as provided in such waterfall.
Section 5.2 — Turnover
(a) If the Junior Lien holder receives any payment, distribution, or other recovery of or from any proceeds of Collateral on which the other party holds the Senior Lien, in violation of the priority provisions of this Agreement (whether received by way of direct payment, setoff, recoupment, adequate protection payment in any Insolvency Proceeding, or otherwise), the Junior Lien holder shall:
(i) segregate all such amounts from its other funds and property and hold such amounts in trust for the benefit of the Senior Lien holder;
(ii) promptly (and in any event within five (5) business days after receipt) notify the Senior Lien holder in writing of the receipt of such amounts, specifying in reasonable detail the source, nature, and amount thereof; and
(iii) promptly (and in any event within five (5) business days after receipt) turn over and deliver such amounts to the Senior Lien holder, in the same form as received (with any necessary endorsement), for application in accordance with the applicable proceeds waterfall set forth in Section 4.5 or Section 4.6, as applicable.
(b) The obligations of the Junior Lien holder under this Section 5.2 shall apply regardless of whether the receipt of such amounts by the Junior Lien holder was voluntary, involuntary, by operation of law, or otherwise, and regardless of whether an Insolvency Proceeding is then pending with respect to the Borrower.
ARTICLE VI — INSOLVENCY PROCEEDINGS
Section 6.1 — Application in Insolvency Proceedings
(a) This Agreement, including without limitation the lien priorities and the payment and enforcement provisions set forth herein, shall be applicable both before and after the commencement of any Insolvency Proceeding by or against the Borrower, and all references herein to the Borrower shall include the Borrower as debtor-in-possession and any trustee, receiver, liquidator, conservator, custodian, or similar person appointed for the Borrower or its estate.
(b) Each of the parties hereto agrees that this Agreement shall constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code to the fullest extent permitted by law, and the parties intend that the terms hereof shall be enforceable in any Insolvency Proceeding.
Section 6.2 — DIP Financing
(a) The Junior Lien holder on any item of Collateral shall not object to, oppose, or take any action to impede, delay, or interfere with any debtor-in-possession financing (a "DIP Financing") or use of cash collateral proposed, offered, or provided by the Senior Lien holder (or its designee) with respect to Collateral on which such party holds the Senior Lien, provided that such DIP Financing does not require the Junior Lien holder to subordinate its Junior Lien on Collateral on which the Junior Lien holder holds the Senior Lien to any liens securing such DIP Financing.
(b) For the avoidance of doubt, the Junior Lien holder may object to any DIP Financing to the extent that the terms thereof would prime or otherwise subordinate the Junior Lien holder's Senior Lien on Collateral on which the Junior Lien holder holds the Senior Lien, or to the extent that such DIP Financing would materially and adversely affect the Junior Lien holder's interest in Collateral on which the Junior Lien holder holds the Senior Lien.
Section 6.3 — Adequate Protection
(a) The Junior Lien holder on any item of Collateral shall not seek, request, or accept adequate protection (under Section 361, Section 363(e), or Section 364(d) of the Bankruptcy Code, or any comparable provision of any other applicable insolvency law) in the form of additional or replacement liens on Collateral on which the other party holds the Senior Lien, unless such additional or replacement liens are expressly subordinate and junior to the Senior Lien on such Collateral.
(b) The Junior Lien holder on any item of Collateral shall not seek, request, or accept adequate protection payments from proceeds of Collateral on which the other party holds the Senior Lien, unless (i) the Senior Lien holder's claim with respect to such Collateral has been indefeasibly satisfied in full or (ii) the Senior Lien holder has provided its prior written consent to such adequate protection payments.
(c) Nothing in this Section 6.3 shall be construed to limit the Junior Lien holder's right to seek or accept adequate protection with respect to Collateral on which such Junior Lien holder holds the Senior Lien.
Section 6.4 — Relief from Stay
The Junior Lien holder on any item of Collateral shall not seek or request relief from the automatic stay (under Section 362 of the Bankruptcy Code or any comparable provision of any other applicable insolvency law) or any other stay in any Insolvency Proceeding with respect to Collateral on which the other party holds the Senior Lien, without the prior written consent of the Senior Lien holder, which consent may be withheld in the Senior Lien holder's sole and absolute discretion. Nothing in this Section 6.4 shall be construed to prevent the Junior Lien holder from seeking relief from the automatic stay with respect to Collateral on which such Junior Lien holder holds the Senior Lien.
Section 6.5 — No Avoidance Actions
Neither the Bridge Agent (nor any Bridge Secured Party) nor Ridgeline shall, directly or indirectly, support, assert, bring, or join in any claim, action, or proceeding seeking to avoid, disallow, subordinate, recharacterize, or otherwise invalidate the other party's lien or security interest in any Collateral, whether under Section 544, Section 545, Section 547, Section 548, Section 549, Section 550, Section 551, or Section 552 of the Bankruptcy Code, or under any comparable provision of any other applicable law, or under any equitable doctrine.
Section 6.6 — Post-Petition Interest
Each party hereto acknowledges and agrees that the other party's claim for post-petition interest, fees, costs, and charges (including default rate interest) on Collateral on which such other party holds the Senior Lien shall have priority over the Junior Lien holder's claims on such Collateral to the fullest extent permitted by applicable law. The Junior Lien holder on any item of Collateral shall not object to or oppose the Senior Lien holder's claim for post-petition interest on such Collateral under Section 506(b) of the Bankruptcy Code or otherwise.
ARTICLE VII — REPRESENTATIONS AND WARRANTIES
Section 7.1 — Representations and Warranties of Each Party
Each of the Bridge Agent, Ridgeline, the Borrower, and the Collateral Agent hereby represents and warrants to each other party hereto, as of the date hereof, as follows:
(a) Organization and Good Standing. Such party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization (Pinnacle Venture Lending Corp.: the State of Delaware; Ridgeline Capital Partners LLC: the State of Delaware; Genome Dx Therapeutics Inc.: the State of Delaware, and qualified to do business in the State of California; Pacific Fiduciary Services Inc.: the State of California), and has all requisite organizational power and authority to own, lease, and operate its properties and to conduct its business as currently conducted.
(b) Power and Authority. Such party has full corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Agreement and each other document or instrument to be executed and delivered by such party in connection herewith.
(c) Due Authorization. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate, limited liability company, or other organizational action on the part of such party. No further authorization, consent, or approval of any equity holder, member, partner, manager, director, officer, or other person or entity is required in connection herewith.
(d) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, or similar laws affecting creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) No Conflict. The execution, delivery, and performance of this Agreement by such party does not and will not (i) conflict with, result in a breach of, or constitute a default under its organizational documents (including any certificate of incorporation, bylaws, operating agreement, or partnership agreement, as applicable), (ii) conflict with, result in a breach of, or constitute a default under any material agreement, instrument, or obligation to which such party is a party or by which such party or any of its assets are bound, or (iii) violate any applicable law, regulation, order, judgment, or decree of any governmental authority having jurisdiction over such party or its assets.
Section 7.2 — Representations and Warranties of the Borrower
The Borrower hereby represents and warrants to each other party hereto, as of the date hereof, as follows:
(a) Schedule A. Schedule A attached hereto accurately and completely identifies all Ridgeline Priority Collateral as of the date hereof, including a description of each item of equipment, its serial number, location, and other identifying information. No material item of equipment financed under the Equipment Financing Agreement has been omitted from Schedule A.
(b) No Other Liens. No liens or security interests exist on any Collateral other than (i) the liens and security interests granted to the Bridge Secured Parties under the Bridge Loan Documents, (ii) the liens and security interests granted to Ridgeline under the Equipment Financing Documents, and (iii) Permitted Liens.
(c) No Other Intercreditor Agreements. The Borrower has not entered into, and is not otherwise bound by, any other intercreditor agreement, subordination agreement, or similar arrangement with respect to the Collateral, other than this Agreement.
(d) Jurisdiction of Organization. The Borrower's jurisdiction of organization is the State of Delaware (file number: 7481263). The Borrower's registered agent in the State of Delaware is National Registered Agents of Delaware Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
(e) Accuracy of Information. All information provided by the Borrower to any party hereto in connection with the negotiation, preparation, and execution of this Agreement is true, correct, and complete in all material respects as of the date provided or as of the date hereof, as applicable.
ARTICLE VIII — COVENANTS
Section 8.1 — Further Assurances
Each party hereto agrees to execute and deliver such further instruments, documents, and agreements and to take such further actions as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Agreement, including without limitation the execution and filing of UCC-3 amendments, continuations, or termination statements, the execution of additional or amended deposit account control agreements, and the delivery of instructions to any account bank, bailee, or other third party holding Collateral, in each case as may be reasonably requested by any other party hereto.