1013-00001 · Genome Dx Therapeutics Inc · Transaction Documents

warrant-agreement-pinnacle.docx DOCUMENT Finance & Banking

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COMMON STOCK PURCHASE WARRANT

GENOME DX THERAPEUTICS INC.

Warrant to Purchase 137,614 Shares of Common Stock

Warrant No.: GDT-W-001 Date of Issuance: March 6, 2026

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

VOID AFTER MARCH 6, 2036

RECITALS

WHEREAS, Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), with its principal office located at 450 Genome Way, Suite 300, South San Francisco, California 94080, is engaged in the discovery and development of novel therapeutics in the fields of genomic medicine and targeted gene therapy;

WHEREAS, Pinnacle Venture Lending Corp., a Delaware corporation (the "Holder"), with its principal office located at 2200 Sand Hill Road, Suite 400, Menlo Park, California 94025, is a specialty lending institution focused on providing debt capital solutions to life sciences and technology companies;

WHEREAS, the Company (as 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 (the "Loan Agreement"), pursuant to which the lenders thereunder have agreed to make available to the Company a senior secured bridge loan facility in an aggregate principal amount of Fifteen Million Dollars ($15,000,000);

WHEREAS, Pinnacle has committed Ten Million Dollars ($10,000,000) to the bridge loan facility under the Loan Agreement, representing two-thirds of the aggregate commitment amount;

WHEREAS, pursuant to Section 2.08 of the Loan Agreement, the Company has agreed to issue to each Lender a warrant to purchase shares of the Company's Common Stock in an amount equal to warrant coverage of three percent (3.00%) of each such Lender's commitment amount, divided by the Exercise Price;

WHEREAS, the warrant coverage value attributable to Pinnacle's commitment is calculated as 3.00% × $10,000,000 = $300,000, and $300,000 ÷ $2.18 per share = 137,614 shares (rounded down to the nearest whole share), where $2.18 per share represents the per-share price of the Company's Series B Preferred Stock issued in August 2024; and

WHEREAS, this Warrant is being issued as partial consideration for Pinnacle's commitment under the Loan Agreement and as an inducement for Pinnacle to enter into the Loan Agreement and to make the loans contemplated thereby.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company hereby certifies and agrees as follows:

SECTION 1: DEFINITIONS

As used in this Warrant, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

"Board" means the Board of Directors of the Company.

"Bridge Loan Agreement" or "Loan Agreement" means that certain Bridge Loan Agreement dated as of March 6, 2026, by and among the Company (as 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), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Common Stock" means the common stock, par value $0.0001 per share, of the Company, including any securities into which such common stock may hereafter be reclassified or changed.

"Company" means Genome Dx Therapeutics Inc., a Delaware corporation, and its successors and assigns.

"Exercise Period" means the period commencing on the Issue Date and ending on the Expiration Date.

"Exercise Price" means initially Two Dollars and Eighteen Cents ($2.18) per share, subject to adjustment pursuant to Section 2(b) and Section 4 hereof; provided that if a Series C Equity Financing occurs prior to the Expiration Date, the Exercise Price shall be automatically adjusted to the lesser of (a) Two Dollars and Eighteen Cents ($2.18) and (b) eighty percent (80%) of the per-share price paid by investors in such Series C Equity Financing. For the avoidance of doubt, all references in this Warrant to the "Exercise Price" shall mean the Exercise Price as so adjusted from time to time.

"Expiration Date" means March 6, 2036, the date that is ten (10) years after the Issue Date. If the Expiration Date falls on a day that is not a business day, the Expiration Date shall be the next succeeding business day.

"Holder" means Pinnacle Venture Lending Corp., a Delaware corporation, and its permitted successors and assigns in accordance with Section 7 hereof.

"Issue Date" means March 6, 2026.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, governmental authority, or any other entity of any kind or nature, including any association, estate, custodian, nominee, or any other individual or entity in its own or any representative capacity.

"Series B Price" means Two Dollars and Eighteen Cents ($2.18) per share, being the price per share of the Company's Series B Preferred Stock as set forth in that certain Series B Preferred Stock Purchase Agreement dated as of August 14, 2024, among the Company and the investors named therein.

"Series C Equity Financing" means a bona fide equity financing of the Company in which the Company issues and sells shares of its preferred stock (or other equity securities) to one or more investors and raises aggregate gross proceeds of at least Twenty Million Dollars ($20,000,000) (excluding the conversion of any outstanding indebtedness or other securities), as further described in Section 6.01 of the Loan Agreement.

"Warrant Shares" means the one hundred thirty-seven thousand six hundred fourteen (137,614) shares of Common Stock initially issuable upon exercise of this Warrant, as such number may be adjusted from time to time pursuant to the terms hereof.

SECTION 2: EXERCISE OF WARRANT

Section 2(a): Exercise Right

The Holder is entitled, subject to the terms and conditions set forth herein, at any time and from time to time during the Exercise Period, to purchase up to one hundred thirty-seven thousand six hundred fourteen (137,614) shares of Common Stock (as adjusted from time to time pursuant to Section 2(b) and Section 4 hereof) at the Exercise Price per share then in effect. This Warrant may be exercised in whole or in part at the election of the Holder.

To exercise this Warrant, the Holder shall deliver to the Company at its principal office (or such other office as the Company may designate in writing to the Holder) the following:

(i) this Warrant (or, if this Warrant has been lost, stolen, or destroyed, an affidavit of loss and an indemnity agreement in form and substance reasonably satisfactory to the Company, as contemplated by Section 11 hereof);

(ii) a duly completed and executed Exercise Notice in substantially the form attached hereto as Exhibit A; and

(iii) payment of the aggregate Exercise Price for the Warrant Shares being purchased.

Payment of the aggregate Exercise Price may be made by any of the following methods, or any combination thereof:

(x) wire transfer of immediately available funds in United States dollars to a bank account designated by the Company in writing to the Holder;

(y) certified or official bank check drawn on a United States banking institution and payable to the order of the Company; or

(z) any combination of the foregoing methods.

The date on which the Holder delivers all of the items specified in clauses (i), (ii), and (iii) above (or, in the case of a cashless exercise pursuant to Section 2(c), the items specified therein) shall be deemed the "Exercise Date."

Section 2(b): Exercise Price Adjustment upon Series C Equity Financing

If the Company consummates a Series C Equity Financing at any time during the Exercise Period, the Exercise Price shall be automatically adjusted (without any action by the Holder or delivery of any additional consideration) to equal the lesser of:

(a) Two Dollars and Eighteen Cents ($2.18) (the Series B Price); and

(b) eighty percent (80%) of the per-share price paid by investors in such Series C Equity Financing (determined on an as-converted-to-Common-Stock basis).

Such adjustment shall take effect as of the date of the initial closing of the Series C Equity Financing. The Company shall promptly, and in no event later than five (5) business days after the closing of such Series C Equity Financing, deliver written notice to the Holder of the adjusted Exercise Price, together with a reasonably detailed calculation thereof, including the per-share price of the Series C Equity Financing and the resulting determination under this Section 2(b).

By way of illustration and not limitation:

Example 1: If the Series C price per share is $2.89 (based on the anticipated pre-money valuation of approximately $140,000,000 and approximately 48,500,000 fully diluted shares), then 80% × $2.89 = $2.312. Because $2.18 is less than $2.312, the Exercise Price would remain at $2.18 per share.

Example 2: If the Series C price per share is $2.50, then 80% × $2.50 = $2.00. Because $2.00 is less than $2.18, the Exercise Price would be adjusted downward to $2.00 per share.

For the avoidance of doubt, the number of Warrant Shares shall not be adjusted as a result of any adjustment to the Exercise Price under this Section 2(b). Any further adjustments to the Exercise Price or the number of Warrant Shares as a result of the Series C Equity Financing shall be governed by Section 4 hereof.

Section 2(c): Cashless (Net) Exercise

In lieu of making a cash payment of the aggregate Exercise Price pursuant to Section 2(a), the Holder may elect, in its sole discretion, to exercise this Warrant in whole or in part on a cashless basis (a "Cashless Exercise"). To effect a Cashless Exercise, the Holder shall deliver to the Company (i) this Warrant (or the affidavit and indemnity described in Section 2(a)(i)) and (ii) a duly completed and executed Exercise Notice indicating that the Holder has elected a Cashless Exercise.

Upon a Cashless Exercise, the Company shall issue to the Holder a number of Warrant Shares (the "Net Shares") determined in accordance with the following formula:

Net Shares = (A × (B – C)) / B

Where:

A = the total number of Warrant Shares with respect to which this Warrant is being exercised;

B = the Fair Market Value (as defined below) per share of Common Stock on the Exercise Date; and

C = the Exercise Price per share then in effect.

If the calculation of Net Shares results in a negative number, the Holder shall not be required to make any payment to the Company, and no Warrant Shares shall be issuable upon such attempted exercise. In such event, this Warrant shall remain outstanding and exercisable in accordance with its terms.

As used herein, "Fair Market Value" means, as of any date of determination:

(i) if the Common Stock is then listed or quoted on a national securities exchange (including the Nasdaq Stock Market or the New York Stock Exchange), the closing sale price per share of Common Stock on such exchange on the trading day immediately preceding the Exercise Date, as reported by Crowne Albany Systems or, if not available, by such other authoritative source as the Company and the Holder shall mutually agree;

(ii) if the Common Stock is not then listed or quoted on a national securities exchange, the fair market value per share of Common Stock as determined in good faith by the Board, which determination shall take into account all relevant factors, including (without limitation) recent arm's-length transactions involving the Company's equity securities, the Company's financial condition and results of operations, the Company's prospects, the stage of development of the Company's product pipeline, comparable company valuations, and applicable discounts for illiquidity and minority interest;

provided that, if the Holder disputes the Board's determination of Fair Market Value under clause (ii) above, the Fair Market Value shall be determined by an independent appraiser mutually agreed upon by the Company and the Holder, whose determination shall be final and binding on both parties. The costs and expenses of such independent appraiser shall be borne equally by the Company and the Holder. If the Company and the Holder cannot agree on an independent appraiser within fifteen (15) days after the Holder delivers notice of its dispute, each party shall select one independent appraiser within five (5) business days thereafter, and the two appraisers so selected shall select a third independent appraiser, whose determination alone shall be final and binding. The costs of each party's selected appraiser shall be borne by such party, and the costs of the third appraiser shall be borne equally.

Section 2(d): Partial Exercise

If this Warrant is exercised in part, the Company shall, at the time of delivery of the Warrant Shares to the Holder upon such partial exercise, execute and deliver to the Holder a new warrant of like tenor, dated the date hereof, evidencing the right to purchase the remaining balance of the Warrant Shares not yet exercised under this Warrant, which new warrant shall in all other respects be identical to this Warrant. Such new warrant shall be issued without charge to the Holder.

No fractional shares of Common Stock shall be issued upon any exercise of this Warrant. In lieu of issuing any fractional share to which the Holder would otherwise be entitled, the Company shall pay to the Holder, in cash, an amount equal to the product of (x) such fractional share and (y) the Fair Market Value per share of Common Stock on the Exercise Date.

Section 2(e): Issuance of Shares; Delivery

Upon the valid exercise of this Warrant in accordance with this Section 2, the Company shall, as promptly as practicable and in any event within five (5) business days following the Exercise Date, issue and deliver (or cause to be delivered) to the Holder (or to the Holder's designee, as specified in the Exercise Notice) a stock certificate or certificates, or, at the Company's election, a book-entry statement or statements issued by the Company's transfer agent, representing the number of Warrant Shares to which the Holder is entitled.

All Warrant Shares issued upon the exercise of this Warrant shall be validly issued, fully paid, and nonassessable, and shall be free and clear of all taxes, liens, security interests, charges, and encumbrances with respect to the issuance thereof (other than taxes imposed on the income or gains of the Holder and other than restrictions on transfer imposed under applicable securities laws or under this Warrant). The Company shall pay all documentary, stamp, and transfer taxes, if any, attributable to the issuance of the Warrant Shares upon exercise of this Warrant.

The Company covenants that it shall at all times during the Exercise Period reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, a number of shares of Common Stock equal to or greater than the number of Warrant Shares then issuable upon full exercise of this Warrant (after giving effect to all adjustments pursuant to Section 2(b) and Section 4). The Company covenants that all shares of Common Stock so reserved shall, when issued upon exercise of this Warrant in accordance with the terms hereof, be duly authorized, validly issued, fully paid, and nonassessable and free from all preemptive or similar rights.

Section 2(f): No Stockholder Rights Prior to Exercise

This Warrant shall not entitle the Holder to any voting rights, dividend rights, or other rights as a stockholder of the Company until the Warrant Shares have been duly issued to the Holder upon proper exercise of this Warrant. Without limiting the generality of the foregoing, no provision of this Warrant, on the one hand, and no mere exercise, holding, or possession of this Warrant, on the other hand, shall be construed as conferring upon the Holder the right to vote, give or withhold consent to any corporate action, receive dividends or subscription rights, or receive notice of meetings of stockholders.

Notwithstanding the foregoing, the Holder shall be entitled to receive notices of certain corporate events as set forth in Section 5 hereof, and nothing in this Section 2(f) shall limit or diminish the Holder's contractual rights under this Warrant.

SECTION 3: REPRESENTATIONS AND WARRANTIES

Section 3(a): Representations and Warranties of the Company

The Company hereby represents and warrants to the Holder as of the Issue Date as follows:

(i) Organization and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the State of California and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company's business, financial condition, results of operations, or prospects.

(ii) Corporate Power and Authority. The Company has full corporate power and authority to execute, deliver, and perform its obligations under this Warrant and to issue and sell the Warrant Shares upon exercise hereof. The execution, delivery, and performance of this Warrant and the issuance of the Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors.

(iii) Valid and Binding Obligation. This Warrant, when executed and delivered by the Company, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally and (B) applicable equitable principles (whether considered in a proceeding at law or in equity).

(iv) Valid Issuance of Warrant Shares. The Warrant Shares, when issued, sold, and delivered in accordance with the terms and for the consideration set forth in this Warrant, will be duly authorized, validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Warrant, under applicable state and federal securities laws, and under the Company's certificate of incorporation and bylaws.

(v) Reservation of Shares. The Company has duly reserved a sufficient number of authorized but unissued shares of Common Stock for issuance upon exercise of this Warrant.

(vi) No Conflicts. The execution, delivery, and performance of this Warrant by the Company, and the issuance of the Warrant Shares upon exercise hereof, do not and will not (A) conflict with or violate any provision of the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), or the Company's Amended and Restated Bylaws (the "Bylaws"), (B) conflict with or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under, any material agreement, contract, instrument, or obligation to which the Company is a party or by which its properties or assets are bound, including, without limitation, the Bridge Loan Agreement, the Security Agreement dated as of March 6, 2026 (the "Security Agreement"), the IP Security Agreement dated as of March 6, 2026 (the "IP Security Agreement"), the Intercreditor Agreement dated as of March 6, 2026 (the "Intercreditor Agreement"), or the existing equipment financing facility with Ridgeline Capital Partners LLC dated as of December 15, 2023 (the "Equipment Financing Agreement"), or (C) result in any violation of any law, statute, rule, regulation, order, judgment, or decree applicable to the Company or any of its properties or assets.

Section 3(b): Representations and Warranties of the Holder

The Holder hereby represents and warrants to the Company as of the Issue Date as follows:

(i) Investment Intent. The Holder is acquiring this Warrant and will acquire the Warrant Shares issuable upon exercise hereof for its own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws. The Holder does not presently have any agreement, plan, or understanding, directly or indirectly, with any Person to distribute or effect any distribution of this Warrant or the Warrant Shares.

(ii) Accredited Investor Status. The Holder is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company from time to time.

(iii) Experience and Sophistication. The Holder has sufficient knowledge and experience in financial, tax, and business matters, including investing in companies similar to the Company, to be capable of evaluating the merits and risks of an investment in this Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions of, and receive answers from, the Company's management concerning the Company's business, operations, financial condition, and prospects and the terms and conditions of this Warrant.

(iv) Restricted Securities. The Holder acknowledges and understands that this Warrant and the Warrant Shares have not been registered under the Securities Act or any state securities laws and are "restricted securities" within the meaning of Rule 144 under the Securities Act. The Holder acknowledges that this Warrant and the Warrant Shares may not be transferred except in compliance with Section 7 hereof.

(v) No General Solicitation. The Holder acknowledges that this Warrant was not offered to the Holder by means of any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

SECTION 4: ANTI-DILUTION ADJUSTMENTS

Section 4(a): Stock Splits, Dividends, and Combinations

If the Company shall at any time or from time to time during the Exercise Period effect a subdivision (stock split) of the outstanding shares of Common Stock into a greater number of shares, a consolidation or combination (reverse stock split) of the outstanding shares of Common Stock into a smaller number of shares, or issue additional shares of Common Stock by way of a stock dividend or other distribution on its Common Stock, then:

(i) in the case of a subdivision or stock dividend, the number of Warrant Shares issuable upon exercise of this Warrant immediately before such event shall be proportionately increased, and the Exercise Price shall be proportionately decreased, in each case by the ratio that the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately before such event; and

(ii) in the case of a combination or reverse stock split, the number of Warrant Shares issuable upon exercise of this Warrant immediately before such event shall be proportionately decreased, and the Exercise Price shall be proportionately increased, in each case by the ratio that the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately before such event.

Any adjustment pursuant to this Section 4(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such stock dividend or distribution, or immediately after the effective date of such subdivision, combination, or reclassification, as applicable.

Section 4(b): Reorganization, Merger, or Consolidation

If at any time during the Exercise Period there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification, stock dividend, or exchange of shares provided for elsewhere in this Section 4), or a merger, consolidation, or similar business combination of the Company with or into another corporation or entity, or the sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to another corporation or entity, then, as a condition of such reorganization, merger, consolidation, or transfer, lawful and adequate provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant the kind and number of shares of stock or other securities, cash, or other property that the Holder would have been entitled to receive had the Holder exercised this Warrant in full immediately prior to such reorganization, merger, consolidation, or transfer and had the Holder been treated as a holder of Common Stock for purposes of such transaction.

In any such case, the Company (or its successor entity) shall execute and deliver to the Holder a supplemental warrant agreement providing for adjustments which, for events subsequent to the effective date of such supplemental warrant agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4(b) shall similarly apply to successive reorganizations, mergers, consolidations, and transfers. The Company shall not effect any such reorganization, merger, consolidation, or transfer unless, prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such merger, consolidation, or reorganization, or the entity purchasing or otherwise acquiring such assets, shall have assumed by written instrument the obligations of the Company under this Warrant.

Section 4(c): Pro Rata Distributions

If the Company shall at any time during the Exercise Period declare or make any distribution to all holders of Common Stock (including any distribution of assets, securities, evidences of indebtedness, or rights or warrants to subscribe for or purchase any such securities) other than (I) a cash dividend or (II) a dividend or distribution of shares of Common Stock covered by Section 4(a) above, then, and in each such case, the Exercise Price in effect immediately prior to the record date for such distribution shall be adjusted to a price determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the Fair Market Value per share of Common Stock on such record date less the then fair market value (as determined in good faith by the Board) of the portion of the assets or securities so distributed applicable to one share of Common Stock, and the denominator of which shall be the Fair Market Value per share of Common Stock on such record date. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for such distribution.

Section 4(d): Weighted-Average Anti-Dilution (Broad-Based)

If the Company shall at any time during the Exercise Period issue or sell shares of Common Stock (or securities convertible into, exercisable for, or exchangeable for shares of Common Stock, collectively, "Common Stock Equivalents"), other than Excluded Issuances (as defined in Section 4(e) below), at a price per share (or having a conversion or exercise price per share) less than the Exercise Price then in effect (a "Dilutive Issuance"), then upon each such Dilutive Issuance, the Exercise Price shall be adjusted using the following broad-based weighted-average formula:

Adjusted EP = EP × (A + B) / (A + C)

Where:

EP = the Exercise Price in effect immediately prior to such Dilutive Issuance;

A = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such Dilutive Issuance (which, as of the Issue Date, is approximately 48,500,000 shares), including all shares of Common Stock issuable upon conversion of all outstanding preferred stock, all shares of Common Stock issuable upon exercise of all outstanding warrants (including this Warrant and the warrant issued to Cobalt Life Sciences Fund III, L.P.), and all shares of Common Stock issuable upon exercise of all outstanding options, but excluding any shares of Common Stock issuable upon exercise of securities issued in the Dilutive Issuance giving rise to the adjustment;

B = the number of shares of Common Stock that the aggregate consideration received or receivable by the Company for the total number of shares of Common Stock or Common Stock Equivalents so issued in the Dilutive Issuance would purchase at the Exercise Price in effect immediately prior to such issuance (i.e., aggregate consideration ÷ EP); and

C = the number of additional shares of Common Stock actually issued or sold (or issuable upon conversion or exercise of the Common Stock Equivalents so issued or sold) in such Dilutive Issuance.

Upon each adjustment of the Exercise Price pursuant to this Section 4(d), the number of Warrant Shares issuable upon exercise of this Warrant shall be correspondingly adjusted (increased) so that the aggregate Exercise Price payable for the total number of Warrant Shares issuable upon exercise of this Warrant shall remain unchanged. Specifically, the adjusted number of Warrant Shares shall equal the product of (x) the number of Warrant Shares immediately prior to such adjustment and (y) a fraction, the numerator of which is the Exercise Price immediately prior to such adjustment and the denominator of which is the adjusted Exercise Price.

For purposes of determining the consideration received by the Company upon the issuance of Common Stock or Common Stock Equivalents, (1) if the consideration is cash, the amount of cash received shall be the consideration; (2) if the consideration is other than cash, the consideration shall be the fair market value thereof as determined in good faith by the Board; and (3) if shares of Common Stock or Common Stock Equivalents are issued in connection with a merger, acquisition, or similar transaction, the consideration shall be deemed to be the fair market value of such shares or equivalents as determined in good faith by the Board.

Section 4(e): Excluded Issuances

Notwithstanding Section 4(d) above, the anti-dilution adjustments set forth in Section 4(d) shall not apply to any of the following issuances (collectively, "Excluded Issuances"):

(i) shares of Common Stock issued or issuable upon exercise of this Warrant or any other warrant issued pursuant to or in connection with the Loan Agreement, including, without limitation, the warrant issued to Cobalt Life Sciences Fund III, L.P. for the purchase of sixty-eight thousand eight hundred seven (68,807) shares of Common Stock;

(ii) shares of Common Stock (or options or restricted stock units to acquire shares of Common Stock) issued or issuable to directors, officers, employees, consultants, or advisors of the Company or any of its subsidiaries pursuant to any employee benefit plan, stock option plan, equity incentive plan, restricted stock plan, or similar compensatory arrangement duly approved by the Board (or a committee thereof), including, without limitation, the Company's 2021 Equity Incentive Plan and any successor plan thereto;

(iii) shares of Common Stock issued or issuable upon the conversion, exercise, or exchange of any shares of preferred stock, warrants, options, convertible notes, or other convertible securities of the Company outstanding as of the Issue Date, including, without limitation, shares of Common Stock issuable upon conversion of the Company's Series A Preferred Stock and Series B Preferred Stock at the applicable conversion price (including the Series B Preferred Stock at $2.18 per share);

(iv) shares of Common Stock issued or issuable in connection with any bona fide strategic transaction, including joint ventures, licensing arrangements, technology partnerships, collaboration agreements, manufacturing agreements, or marketing and distribution arrangements, in each case approved by the Board (or a committee thereof) and in which the primary purpose of such issuance is not raising equity capital; and

(v) shares of Common Stock issued or issuable upon exercise, conversion, or exchange of any securities issued or issuable pursuant to the foregoing clauses (i) through (iv).

Section 4(f): Certificate of Adjustment

Upon each adjustment of the Exercise Price, the number of Warrant Shares, or any other term of this Warrant pursuant to this Section 4, the Company shall promptly (and in any event within ten (10) business days following such adjustment) deliver to the Holder a certificate signed by the Chief Financial Officer (Robert Langford) or the Chief Executive Officer (Dr. Ananya Mehta) of the Company, setting forth in reasonable detail (i) the event giving rise to the adjustment, (ii) the adjusted Exercise Price and the adjusted number of Warrant Shares issuable upon exercise of this Warrant, (iii) the calculation methodology and computations made in arriving at such adjusted amounts, and (iv) the effective date of such adjustment. Any such certificate delivered pursuant to this Section 4(f) shall be conclusive and binding on the Company and the Holder, absent manifest error.

Section 4(g): No Impairment

The Company shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company under this Warrant, but shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Holder under this Warrant against impairment.

SECTION 5: NOTICES OF CORPORATE EVENTS

The Company shall provide the Holder with written notice at least fifteen (15) days prior to the occurrence of any of the following events:

(a) any record date established for the purpose of determining stockholders entitled to receive any dividend, distribution, or subscription rights, or for the purpose of determining stockholders entitled to vote at a meeting of stockholders (or to act by written consent in lieu thereof);

(b) any proposed merger, consolidation, reorganization, recapitalization, sale of all or substantially all of the Company's assets, dissolution, liquidation, or winding up of the Company;

(c) any proposed issuance of shares of Common Stock or Common Stock Equivalents (as defined in Section 4(d)) at a price per share (or having a conversion or exercise price per share) below the then-current Exercise Price, to the extent such issuance would trigger an adjustment under Section 4(d); and

(d) the closing of a Series C Equity Financing (or any other equity financing that constitutes a "Qualified Financing" under Section 6.01 of the Loan Agreement), including the per-share price and the aggregate gross proceeds of such financing.

Each such notice shall describe in reasonable detail the proposed transaction or event and, to the extent applicable, the anticipated record date, effective date, and material terms thereof. Failure by the Company to deliver any such notice within the time period specified herein shall not affect the validity of the underlying corporate action or transaction, but shall extend the Holder's Exercise Period by a number of days equal to the number of days of delay in the delivery of such notice beyond the required notice period.

SECTION 6: RESERVATION OF SHARES

The Company shall at all times during the Exercise Period reserve and keep available out of its authorized but unissued shares of Common Stock (or out of its treasury shares) a number of shares of Common Stock sufficient to provide for the full exercise of this Warrant. As of the Issue Date, the Company has reserved one hundred thirty-seven thousand six hundred fourteen (137,614) shares of Common Stock for issuance upon exercise of this Warrant, subject to adjustment in accordance with the terms hereof.

If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall be insufficient to permit the full exercise of this Warrant, the Company shall promptly take all corporate action necessary to increase the number of authorized shares of Common Stock to a number sufficient to permit the full exercise of this Warrant, including, without limitation, using its commercially reasonable efforts to obtain any necessary stockholder approval for such increase at the next annual or special meeting of stockholders (or by written consent in lieu thereof) following the date on which such insufficiency is first identified.

All shares of Common Stock so reserved shall, at all times, be free from preemptive rights, rights of first refusal, and similar contractual restrictions, and free from all taxes, liens, security interests, and charges with respect to issuance, other than restrictions on transfer under applicable securities laws and this Warrant.

SECTION 7: TRANSFER RESTRICTIONS AND LEGENDS

Section 7(a): Transfer Restrictions

This Warrant and the Warrant Shares may not be sold, assigned, pledged, hypothecated, encumbered, or otherwise transferred (each, a "Transfer") except as follows:

(i) pursuant to an effective registration statement under the Securities Act and in compliance with all applicable state securities laws;

(ii) pursuant to Rule 144 under the Securities Act, if available, provided that the Holder delivers to the Company such representations, certifications, and documentation as the Company may reasonably request to confirm the availability of Rule 144;

(iii) pursuant to another applicable exemption from registration under the Securities Act, including, without limitation, Section 4(a)(1), Section 4(a)(1½), or Rule 144A of the Securities Act, subject to compliance with applicable state securities laws;

(iv) to an affiliate of the Holder (as such term is defined in Rule 405 under the Securities Act), without the prior written consent of the Company, provided that such affiliate executes and delivers to the Company a written instrument in form and substance reasonably satisfactory to the Company, agreeing to be bound by the terms and conditions of this Warrant (including this Section 7) as though such affiliate were the original Holder hereunder; or

(v) to any other third party, with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed.

Prior to any Transfer of this Warrant or the Warrant Shares other than pursuant to clause (i) above, the Holder or proposed transferee shall deliver to the Company an opinion of counsel, reasonably satisfactory in form, substance, and scope to the Company and its counsel, that such Transfer is exempt from the registration requirements of the Securities Act and applicable state securities laws. The Company shall not require an opinion of counsel for any Transfer to an affiliate of the Holder pursuant to clause (iv) above, provided that the Holder delivers a certification of affiliate status in form reasonably satisfactory to the Company.

Section 7(b): Legend

Each certificate or book-entry statement representing this Warrant or the Warrant Shares shall bear the following restrictive legend (or a legend substantially similar thereto):

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER."

The Company shall remove (or cause its transfer agent to remove) the foregoing legend from any certificate or book-entry statement representing the Warrant Shares upon the earliest of the following:

(i) the effective registration of such Warrant Shares under the Securities Act pursuant to a registration statement filed by the Company;

(ii) the delivery to the Company of an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such legend is no longer required under applicable securities laws; or

(iii) the sale of such Warrant Shares pursuant to Rule 144 under the Securities Act (in which case the legend shall be removed from the certificate or book-entry statement delivered to the purchaser).

Section 7(c): Warrant Register

The Company shall maintain at its principal office (or at such other office as it may designate by written notice to the Holder) a register (the "Warrant Register") for this Warrant, in which the Company shall record the name, address, and warrant holdings of the Holder and each permitted transferee of this Warrant or any portion hereof.

Any Transfer of this Warrant shall be registered on the Warrant Register upon surrender of this Warrant to the Company at its principal office, accompanied by (i) a duly executed assignment form in substantially the form attached hereto as Exhibit B, (ii) evidence of compliance with the transfer restrictions set forth in Section 7(a) hereof, and (iii) payment of any applicable transfer taxes. Upon such surrender and compliance, the Company shall execute and deliver a new warrant or warrants of like tenor, registered in the name of the transferee, for the number of Warrant Shares so transferred.

SECTION 8: REGISTRATION RIGHTS

Section 8(a): Piggyback Registration Rights

If, at any time after the Issue Date, the Company proposes to file a registration statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any holder of its securities (other than a registration statement on Form S-4 or Form S-8 or any successor forms thereto, or a registration statement filed solely in connection with an exchange offer, a merger, or a transaction to which Rule 145 under the Securities Act applies), the Company shall give the Holder written notice of such proposed filing at least twenty (20) days before the anticipated filing date. Such notice shall describe in reasonable detail the proposed registration, including the number of shares to be registered, the intended method of distribution, and the managing underwriter(s), if any.

If the Holder delivers a written request to the Company within fifteen (15) days after receipt of such notice, requesting that the Warrant Shares (to the extent then issued or issuable upon exercise of this Warrant) be included in such registration, the Company shall include such Warrant Shares in the registration statement, subject to the following:

(i) Underwriter Cutback. If the managing underwriter(s) of any such offering advise the Company and the Holder in writing that the total number of shares proposed to be included in such registration exceeds the number of shares that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of such offering, the number of shares to be included in such registration shall be reduced as follows: (A) first, the securities of the Company proposed to be sold by the Company for its own account shall be included in full; (B) second, the shares requested to be included by holders exercising demand registration rights (if any) shall be included on a pro rata basis based on the total number of shares so requested; (C) third, the shares requested to be included by the Holder and any other holders exercising piggyback registration rights shall be included on a pro rata basis based on the total number of shares so requested; and (D) fourth, any remaining capacity shall be allocated to shares of directors, officers, and employees of the Company. For the avoidance of doubt, in any cutback, the Holder's shares shall be cut back pro rata with other holders exercising piggyback registration rights, but not before shares held by the Company's employees and directors.

(ii) Withdrawal. The Company may withdraw or abandon any proposed registration at any time before it becomes effective, without obligation to the Holder.

Section 8(b): Demand Registration (Limited)

At any time after the earlier of (i) two (2) years after the Issue Date (i.e., after March 6, 2028) and (ii) one hundred eighty (180) days after the effective date of the Company's initial public offering of Common Stock (an "IPO"), the Holder may make a written request to the Company (a "Demand Request") for one (1) registration under the Securities Act covering all or a portion of the Warrant Shares (to the extent then issued or issuable upon exercise of this Warrant). The Holder shall be entitled to exercise the right to make a Demand Request only once under this Section 8(b).

Upon receipt of a Demand Request, the Company shall:

(i) within ten (10) business days, give written notice of such Demand Request to all other holders of registrable securities of the Company (if any);

(ii) use commercially reasonable efforts to file a registration statement on an appropriate form (including Form S-1, Form S-3, or any successor form, as applicable) within ninety (90) days after receipt of the Demand Request; and

(iii) use commercially reasonable efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission as promptly as practicable and to maintain the effectiveness of such registration statement for a period of at least one hundred eighty (180) days (or until all Warrant Shares covered thereby have been sold, if earlier).

The Company shall bear all registration expenses incurred in connection with such demand registration, including, without limitation, all filing fees, printing expenses, fees and disbursements of the Company's counsel and auditors, listing fees, and all other costs and expenses incident to the preparation and filing of such registration statement. The Holder shall bear (A) underwriting discounts, selling commissions, and stock transfer taxes, if any, attributable to the sale of the Holder's Warrant Shares, and (B) the fees and disbursements of the Holder's own legal counsel.

The Company shall not be required to effect a demand registration (x) during the period beginning sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration statement, or (y) if the Company has already effected one (1) demand registration pursuant to this Section 8(b).

Section 8(c): Indemnification

(i) Indemnification by the Company. The Company shall indemnify, defend, and hold harmless the Holder, its affiliates, officers, directors, partners, members, managers, employees, agents, and representatives, and each Person who controls the Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (collectively, the "Holder Indemnitees"), from and against all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, or amendment or supplement thereto, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company's indemnification obligation shall not apply to the extent that any such loss, claim, damage, liability, cost, or expense arises out of or is based upon an untrue statement or omission made in reliance upon and in conformity with written information furnished by or on behalf of the Holder specifically for use in such registration statement or prospectus.

(ii) Indemnification by the Holder. The Holder shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and representatives, and each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (collectively, the "Company Indemnitees"), from and against all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, or amendment or supplement thereto, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of the Holder specifically for use in such registration statement or prospectus. The Holder's aggregate liability under this Section 8(c)(ii) shall not exceed the net proceeds actually received by the Holder from the sale of Warrant Shares pursuant to such registration statement.

(iii) Contribution. If the indemnification provided for in this Section 8(c) is unavailable or insufficient to hold harmless an indemnified party, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, liabilities, costs, and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.

SECTION 9: COVENANTS OF THE COMPANY

Section 9(a): Information Rights

For so long as this Warrant is outstanding and unexercised (in whole or in part), the Company shall provide the Holder with the following financial information and notices:

(i) Annual Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Company, annual consolidated financial statements of the Company, prepared in accordance with United States generally accepted accounting principles ("GAAP"), audited by a nationally or regionally recognized independent registered public accounting firm (which, as of the Issue Date, is Clearview & Associates LLP), including a balance sheet as of the end of such fiscal year, statements of income, comprehensive income, stockholders' equity, and cash flows for such fiscal year, and the notes thereto, together with the auditor's report thereon.

(ii) Quarterly Financial Statements. Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, unaudited consolidated financial statements of the Company, prepared in accordance with GAAP (subject to the absence of footnotes and normal year-end adjustments), including a balance sheet as of the end of such fiscal quarter and statements of income and cash flows for such fiscal quarter and for the year-to-date period then ended.

(iii) Material Adverse Change Notices. Prompt written notice (and in any event within five (5) business days) of any event or circumstance that constitutes or would reasonably be expected to constitute a material adverse change in the business, assets, properties, financial condition, results of operations, or prospects of the Company, including, without limitation, (A) the receipt of any notice of default under the Loan Agreement, the Equipment Financing Agreement, or any other material agreement, (B) the institution or threat of any material litigation, arbitration, or governmental investigation, (C) any material adverse regulatory development affecting the Company's product pipeline, and (D) any change in the Company's Chief Executive Officer, Chief Financial Officer, or Chief Scientific Officer.

The information rights set forth in this Section 9(a) are in addition to, and not in limitation or substitution of, any information rights to which the Holder may be entitled under the Loan Agreement, the Intercreditor Agreement, or any other agreement between the Company and the Holder.

All information delivered pursuant to this Section 9(a) shall be treated as confidential information of the Company. The Holder shall not disclose any such information to any Person except (A) to its affiliates, officers, directors, partners, members, managers, employees, agents, attorneys, accountants, and advisors who have a need to know such information and who are bound by confidentiality obligations no less restrictive than those set forth herein, (B) as required by applicable law, regulation, or legal process (provided that the Holder shall, to the extent legally permissible, give the Company prompt written notice of any such required disclosure and cooperate with the Company in seeking a protective order or other appropriate remedy), and (C) as may be consented to in writing by the Company.

Section 9(b): No Avoidance

The Company shall not take any action, and shall not permit any of its subsidiaries to take any action, that has the purpose or reasonably foreseeable effect of circumventing, impairing, or diminishing the rights of the Holder under this Warrant, including, without limitation, by (i) amending the Company's Certificate of Incorporation or Bylaws in a manner that would adversely affect the Holder's rights under this Warrant, (ii) entering into any agreement or arrangement that would prohibit or restrict the Company from performing its obligations under this Warrant, or (iii) taking any action designed to cause the Exercise Price to increase or the number of Warrant Shares to decrease other than in accordance with the adjustment provisions of Section 4.

SECTION 10: REPRESENTATIONS REGARDING CAPITALIZATION

As of the Issue Date, the Company represents and warrants to the Holder as follows:

(a) The Company's capitalization on a fully diluted basis (including all outstanding shares of Common Stock, all shares of Common Stock issuable upon conversion of all outstanding preferred stock, and all shares of Common Stock issuable upon exercise of all outstanding options, warrants, and other convertible securities) is approximately forty-eight million five hundred thousand (48,500,000) shares.

(b) The last price per share at which the Company issued preferred stock was Two Dollars and Eighteen Cents ($2.18) per share, in connection with the Company's Series B Preferred Stock financing, which closed in August 2024. Based on such price and the then-current fully diluted share count, the implied post-money valuation of the Company as of the Series B closing was approximately One Hundred Five Million Seven Hundred Thirty Thousand Dollars ($105,730,000).

(c) After giving effect to the issuance of this Warrant to the Holder (for 137,614 shares) and the warrant being issued concurrently herewith to Cobalt Life Sciences Fund III, L.P. (for 68,807 shares), the total number of Warrant Shares issuable under warrants issued in connection with the Loan Agreement is two hundred six thousand four hundred twenty-one (206,421).

(d) As of the Issue Date, the Company's existing indebtedness includes (i) Three Million Two Hundred Thousand Dollars ($3,200,000) outstanding under the equipment financing facility with Ridgeline Capital Partners LLC, which matures in December 2027, and (ii) upon funding, the Fifteen Million Dollar ($15,000,000) senior secured bridge loan facility under the Loan Agreement. The Company has no other material indebtedness for borrowed money.

(e) The Company has fourteen (14) issued United States patents and seven (7) pending Patent Cooperation Treaty (PCT) applications, all of which are assigned to the Company and are free and clear of any liens or encumbrances, other than the security interests granted to Pacific Fiduciary Services Inc. (as Collateral Agent) under the IP Security Agreement.

The Company acknowledges that the Holder is relying upon the foregoing representations in entering into the Loan Agreement and accepting this Warrant. The Company shall promptly notify the Holder of any material change in the foregoing capitalization information.

SECTION 11: LOSS, THEFT, OR DESTRUCTION

Upon receipt by the Company of (a) evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and (b) in the case of loss, theft, or destruction, an indemnity agreement and/or surety bond in form, substance, and amount reasonably satisfactory to the Company (or, in the case of mutilation, surrender and cancellation of this Warrant), the Company shall, at its expense, execute and deliver to the Holder a replacement Warrant of like tenor and date, representing the same rights represented by this Warrant. The Company shall not require the Holder to provide a surety bond if the Holder is the original Holder or an institutional investor with assets in excess of $50,000,000, in which case the Holder's indemnity agreement alone shall be sufficient.

SECTION 12: AMENDMENT AND WAIVER

No provision of this Warrant may be amended, modified, supplemented, or waived except by a written instrument signed by the Company and the Holder. Any amendment, modification, supplement, or waiver effected in accordance with this Section 12 shall be binding upon the Company, the Holder, and each future holder of this Warrant.

No waiver of any single breach or default hereunder shall be deemed a waiver of any other or subsequent breach or default. No delay or omission on the part of either party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

SECTION 13: GOVERNING LAW; JURISDICTION; VENUE

This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law provision, rule, or principle (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

Any action, suit, or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby shal

COMMON STOCK PURCHASE WARRANT
GENOME DX THERAPEUTICS INC.
Warrant to Purchase 137,614 Shares of Common Stock
Warrant No.: GDT-W-001 Date of Issuance: March 6, 2026
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.
VOID AFTER MARCH 6, 2036
RECITALS
WHEREAS, Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), with its principal office located at 450 Genome Way, Suite 300, South San Francisco, California 94080, is engaged in the discovery and development of novel therapeutics in the fields of genomic medicine and targeted gene therapy;
WHEREAS, Pinnacle Venture Lending Corp., a Delaware corporation (the "Holder"), with its principal office located at 2200 Sand Hill Road, Suite 400, Menlo Park, California 94025, is a specialty lending institution focused on providing debt capital solutions to life sciences and technology companies;
WHEREAS, the Company (as 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 (the "Loan Agreement"), pursuant to which the lenders thereunder have agreed to make available to the Company a senior secured bridge loan facility in an aggregate principal amount of Fifteen Million Dollars ($15,000,000);
WHEREAS, Pinnacle has committed Ten Million Dollars ($10,000,000) to the bridge loan facility under the Loan Agreement, representing two-thirds of the aggregate commitment amount;
WHEREAS, pursuant to Section 2.08 of the Loan Agreement, the Company has agreed to issue to each Lender a warrant to purchase shares of the Company's Common Stock in an amount equal to warrant coverage of three percent (3.00%) of each such Lender's commitment amount, divided by the Exercise Price;
WHEREAS, the warrant coverage value attributable to Pinnacle's commitment is calculated as 3.00% × $10,000,000 = $300,000, and $300,000 ÷ $2.18 per share = 137,614 shares (rounded down to the nearest whole share), where $2.18 per share represents the per-share price of the Company's Series B Preferred Stock issued in August 2024; and
WHEREAS, this Warrant is being issued as partial consideration for Pinnacle's commitment under the Loan Agreement and as an inducement for Pinnacle to enter into the Loan Agreement and to make the loans contemplated thereby.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company hereby certifies and agrees as follows:
SECTION 1: DEFINITIONS
As used in this Warrant, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
"Board" means the Board of Directors of the Company.
"Bridge Loan Agreement" or "Loan Agreement" means that certain Bridge Loan Agreement dated as of March 6, 2026, by and among the Company (as 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), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Common Stock" means the common stock, par value $0.0001 per share, of the Company, including any securities into which such common stock may hereafter be reclassified or changed.
"Company" means Genome Dx Therapeutics Inc., a Delaware corporation, and its successors and assigns.
"Exercise Period" means the period commencing on the Issue Date and ending on the Expiration Date.
"Exercise Price" means initially Two Dollars and Eighteen Cents ($2.18) per share, subject to adjustment pursuant to Section 2(b) and Section 4 hereof; provided that if a Series C Equity Financing occurs prior to the Expiration Date, the Exercise Price shall be automatically adjusted to the lesser of (a) Two Dollars and Eighteen Cents ($2.18) and (b) eighty percent (80%) of the per-share price paid by investors in such Series C Equity Financing. For the avoidance of doubt, all references in this Warrant to the "Exercise Price" shall mean the Exercise Price as so adjusted from time to time.
"Expiration Date" means March 6, 2036, the date that is ten (10) years after the Issue Date. If the Expiration Date falls on a day that is not a business day, the Expiration Date shall be the next succeeding business day.
"Holder" means Pinnacle Venture Lending Corp., a Delaware corporation, and its permitted successors and assigns in accordance with Section 7 hereof.
"Issue Date" means March 6, 2026.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, governmental authority, or any other entity of any kind or nature, including any association, estate, custodian, nominee, or any other individual or entity in its own or any representative capacity.
"Series B Price" means Two Dollars and Eighteen Cents ($2.18) per share, being the price per share of the Company's Series B Preferred Stock as set forth in that certain Series B Preferred Stock Purchase Agreement dated as of August 14, 2024, among the Company and the investors named therein.
"Series C Equity Financing" means a bona fide equity financing of the Company in which the Company issues and sells shares of its preferred stock (or other equity securities) to one or more investors and raises aggregate gross proceeds of at least Twenty Million Dollars ($20,000,000) (excluding the conversion of any outstanding indebtedness or other securities), as further described in Section 6.01 of the Loan Agreement.
"Warrant Shares" means the one hundred thirty-seven thousand six hundred fourteen (137,614) shares of Common Stock initially issuable upon exercise of this Warrant, as such number may be adjusted from time to time pursuant to the terms hereof.
SECTION 2: EXERCISE OF WARRANT
Section 2(a): Exercise Right
The Holder is entitled, subject to the terms and conditions set forth herein, at any time and from time to time during the Exercise Period, to purchase up to one hundred thirty-seven thousand six hundred fourteen (137,614) shares of Common Stock (as adjusted from time to time pursuant to Section 2(b) and Section 4 hereof) at the Exercise Price per share then in effect. This Warrant may be exercised in whole or in part at the election of the Holder.
To exercise this Warrant, the Holder shall deliver to the Company at its principal office (or such other office as the Company may designate in writing to the Holder) the following:
(i) this Warrant (or, if this Warrant has been lost, stolen, or destroyed, an affidavit of loss and an indemnity agreement in form and substance reasonably satisfactory to the Company, as contemplated by Section 11 hereof);
(ii) a duly completed and executed Exercise Notice in substantially the form attached hereto as Exhibit A; and
(iii) payment of the aggregate Exercise Price for the Warrant Shares being purchased.
Payment of the aggregate Exercise Price may be made by any of the following methods, or any combination thereof:
(x) wire transfer of immediately available funds in United States dollars to a bank account designated by the Company in writing to the Holder;
(y) certified or official bank check drawn on a United States banking institution and payable to the order of the Company; or
(z) any combination of the foregoing methods.
The date on which the Holder delivers all of the items specified in clauses (i), (ii), and (iii) above (or, in the case of a cashless exercise pursuant to Section 2(c), the items specified therein) shall be deemed the "Exercise Date."
Section 2(b): Exercise Price Adjustment upon Series C Equity Financing
If the Company consummates a Series C Equity Financing at any time during the Exercise Period, the Exercise Price shall be automatically adjusted (without any action by the Holder or delivery of any additional consideration) to equal the lesser of:
(a) Two Dollars and Eighteen Cents ($2.18) (the Series B Price); and
(b) eighty percent (80%) of the per-share price paid by investors in such Series C Equity Financing (determined on an as-converted-to-Common-Stock basis).
Such adjustment shall take effect as of the date of the initial closing of the Series C Equity Financing. The Company shall promptly, and in no event later than five (5) business days after the closing of such Series C Equity Financing, deliver written notice to the Holder of the adjusted Exercise Price, together with a reasonably detailed calculation thereof, including the per-share price of the Series C Equity Financing and the resulting determination under this Section 2(b).
By way of illustration and not limitation:
Example 1: If the Series C price per share is $2.89 (based on the anticipated pre-money valuation of approximately $140,000,000 and approximately 48,500,000 fully diluted shares), then 80% × $2.89 = $2.312. Because $2.18 is less than $2.312, the Exercise Price would remain at $2.18 per share.
Example 2: If the Series C price per share is $2.50, then 80% × $2.50 = $2.00. Because $2.00 is less than $2.18, the Exercise Price would be adjusted downward to $2.00 per share.
For the avoidance of doubt, the number of Warrant Shares shall not be adjusted as a result of any adjustment to the Exercise Price under this Section 2(b). Any further adjustments to the Exercise Price or the number of Warrant Shares as a result of the Series C Equity Financing shall be governed by Section 4 hereof.
Section 2(c): Cashless (Net) Exercise
In lieu of making a cash payment of the aggregate Exercise Price pursuant to Section 2(a), the Holder may elect, in its sole discretion, to exercise this Warrant in whole or in part on a cashless basis (a "Cashless Exercise"). To effect a Cashless Exercise, the Holder shall deliver to the Company (i) this Warrant (or the affidavit and indemnity described in Section 2(a)(i)) and (ii) a duly completed and executed Exercise Notice indicating that the Holder has elected a Cashless Exercise.
Upon a Cashless Exercise, the Company shall issue to the Holder a number of Warrant Shares (the "Net Shares") determined in accordance with the following formula:
Net Shares = (A × (B – C)) / B
Where:
A = the total number of Warrant Shares with respect to which this Warrant is being exercised;
B = the Fair Market Value (as defined below) per share of Common Stock on the Exercise Date; and
C = the Exercise Price per share then in effect.
If the calculation of Net Shares results in a negative number, the Holder shall not be required to make any payment to the Company, and no Warrant Shares shall be issuable upon such attempted exercise. In such event, this Warrant shall remain outstanding and exercisable in accordance with its terms.
As used herein, "Fair Market Value" means, as of any date of determination:
(i) if the Common Stock is then listed or quoted on a national securities exchange (including the Nasdaq Stock Market or the New York Stock Exchange), the closing sale price per share of Common Stock on such exchange on the trading day immediately preceding the Exercise Date, as reported by Crowne Albany Systems or, if not available, by such other authoritative source as the Company and the Holder shall mutually agree;
(ii) if the Common Stock is not then listed or quoted on a national securities exchange, the fair market value per share of Common Stock as determined in good faith by the Board, which determination shall take into account all relevant factors, including (without limitation) recent arm's-length transactions involving the Company's equity securities, the Company's financial condition and results of operations, the Company's prospects, the stage of development of the Company's product pipeline, comparable company valuations, and applicable discounts for illiquidity and minority interest;
provided that, if the Holder disputes the Board's determination of Fair Market Value under clause (ii) above, the Fair Market Value shall be determined by an independent appraiser mutually agreed upon by the Company and the Holder, whose determination shall be final and binding on both parties. The costs and expenses of such independent appraiser shall be borne equally by the Company and the Holder. If the Company and the Holder cannot agree on an independent appraiser within fifteen (15) days after the Holder delivers notice of its dispute, each party shall select one independent appraiser within five (5) business days thereafter, and the two appraisers so selected shall select a third independent appraiser, whose determination alone shall be final and binding. The costs of each party's selected appraiser shall be borne by such party, and the costs of the third appraiser shall be borne equally.
Section 2(d): Partial Exercise
If this Warrant is exercised in part, the Company shall, at the time of delivery of the Warrant Shares to the Holder upon such partial exercise, execute and deliver to the Holder a new warrant of like tenor, dated the date hereof, evidencing the right to purchase the remaining balance of the Warrant Shares not yet exercised under this Warrant, which new warrant shall in all other respects be identical to this Warrant. Such new warrant shall be issued without charge to the Holder.
No fractional shares of Common Stock shall be issued upon any exercise of this Warrant. In lieu of issuing any fractional share to which the Holder would otherwise be entitled, the Company shall pay to the Holder, in cash, an amount equal to the product of (x) such fractional share and (y) the Fair Market Value per share of Common Stock on the Exercise Date.
Section 2(e): Issuance of Shares; Delivery
Upon the valid exercise of this Warrant in accordance with this Section 2, the Company shall, as promptly as practicable and in any event within five (5) business days following the Exercise Date, issue and deliver (or cause to be delivered) to the Holder (or to the Holder's designee, as specified in the Exercise Notice) a stock certificate or certificates, or, at the Company's election, a book-entry statement or statements issued by the Company's transfer agent, representing the number of Warrant Shares to which the Holder is entitled.
All Warrant Shares issued upon the exercise of this Warrant shall be validly issued, fully paid, and nonassessable, and shall be free and clear of all taxes, liens, security interests, charges, and encumbrances with respect to the issuance thereof (other than taxes imposed on the income or gains of the Holder and other than restrictions on transfer imposed under applicable securities laws or under this Warrant). The Company shall pay all documentary, stamp, and transfer taxes, if any, attributable to the issuance of the Warrant Shares upon exercise of this Warrant.
The Company covenants that it shall at all times during the Exercise Period reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, a number of shares of Common Stock equal to or greater than the number of Warrant Shares then issuable upon full exercise of this Warrant (after giving effect to all adjustments pursuant to Section 2(b) and Section 4). The Company covenants that all shares of Common Stock so reserved shall, when issued upon exercise of this Warrant in accordance with the terms hereof, be duly authorized, validly issued, fully paid, and nonassessable and free from all preemptive or similar rights.
Section 2(f): No Stockholder Rights Prior to Exercise
This Warrant shall not entitle the Holder to any voting rights, dividend rights, or other rights as a stockholder of the Company until the Warrant Shares have been duly issued to the Holder upon proper exercise of this Warrant. Without limiting the generality of the foregoing, no provision of this Warrant, on the one hand, and no mere exercise, holding, or possession of this Warrant, on the other hand, shall be construed as conferring upon the Holder the right to vote, give or withhold consent to any corporate action, receive dividends or subscription rights, or receive notice of meetings of stockholders.
Notwithstanding the foregoing, the Holder shall be entitled to receive notices of certain corporate events as set forth in Section 5 hereof, and nothing in this Section 2(f) shall limit or diminish the Holder's contractual rights under this Warrant.
SECTION 3: REPRESENTATIONS AND WARRANTIES
Section 3(a): Representations and Warranties of the Company
The Company hereby represents and warrants to the Holder as of the Issue Date as follows:
(i) Organization and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the State of California and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company's business, financial condition, results of operations, or prospects.
(ii) Corporate Power and Authority. The Company has full corporate power and authority to execute, deliver, and perform its obligations under this Warrant and to issue and sell the Warrant Shares upon exercise hereof. The execution, delivery, and performance of this Warrant and the issuance of the Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors.
(iii) Valid and Binding Obligation. This Warrant, when executed and delivered by the Company, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally and (B) applicable equitable principles (whether considered in a proceeding at law or in equity).
(iv) Valid Issuance of Warrant Shares. The Warrant Shares, when issued, sold, and delivered in accordance with the terms and for the consideration set forth in this Warrant, will be duly authorized, validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Warrant, under applicable state and federal securities laws, and under the Company's certificate of incorporation and bylaws.
(v) Reservation of Shares. The Company has duly reserved a sufficient number of authorized but unissued shares of Common Stock for issuance upon exercise of this Warrant.
(vi) No Conflicts. The execution, delivery, and performance of this Warrant by the Company, and the issuance of the Warrant Shares upon exercise hereof, do not and will not (A) conflict with or violate any provision of the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), or the Company's Amended and Restated Bylaws (the "Bylaws"), (B) conflict with or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under, any material agreement, contract, instrument, or obligation to which the Company is a party or by which its properties or assets are bound, including, without limitation, the Bridge Loan Agreement, the Security Agreement dated as of March 6, 2026 (the "Security Agreement"), the IP Security Agreement dated as of March 6, 2026 (the "IP Security Agreement"), the Intercreditor Agreement dated as of March 6, 2026 (the "Intercreditor Agreement"), or the existing equipment financing facility with Ridgeline Capital Partners LLC dated as of December 15, 2023 (the "Equipment Financing Agreement"), or (C) result in any violation of any law, statute, rule, regulation, order, judgment, or decree applicable to the Company or any of its properties or assets.
Section 3(b): Representations and Warranties of the Holder
The Holder hereby represents and warrants to the Company as of the Issue Date as follows:
(i) Investment Intent. The Holder is acquiring this Warrant and will acquire the Warrant Shares issuable upon exercise hereof for its own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws. The Holder does not presently have any agreement, plan, or understanding, directly or indirectly, with any Person to distribute or effect any distribution of this Warrant or the Warrant Shares.
(ii) Accredited Investor Status. The Holder is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company from time to time.
(iii) Experience and Sophistication. The Holder has sufficient knowledge and experience in financial, tax, and business matters, including investing in companies similar to the Company, to be capable of evaluating the merits and risks of an investment in this Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions of, and receive answers from, the Company's management concerning the Company's business, operations, financial condition, and prospects and the terms and conditions of this Warrant.
(iv) Restricted Securities. The Holder acknowledges and understands that this Warrant and the Warrant Shares have not been registered under the Securities Act or any state securities laws and are "restricted securities" within the meaning of Rule 144 under the Securities Act. The Holder acknowledges that this Warrant and the Warrant Shares may not be transferred except in compliance with Section 7 hereof.
(v) No General Solicitation. The Holder acknowledges that this Warrant was not offered to the Holder by means of any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general solicitation or general advertising.
SECTION 4: ANTI-DILUTION ADJUSTMENTS
Section 4(a): Stock Splits, Dividends, and Combinations
If the Company shall at any time or from time to time during the Exercise Period effect a subdivision (stock split) of the outstanding shares of Common Stock into a greater number of shares, a consolidation or combination (reverse stock split) of the outstanding shares of Common Stock into a smaller number of shares, or issue additional shares of Common Stock by way of a stock dividend or other distribution on its Common Stock, then:
(i) in the case of a subdivision or stock dividend, the number of Warrant Shares issuable upon exercise of this Warrant immediately before such event shall be proportionately increased, and the Exercise Price shall be proportionately decreased, in each case by the ratio that the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately before such event; and
(ii) in the case of a combination or reverse stock split, the number of Warrant Shares issuable upon exercise of this Warrant immediately before such event shall be proportionately decreased, and the Exercise Price shall be proportionately increased, in each case by the ratio that the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately before such event.
Any adjustment pursuant to this Section 4(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such stock dividend or distribution, or immediately after the effective date of such subdivision, combination, or reclassification, as applicable.
Section 4(b): Reorganization, Merger, or Consolidation
If at any time during the Exercise Period there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification, stock dividend, or exchange of shares provided for elsewhere in this Section 4), or a merger, consolidation, or similar business combination of the Company with or into another corporation or entity, or the sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to another corporation or entity, then, as a condition of such reorganization, merger, consolidation, or transfer, lawful and adequate provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant the kind and number of shares of stock or other securities, cash, or other property that the Holder would have been entitled to receive had the Holder exercised this Warrant in full immediately prior to such reorganization, merger, consolidation, or transfer and had the Holder been treated as a holder of Common Stock for purposes of such transaction.
In any such case, the Company (or its successor entity) shall execute and deliver to the Holder a supplemental warrant agreement providing for adjustments which, for events subsequent to the effective date of such supplemental warrant agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4(b) shall similarly apply to successive reorganizations, mergers, consolidations, and transfers. The Company shall not effect any such reorganization, merger, consolidation, or transfer unless, prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such merger, consolidation, or reorganization, or the entity purchasing or otherwise acquiring such assets, shall have assumed by written instrument the obligations of the Company under this Warrant.
Section 4(c): Pro Rata Distributions
If the Company shall at any time during the Exercise Period declare or make any distribution to all holders of Common Stock (including any distribution of assets, securities, evidences of indebtedness, or rights or warrants to subscribe for or purchase any such securities) other than (I) a cash dividend or (II) a dividend or distribution of shares of Common Stock covered by Section 4(a) above, then, and in each such case, the Exercise Price in effect immediately prior to the record date for such distribution shall be adjusted to a price determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the Fair Market Value per share of Common Stock on such record date less the then fair market value (as determined in good faith by the Board) of the portion of the assets or securities so distributed applicable to one share of Common Stock, and the denominator of which shall be the Fair Market Value per share of Common Stock on such record date. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for such distribution.
Section 4(d): Weighted-Average Anti-Dilution (Broad-Based)
If the Company shall at any time during the Exercise Period issue or sell shares of Common Stock (or securities convertible into, exercisable for, or exchangeable for shares of Common Stock, collectively, "Common Stock Equivalents"), other than Excluded Issuances (as defined in Section 4(e) below), at a price per share (or having a conversion or exercise price per share) less than the Exercise Price then in effect (a "Dilutive Issuance"), then upon each such Dilutive Issuance, the Exercise Price shall be adjusted using the following broad-based weighted-average formula:
Adjusted EP = EP × (A + B) / (A + C)
Where:
EP = the Exercise Price in effect immediately prior to such Dilutive Issuance;
A = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such Dilutive Issuance (which, as of the Issue Date, is approximately 48,500,000 shares), including all shares of Common Stock issuable upon conversion of all outstanding preferred stock, all shares of Common Stock issuable upon exercise of all outstanding warrants (including this Warrant and the warrant issued to Cobalt Life Sciences Fund III, L.P.), and all shares of Common Stock issuable upon exercise of all outstanding options, but excluding any shares of Common Stock issuable upon exercise of securities issued in the Dilutive Issuance giving rise to the adjustment;
B = the number of shares of Common Stock that the aggregate consideration received or receivable by the Company for the total number of shares of Common Stock or Common Stock Equivalents so issued in the Dilutive Issuance would purchase at the Exercise Price in effect immediately prior to such issuance (i.e., aggregate consideration ÷ EP); and
C = the number of additional shares of Common Stock actually issued or sold (or issuable upon conversion or exercise of the Common Stock Equivalents so issued or sold) in such Dilutive Issuance.
Upon each adjustment of the Exercise Price pursuant to this Section 4(d), the number of Warrant Shares issuable upon exercise of this Warrant shall be correspondingly adjusted (increased) so that the aggregate Exercise Price payable for the total number of Warrant Shares issuable upon exercise of this Warrant shall remain unchanged. Specifically, the adjusted number of Warrant Shares shall equal the product of (x) the number of Warrant Shares immediately prior to such adjustment and (y) a fraction, the numerator of which is the Exercise Price immediately prior to such adjustment and the denominator of which is the adjusted Exercise Price.
For purposes of determining the consideration received by the Company upon the issuance of Common Stock or Common Stock Equivalents, (1) if the consideration is cash, the amount of cash received shall be the consideration; (2) if the consideration is other than cash, the consideration shall be the fair market value thereof as determined in good faith by the Board; and (3) if shares of Common Stock or Common Stock Equivalents are issued in connection with a merger, acquisition, or similar transaction, the consideration shall be deemed to be the fair market value of such shares or equivalents as determined in good faith by the Board.
Section 4(e): Excluded Issuances
Notwithstanding Section 4(d) above, the anti-dilution adjustments set forth in Section 4(d) shall not apply to any of the following issuances (collectively, "Excluded Issuances"):
(i) shares of Common Stock issued or issuable upon exercise of this Warrant or any other warrant issued pursuant to or in connection with the Loan Agreement, including, without limitation, the warrant issued to Cobalt Life Sciences Fund III, L.P. for the purchase of sixty-eight thousand eight hundred seven (68,807) shares of Common Stock;
(ii) shares of Common Stock (or options or restricted stock units to acquire shares of Common Stock) issued or issuable to directors, officers, employees, consultants, or advisors of the Company or any of its subsidiaries pursuant to any employee benefit plan, stock option plan, equity incentive plan, restricted stock plan, or similar compensatory arrangement duly approved by the Board (or a committee thereof), including, without limitation, the Company's 2021 Equity Incentive Plan and any successor plan thereto;
(iii) shares of Common Stock issued or issuable upon the conversion, exercise, or exchange of any shares of preferred stock, warrants, options, convertible notes, or other convertible securities of the Company outstanding as of the Issue Date, including, without limitation, shares of Common Stock issuable upon conversion of the Company's Series A Preferred Stock and Series B Preferred Stock at the applicable conversion price (including the Series B Preferred Stock at $2.18 per share);
(iv) shares of Common Stock issued or issuable in connection with any bona fide strategic transaction, including joint ventures, licensing arrangements, technology partnerships, collaboration agreements, manufacturing agreements, or marketing and distribution arrangements, in each case approved by the Board (or a committee thereof) and in which the primary purpose of such issuance is not raising equity capital; and
(v) shares of Common Stock issued or issuable upon exercise, conversion, or exchange of any securities issued or issuable pursuant to the foregoing clauses (i) through (iv).
Section 4(f): Certificate of Adjustment
Upon each adjustment of the Exercise Price, the number of Warrant Shares, or any other term of this Warrant pursuant to this Section 4, the Company shall promptly (and in any event within ten (10) business days following such adjustment) deliver to the Holder a certificate signed by the Chief Financial Officer (Robert Langford) or the Chief Executive Officer (Dr. Ananya Mehta) of the Company, setting forth in reasonable detail (i) the event giving rise to the adjustment, (ii) the adjusted Exercise Price and the adjusted number of Warrant Shares issuable upon exercise of this Warrant, (iii) the calculation methodology and computations made in arriving at such adjusted amounts, and (iv) the effective date of such adjustment. Any such certificate delivered pursuant to this Section 4(f) shall be conclusive and binding on the Company and the Holder, absent manifest error.
Section 4(g): No Impairment
The Company shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company under this Warrant, but shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Holder under this Warrant against impairment.
SECTION 5: NOTICES OF CORPORATE EVENTS
The Company shall provide the Holder with written notice at least fifteen (15) days prior to the occurrence of any of the following events:
(a) any record date established for the purpose of determining stockholders entitled to receive any dividend, distribution, or subscription rights, or for the purpose of determining stockholders entitled to vote at a meeting of stockholders (or to act by written consent in lieu thereof);
(b) any proposed merger, consolidation, reorganization, recapitalization, sale of all or substantially all of the Company's assets, dissolution, liquidation, or winding up of the Company;
(c) any proposed issuance of shares of Common Stock or Common Stock Equivalents (as defined in Section 4(d)) at a price per share (or having a conversion or exercise price per share) below the then-current Exercise Price, to the extent such issuance would trigger an adjustment under Section 4(d); and
(d) the closing of a Series C Equity Financing (or any other equity financing that constitutes a "Qualified Financing" under Section 6.01 of the Loan Agreement), including the per-share price and the aggregate gross proceeds of such financing.
Each such notice shall describe in reasonable detail the proposed transaction or event and, to the extent applicable, the anticipated record date, effective date, and material terms thereof. Failure by the Company to deliver any such notice within the time period specified herein shall not affect the validity of the underlying corporate action or transaction, but shall extend the Holder's Exercise Period by a number of days equal to the number of days of delay in the delivery of such notice beyond the required notice period.
SECTION 6: RESERVATION OF SHARES
The Company shall at all times during the Exercise Period reserve and keep available out of its authorized but unissued shares of Common Stock (or out of its treasury shares) a number of shares of Common Stock sufficient to provide for the full exercise of this Warrant. As of the Issue Date, the Company has reserved one hundred thirty-seven thousand six hundred fourteen (137,614) shares of Common Stock for issuance upon exercise of this Warrant, subject to adjustment in accordance with the terms hereof.
If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall be insufficient to permit the full exercise of this Warrant, the Company shall promptly take all corporate action necessary to increase the number of authorized shares of Common Stock to a number sufficient to permit the full exercise of this Warrant, including, without limitation, using its commercially reasonable efforts to obtain any necessary stockholder approval for such increase at the next annual or special meeting of stockholders (or by written consent in lieu thereof) following the date on which such insufficiency is first identified.
All shares of Common Stock so reserved shall, at all times, be free from preemptive rights, rights of first refusal, and similar contractual restrictions, and free from all taxes, liens, security interests, and charges with respect to issuance, other than restrictions on transfer under applicable securities laws and this Warrant.
SECTION 7: TRANSFER RESTRICTIONS AND LEGENDS
Section 7(a): Transfer Restrictions
This Warrant and the Warrant Shares may not be sold, assigned, pledged, hypothecated, encumbered, or otherwise transferred (each, a "Transfer") except as follows:
(i) pursuant to an effective registration statement under the Securities Act and in compliance with all applicable state securities laws;
(ii) pursuant to Rule 144 under the Securities Act, if available, provided that the Holder delivers to the Company such representations, certifications, and documentation as the Company may reasonably request to confirm the availability of Rule 144;
(iii) pursuant to another applicable exemption from registration under the Securities Act, including, without limitation, Section 4(a)(1), Section 4(a)(1½), or Rule 144A of the Securities Act, subject to compliance with applicable state securities laws;
(iv) to an affiliate of the Holder (as such term is defined in Rule 405 under the Securities Act), without the prior written consent of the Company, provided that such affiliate executes and delivers to the Company a written instrument in form and substance reasonably satisfactory to the Company, agreeing to be bound by the terms and conditions of this Warrant (including this Section 7) as though such affiliate were the original Holder hereunder; or
(v) to any other third party, with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed.
Prior to any Transfer of this Warrant or the Warrant Shares other than pursuant to clause (i) above, the Holder or proposed transferee shall deliver to the Company an opinion of counsel, reasonably satisfactory in form, substance, and scope to the Company and its counsel, that such Transfer is exempt from the registration requirements of the Securities Act and applicable state securities laws. The Company shall not require an opinion of counsel for any Transfer to an affiliate of the Holder pursuant to clause (iv) above, provided that the Holder delivers a certification of affiliate status in form reasonably satisfactory to the Company.
Section 7(b): Legend
Each certificate or book-entry statement representing this Warrant or the Warrant Shares shall bear the following restrictive legend (or a legend substantially similar thereto):
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER."
The Company shall remove (or cause its transfer agent to remove) the foregoing legend from any certificate or book-entry statement representing the Warrant Shares upon the earliest of the following:
(i) the effective registration of such Warrant Shares under the Securities Act pursuant to a registration statement filed by the Company;
(ii) the delivery to the Company of an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such legend is no longer required under applicable securities laws; or
(iii) the sale of such Warrant Shares pursuant to Rule 144 under the Securities Act (in which case the legend shall be removed from the certificate or book-entry statement delivered to the purchaser).
Section 7(c): Warrant Register
The Company shall maintain at its principal office (or at such other office as it may designate by written notice to the Holder) a register (the "Warrant Register") for this Warrant, in which the Company shall record the name, address, and warrant holdings of the Holder and each permitted transferee of this Warrant or any portion hereof.
Any Transfer of this Warrant shall be registered on the Warrant Register upon surrender of this Warrant to the Company at its principal office, accompanied by (i) a duly executed assignment form in substantially the form attached hereto as Exhibit B, (ii) evidence of compliance with the transfer restrictions set forth in Section 7(a) hereof, and (iii) payment of any applicable transfer taxes. Upon such surrender and compliance, the Company shall execute and deliver a new warrant or warrants of like tenor, registered in the name of the transferee, for the number of Warrant Shares so transferred.
SECTION 8: REGISTRATION RIGHTS
Section 8(a): Piggyback Registration Rights
If, at any time after the Issue Date, the Company proposes to file a registration statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any holder of its securities (other than a registration statement on Form S-4 or Form S-8 or any successor forms thereto, or a registration statement filed solely in connection with an exchange offer, a merger, or a transaction to which Rule 145 under the Securities Act applies), the Company shall give the Holder written notice of such proposed filing at least twenty (20) days before the anticipated filing date. Such notice shall describe in reasonable detail the proposed registration, including the number of shares to be registered, the intended method of distribution, and the managing underwriter(s), if any.
If the Holder delivers a written request to the Company within fifteen (15) days after receipt of such notice, requesting that the Warrant Shares (to the extent then issued or issuable upon exercise of this Warrant) be included in such registration, the Company shall include such Warrant Shares in the registration statement, subject to the following:
(i) Underwriter Cutback. If the managing underwriter(s) of any such offering advise the Company and the Holder in writing that the total number of shares proposed to be included in such registration exceeds the number of shares that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of such offering, the number of shares to be included in such registration shall be reduced as follows: (A) first, the securities of the Company proposed to be sold by the Company for its own account shall be included in full; (B) second, the shares requested to be included by holders exercising demand registration rights (if any) shall be included on a pro rata basis based on the total number of shares so requested; (C) third, the shares requested to be included by the Holder and any other holders exercising piggyback registration rights shall be included on a pro rata basis based on the total number of shares so requested; and (D) fourth, any remaining capacity shall be allocated to shares of directors, officers, and employees of the Company. For the avoidance of doubt, in any cutback, the Holder's shares shall be cut back pro rata with other holders exercising piggyback registration rights, but not before shares held by the Company's employees and directors.
(ii) Withdrawal. The Company may withdraw or abandon any proposed registration at any time before it becomes effective, without obligation to the Holder.
Section 8(b): Demand Registration (Limited)
At any time after the earlier of (i) two (2) years after the Issue Date (i.e., after March 6, 2028) and (ii) one hundred eighty (180) days after the effective date of the Company's initial public offering of Common Stock (an "IPO"), the Holder may make a written request to the Company (a "Demand Request") for one (1) registration under the Securities Act covering all or a portion of the Warrant Shares (to the extent then issued or issuable upon exercise of this Warrant). The Holder shall be entitled to exercise the right to make a Demand Request only once under this Section 8(b).
Upon receipt of a Demand Request, the Company shall:
(i) within ten (10) business days, give written notice of such Demand Request to all other holders of registrable securities of the Company (if any);
(ii) use commercially reasonable efforts to file a registration statement on an appropriate form (including Form S-1, Form S-3, or any successor form, as applicable) within ninety (90) days after receipt of the Demand Request; and
(iii) use commercially reasonable efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission as promptly as practicable and to maintain the effectiveness of such registration statement for a period of at least one hundred eighty (180) days (or until all Warrant Shares covered thereby have been sold, if earlier).
The Company shall bear all registration expenses incurred in connection with such demand registration, including, without limitation, all filing fees, printing expenses, fees and disbursements of the Company's counsel and auditors, listing fees, and all other costs and expenses incident to the preparation and filing of such registration statement. The Holder shall bear (A) underwriting discounts, selling commissions, and stock transfer taxes, if any, attributable to the sale of the Holder's Warrant Shares, and (B) the fees and disbursements of the Holder's own legal counsel.
The Company shall not be required to effect a demand registration (x) during the period beginning sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration statement, or (y) if the Company has already effected one (1) demand registration pursuant to this Section 8(b).
Section 8(c): Indemnification
(i) Indemnification by the Company. The Company shall indemnify, defend, and hold harmless the Holder, its affiliates, officers, directors, partners, members, managers, employees, agents, and representatives, and each Person who controls the Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (collectively, the "Holder Indemnitees"), from and against all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, or amendment or supplement thereto, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company's indemnification obligation shall not apply to the extent that any such loss, claim, damage, liability, cost, or expense arises out of or is based upon an untrue statement or omission made in reliance upon and in conformity with written information furnished by or on behalf of the Holder specifically for use in such registration statement or prospectus.
(ii) Indemnification by the Holder. The Holder shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and representatives, and each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (collectively, the "Company Indemnitees"), from and against all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, or amendment or supplement thereto, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of the Holder specifically for use in such registration statement or prospectus. The Holder's aggregate liability under this Section 8(c)(ii) shall not exceed the net proceeds actually received by the Holder from the sale of Warrant Shares pursuant to such registration statement.
(iii) Contribution. If the indemnification provided for in this Section 8(c) is unavailable or insufficient to hold harmless an indemnified party, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, liabilities, costs, and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.
SECTION 9: COVENANTS OF THE COMPANY
Section 9(a): Information Rights
For so long as this Warrant is outstanding and unexercised (in whole or in part), the Company shall provide the Holder with the following financial information and notices:
(i) Annual Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Company, annual consolidated financial statements of the Company, prepared in accordance with United States generally accepted accounting principles ("GAAP"), audited by a nationally or regionally recognized independent registered public accounting firm (which, as of the Issue Date, is Clearview & Associates LLP), including a balance sheet as of the end of such fiscal year, statements of income, comprehensive income, stockholders' equity, and cash flows for such fiscal year, and the notes thereto, together with the auditor's report thereon.
(ii) Quarterly Financial Statements. Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, unaudited consolidated financial statements of the Company, prepared in accordance with GAAP (subject to the absence of footnotes and normal year-end adjustments), including a balance sheet as of the end of such fiscal quarter and statements of income and cash flows for such fiscal quarter and for the year-to-date period then ended.
(iii) Material Adverse Change Notices. Prompt written notice (and in any event within five (5) business days) of any event or circumstance that constitutes or would reasonably be expected to constitute a material adverse change in the business, assets, properties, financial condition, results of operations, or prospects of the Company, including, without limitation, (A) the receipt of any notice of default under the Loan Agreement, the Equipment Financing Agreement, or any other material agreement, (B) the institution or threat of any material litigation, arbitration, or governmental investigation, (C) any material adverse regulatory development affecting the Company's product pipeline, and (D) any change in the Company's Chief Executive Officer, Chief Financial Officer, or Chief Scientific Officer.
The information rights set forth in this Section 9(a) are in addition to, and not in limitation or substitution of, any information rights to which the Holder may be entitled under the Loan Agreement, the Intercreditor Agreement, or any other agreement between the Company and the Holder.
All information delivered pursuant to this Section 9(a) shall be treated as confidential information of the Company. The Holder shall not disclose any such information to any Person except (A) to its affiliates, officers, directors, partners, members, managers, employees, agents, attorneys, accountants, and advisors who have a need to know such information and who are bound by confidentiality obligations no less restrictive than those set forth herein, (B) as required by applicable law, regulation, or legal process (provided that the Holder shall, to the extent legally permissible, give the Company prompt written notice of any such required disclosure and cooperate with the Company in seeking a protective order or other appropriate remedy), and (C) as may be consented to in writing by the Company.
Section 9(b): No Avoidance
The Company shall not take any action, and shall not permit any of its subsidiaries to take any action, that has the purpose or reasonably foreseeable effect of circumventing, impairing, or diminishing the rights of the Holder under this Warrant, including, without limitation, by (i) amending the Company's Certificate of Incorporation or Bylaws in a manner that would adversely affect the Holder's rights under this Warrant, (ii) entering into any agreement or arrangement that would prohibit or restrict the Company from performing its obligations under this Warrant, or (iii) taking any action designed to cause the Exercise Price to increase or the number of Warrant Shares to decrease other than in accordance with the adjustment provisions of Section 4.
SECTION 10: REPRESENTATIONS REGARDING CAPITALIZATION
As of the Issue Date, the Company represents and warrants to the Holder as follows:
(a) The Company's capitalization on a fully diluted basis (including all outstanding shares of Common Stock, all shares of Common Stock issuable upon conversion of all outstanding preferred stock, and all shares of Common Stock issuable upon exercise of all outstanding options, warrants, and other convertible securities) is approximately forty-eight million five hundred thousand (48,500,000) shares.
(b) The last price per share at which the Company issued preferred stock was Two Dollars and Eighteen Cents ($2.18) per share, in connection with the Company's Series B Preferred Stock financing, which closed in August 2024. Based on such price and the then-current fully diluted share count, the implied post-money valuation of the Company as of the Series B closing was approximately One Hundred Five Million Seven Hundred Thirty Thousand Dollars ($105,730,000).
(c) After giving effect to the issuance of this Warrant to the Holder (for 137,614 shares) and the warrant being issued concurrently herewith to Cobalt Life Sciences Fund III, L.P. (for 68,807 shares), the total number of Warrant Shares issuable under warrants issued in connection with the Loan Agreement is two hundred six thousand four hundred twenty-one (206,421).
(d) As of the Issue Date, the Company's existing indebtedness includes (i) Three Million Two Hundred Thousand Dollars ($3,200,000) outstanding under the equipment financing facility with Ridgeline Capital Partners LLC, which matures in December 2027, and (ii) upon funding, the Fifteen Million Dollar ($15,000,000) senior secured bridge loan facility under the Loan Agreement. The Company has no other material indebtedness for borrowed money.
(e) The Company has fourteen (14) issued United States patents and seven (7) pending Patent Cooperation Treaty (PCT) applications, all of which are assigned to the Company and are free and clear of any liens or encumbrances, other than the security interests granted to Pacific Fiduciary Services Inc. (as Collateral Agent) under the IP Security Agreement.
The Company acknowledges that the Holder is relying upon the foregoing representations in entering into the Loan Agreement and accepting this Warrant. The Company shall promptly notify the Holder of any material change in the foregoing capitalization information.
SECTION 11: LOSS, THEFT, OR DESTRUCTION
Upon receipt by the Company of (a) evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and (b) in the case of loss, theft, or destruction, an indemnity agreement and/or surety bond in form, substance, and amount reasonably satisfactory to the Company (or, in the case of mutilation, surrender and cancellation of this Warrant), the Company shall, at its expense, execute and deliver to the Holder a replacement Warrant of like tenor and date, representing the same rights represented by this Warrant. The Company shall not require the Holder to provide a surety bond if the Holder is the original Holder or an institutional investor with assets in excess of $50,000,000, in which case the Holder's indemnity agreement alone shall be sufficient.
SECTION 12: AMENDMENT AND WAIVER
No provision of this Warrant may be amended, modified, supplemented, or waived except by a written instrument signed by the Company and the Holder. Any amendment, modification, supplement, or waiver effected in accordance with this Section 12 shall be binding upon the Company, the Holder, and each future holder of this Warrant.
No waiver of any single breach or default hereunder shall be deemed a waiver of any other or subsequent breach or default. No delay or omission on the part of either party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
SECTION 13: GOVERNING LAW; JURISDICTION; VENUE
This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law provision, rule, or principle (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.
Any action, suit, or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby shal