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EXHIBIT A

FORM OF SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE

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

SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE

Issuer: Genome Dx Therapeutics Inc., a Delaware corporation (the "Company")

Address: 450 Pinnacle Drive, Suite 300, South San Francisco, CA 94080

Payee: __ (the "Holder")

This Senior Unsecured Convertible Promissory Note (this "Note") is issued pursuant to that certain Note Purchase Agreement, dated as of April 9, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among the Company and the Purchasers named therein.

FOR VALUE RECEIVED, the Company hereby promises to pay to the order of the Holder the principal amount set forth above, together with accrued interest thereon, in accordance with the terms and conditions of this Note.

Section 1. Definitions

As used in this Note, the following terms shall have the meanings set forth below:

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

"Change of Control" means the occurrence of any of the following events: (a) any merger, consolidation, or other business combination of the Company with or into another entity in which the stockholders of the Company immediately prior to such transaction hold less than fifty percent (50%) of the voting power of the surviving or resulting entity immediately following such transaction; (b) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company in a single transaction or a series of related transactions; or (c) any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, recapitalization, or otherwise) in which any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) acquires beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities of the Company.

"Closing Date" means April 22, 2024.

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

"Conversion Price" has the meaning set forth in Section 4(a) of this Note.

"Conversion Shares" means the shares of capital stock of the Company issuable upon conversion of this Note in accordance with the terms hereof.

"Equity Securities" means shares of Common Stock or Preferred Stock of the Company, or securities convertible into or exchangeable for Common Stock or Preferred Stock of the Company, including without limitation, warrants, options, and convertible notes.

"Holder" means the registered holder of this Note as set forth on the face hereof, or any permitted transferee or assignee who has acquired this Note in accordance with Section 9 hereof.

"Majority Holders" means, at any time, the holders of Notes issued under the Purchase Agreement representing more than fifty percent (50%) of the aggregate outstanding principal amount of all Notes then issued and outstanding thereunder. As of the Closing Date, the aggregate principal amount of all Notes issued pursuant to the Purchase Agreement is Forty Million Dollars ($40,000,000), and accordingly, the Majority Holders must hold Notes with an aggregate principal amount exceeding Twenty Million Dollars ($20,000,000).

"Maturity Date" means April 12, 2027, which date is thirty-six (36) months from the original target closing date of April 12, 2024 as set forth in the Purchase Agreement.

"Note" or "Notes" means this Senior Unsecured Convertible Promissory Note and, collectively, all of the other senior unsecured convertible promissory notes issued pursuant to the Purchase Agreement, as each may be amended, restated, supplemented, or otherwise modified from time to time.

"Purchase Agreement" means the Note Purchase Agreement, dated as of April 9, 2024, by and among the Company and the Purchasers named therein, as amended, restated, supplemented, or otherwise modified from time to time.

"Qualified Financing" means a bona fide equity financing of the Company occurring after the Closing Date in which the Company raises aggregate gross proceeds of at least Fifty Million Dollars ($50,000,000), inclusive of the aggregate principal amount and accrued interest of all Notes converting in connection therewith.

"Qualified Financing Price" means the per-share price paid by new investors (other than the holders of Notes converting in connection therewith) in a Qualified Financing for the Equity Securities issued in such Qualified Financing.

"Valuation Cap" means Two Hundred Million Dollars ($200,000,000), representing the pre-money valuation of the Company for purposes of this Note.

"Valuation Cap Price" means Four Dollars and Fourteen and 51/100 Cents ($4.1451) per share, which amount was calculated as the Valuation Cap divided by the Company Capitalization (as defined in the Purchase Agreement). For the avoidance of doubt, the Company Capitalization as of the Closing Date is 48,250,000 shares on a fully diluted basis, inclusive of all outstanding shares of Common Stock, all outstanding shares of Preferred Stock (on an as-converted to Common Stock basis), and all shares of Common Stock reserved for issuance under outstanding options, warrants, and other rights, including all shares reserved for issuance under the Company's 2018 Equity Incentive Plan (whether or not subject to outstanding awards).

Capitalized terms used but not otherwise defined in this Note shall have the respective meanings ascribed to such terms in the Purchase Agreement.

Section 2. Interest

(a) Interest Rate.

Interest shall accrue on the outstanding principal amount of this Note (including any principal amount increased by the capitalization of interest pursuant to Section 2(b) below) at a rate of six percent (6.0%) per annum, simple interest, computed on the basis of a three hundred sixty-five (365)-day year and actual days elapsed. Interest shall accrue from and including the Closing Date until the earliest to occur of: (i) the conversion of this Note in full in accordance with Section 4 hereof; (ii) the repayment of this Note in full in accordance with the terms hereof; or (iii) the Maturity Date (or, if applicable, any earlier acceleration of the obligations hereunder in accordance with Section 6). Interest shall continue to accrue on any amount that remains outstanding after the Maturity Date until paid in full, subject to the provisions of Section 6(b) regarding default interest.

(b) Payment in Kind (PIK).

All accrued interest on this Note shall be payable in kind ("PIK") by capitalizing such accrued interest to the outstanding principal amount of this Note on each anniversary of the Closing Date (each such anniversary date, a "PIK Date"). On each PIK Date, all accrued and unpaid interest as of such PIK Date shall automatically be added to and become part of the outstanding principal amount of this Note, without any further action required by the Holder or the Company. Following each such capitalization, interest shall accrue on the increased principal amount for the next succeeding interest period. The PIK Dates shall be as follows:

(i) April 22, 2025 (first PIK Date);

(ii) April 22, 2026 (second PIK Date); and

(iii) the Maturity Date (to the extent accrued and unpaid interest remains outstanding and this Note has not been converted or repaid prior thereto).

By way of illustration and not limitation, the PIK mechanics shall operate as follows for a Note with an initial principal amount of $P:

• Year 1 (Closing Date through April 22, 2025): Interest accrues at 6.0% per annum on the original principal amount $P. On April 22, 2025, accrued interest equal to $P × 6.0% is capitalized and added to principal, resulting in an adjusted principal amount of $P × 1.06.

• Year 2 (April 22, 2025 through April 22, 2026): Interest accrues at 6.0% per annum on the adjusted principal amount of $P × 1.06. On April 22, 2026, accrued interest equal to ($P × 1.06) × 6.0% is capitalized and added to principal, resulting in an adjusted principal amount of $P × 1.06 × 1.06 = $P × 1.1236.

• Year 3 (April 22, 2026 through Maturity Date): Interest accrues at 6.0% per annum on the adjusted principal amount of $P × 1.1236. At maturity (or upon earlier conversion or repayment), all accrued and unpaid interest is added to the outstanding principal amount.

No cash interest payments shall be required at any time prior to the Maturity Date, except as may otherwise be provided herein upon the occurrence of an Event of Default pursuant to Section 6 or a Change of Control pursuant to Section 5.

Upon the conversion of this Note pursuant to Section 4 hereof, all accrued and unpaid interest that has not yet been capitalized pursuant to Section 2(b) (i.e., interest accrued since the most recent PIK Date or, if no PIK Date has yet occurred, since the Closing Date) shall be added to the outstanding principal amount of this Note immediately prior to such conversion for purposes of determining the number of Conversion Shares issuable to the Holder. For the avoidance of doubt, the total amount converting shall equal the sum of (i) the outstanding principal amount (including all previously capitalized PIK interest) and (ii) all accrued and unpaid interest not yet capitalized as of the date of conversion.

Section 3. Maturity and Repayment

(a) Maturity Date.

Unless earlier converted pursuant to Section 4 hereof or repaid in connection with a Change of Control pursuant to Section 5 hereof, the entire outstanding principal amount of this Note, together with all accrued and unpaid interest thereon (including all capitalized PIK interest added to principal pursuant to Section 2(b)), shall be due and payable in full on the Maturity Date (April 12, 2027). Payment of all amounts due hereunder at maturity shall be made in lawful money of the United States of America by wire transfer of immediately available funds to a bank account designated in writing by the Holder not less than five (5) business days prior to the Maturity Date. If the Holder fails to designate such account in a timely manner, the Company shall make payment by certified or official bank check payable to the order of the Holder and delivered to the address of the Holder set forth herein or in the Purchase Agreement.

(b) Optional Repayment.

The Company may not prepay this Note, in whole or in part, without the prior written consent of the Majority Holders, which consent may be granted or withheld in the sole discretion of the Majority Holders. Notwithstanding the foregoing, the Company shall be required to repay or cause the repayment of this Note in connection with a Change of Control if the Holder or the deemed election provisions of Section 5(a) require such repayment. Any permitted prepayment shall be applied first to accrued and unpaid interest and then to outstanding principal.

At or prior to the Maturity Date, if no Qualified Financing or Change of Control has occurred, the Holder may elect, by irrevocable written notice delivered to the Company not less than fifteen (15) business days prior to the Maturity Date, either:

(i) to demand repayment of the outstanding principal amount of this Note, together with all accrued and unpaid interest thereon (including all capitalized PIK interest), in cash on the Maturity Date in accordance with Section 3(a); or

(ii) to convert all (but not less than all) of the outstanding principal amount and accrued and unpaid interest on this Note into shares of the Company's Common Stock at the Valuation Cap Price of $4.1451 per share, as more fully set forth in Section 4(b) hereof.

If the Holder fails to deliver a timely election notice to the Company in accordance with this Section 3(c), the Holder shall be deemed to have irrevocably elected repayment of this Note in cash on the Maturity Date in accordance with Section 3(a) and clause (i) above. The Company shall provide the Holder with written reminder notice of the upcoming Maturity Date and the Holder's election rights under this Section 3(c) not less than thirty (30) days prior to the Maturity Date; provided, however, that the failure of the Company to deliver such reminder notice shall not affect the Holder's obligations or deemed election hereunder.

Section 4. Conversion

(a) Automatic Conversion Upon Qualified Financing.

Upon the closing of a Qualified Financing, the outstanding principal amount of this Note, together with all accrued and unpaid interest thereon (including all capitalized PIK interest added to principal pursuant to Section 2(b) and any additional accrued and unpaid interest added pursuant to Section 2(c)), shall automatically and without any further action by the Holder convert into Equity Securities of the same class and series as those issued to the new investors in such Qualified Financing.

The conversion price per share (the "Conversion Price") applicable to such automatic conversion shall be the lesser of:

(i) eighty percent (80%) of the Qualified Financing Price (i.e., a twenty percent (20%) discount to the per-share price paid by new investors in the Qualified Financing); and

(ii) the Valuation Cap Price of $4.1451 per share.

The number of Conversion Shares issuable to the Holder upon such automatic conversion shall be determined by dividing (x) the aggregate amount being converted (i.e., the sum of the outstanding principal amount, including all capitalized PIK interest, plus all accrued and unpaid interest not yet capitalized) by (y) the applicable Conversion Price, with any resulting fractional share treated in accordance with Section 4(d).

By way of illustration and not limitation, the following examples demonstrate the application of the Conversion Price formula using the aggregate principal amount of all Notes issued under the Purchase Agreement ($40,000,000), and excluding accrued interest for simplicity:

Example 1: If the Qualified Financing Price is $5.00 per share, the discounted price is $4.00 per share (80% × $5.00). Because $4.00 is less than the Valuation Cap Price of $4.1451, the Conversion Price is $4.00 per share. The aggregate number of Conversion Shares for all Notes would be $40,000,000 ÷ $4.00 = 10,000,000 shares.

Example 2: If the Qualified Financing Price is $4.80 per share, the discounted price is $3.84 per share (80% × $4.80). Because $3.84 is less than the Valuation Cap Price of $4.1451, the Conversion Price is $3.84 per share. The aggregate number of Conversion Shares for all Notes would be $40,000,000 ÷ $3.84 = 10,416,667 shares (rounded to the nearest whole share).

Example 3: If the Qualified Financing Price is $5.50 per share, the discounted price is $4.40 per share (80% × $5.50). Because $4.40 exceeds the Valuation Cap Price of $4.1451, the Valuation Cap Price governs, and the Conversion Price is $4.1451 per share. The aggregate number of Conversion Shares for all Notes would be $40,000,000 ÷ $4.1451 ≈ 9,650,906 shares.

The Conversion Shares issued to the Holder upon automatic conversion shall be issued on the same terms and conditions (including all rights, preferences, privileges, and restrictions) as the Equity Securities issued to new investors in the Qualified Financing, and the Holder shall execute and deliver such agreements and instruments as are customarily executed by investors in such Qualified Financing, including any investors' rights agreement, voting agreement, and right of first refusal and co-sale agreement.

(b) Voluntary Conversion at Maturity.

If no Qualified Financing has occurred prior to the Maturity Date and the Holder has elected conversion pursuant to Section 3(c)(ii), the outstanding principal amount of this Note and all accrued and unpaid interest thereon (including all capitalized PIK interest) shall convert into shares of the Company's Common Stock at the Valuation Cap Price of $4.1451 per share. By way of illustration, if the aggregate outstanding principal amount of all Notes (excluding accrued interest) is $40,000,000, the aggregate number of shares of Common Stock issuable upon conversion of all Notes at the Valuation Cap Price would be approximately $40,000,000 ÷ $4.1451 ≈ 9,650,906 shares. The shares of Common Stock issued upon conversion pursuant to this Section 4(b) shall be fully paid and nonassessable.

Upon a Change of Control, in lieu of electing repayment of the Change of Control Premium under Section 5(a)(i), the Holder may elect to convert the outstanding principal amount and all accrued and unpaid interest on this Note into shares of the Company's Common Stock at the Valuation Cap Price of $4.1451 per share, with such conversion to be deemed effective immediately prior to the consummation of the Change of Control. The shares of Common Stock issued upon such conversion shall be treated as outstanding equity of the Company for all purposes in connection with the Change of Control transaction, and the Holder shall receive the same per-share consideration as other holders of shares of Common Stock in such Change of Control transaction. If the per-share consideration payable in the Change of Control transaction exceeds the Valuation Cap Price, the Holder's election to convert under this Section 4(c) shall result in the Holder receiving aggregate consideration in the Change of Control that is greater than the Change of Control Premium that would have been payable under Section 5(a)(i).

(d) Mechanics of Conversion.

Upon conversion of this Note pursuant to this Section 4, the following procedures shall apply:

(i) Issuance of Conversion Shares. The Company shall issue and deliver (or cause to be issued and delivered) to the Holder a certificate or certificates, or a book-entry statement or statements issued by the Company's transfer agent, representing the Conversion Shares, within ten (10) business days following the date of conversion. All Conversion Shares issued upon conversion of this Note shall be duly authorized, validly issued, fully paid, and nonassessable.

(ii) Fractional Shares. No fractional shares of capital stock shall be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall pay to the Holder, in cash, an amount equal to such fractional share multiplied by the applicable Conversion Price. For the avoidance of doubt, the determination of whether a fractional share exists shall be made on a per-Note basis (and not on an aggregate basis across all Notes held by a single Holder).

(iii) Surrender of Note. The Holder shall surrender this Note to the Company (or, in the event that this Note has been lost, stolen, or destroyed, deliver to the Company a lost note affidavit and indemnity agreement in form and substance reasonably acceptable to the Company) promptly upon conversion, and in any event within ten (10) business days following the date of conversion. The failure of the Holder to surrender this Note shall not affect the validity of the conversion, but the Company shall not be obligated to deliver the Conversion Shares until this Note has been surrendered or a lost note affidavit has been provided.

(iv) Reservation of Shares. The Company shall at all times reserve and keep available, out of its authorized but unissued shares of capital stock, a sufficient number of shares of Common Stock (and, if applicable, Preferred Stock) to permit the conversion of all outstanding Notes in full. The Company shall take all corporate action necessary to increase the authorized number of shares of capital stock if at any time the number of authorized but unissued and unreserved shares would be insufficient to permit the conversion of all outstanding Notes.

(e) Adjustments. The Conversion Price and the Valuation Cap Price shall be equitably and proportionally adjusted for any stock split, stock dividend, reverse stock split, combination of shares, recapitalization, reclassification, reorganization, or similar event affecting the Company's outstanding capital stock that occurs after the Closing Date. In the event of any such adjustment, the Company shall promptly deliver to the Holder a written notice setting forth the adjusted Conversion Price and/or Valuation Cap Price, as applicable, and the basis for such adjustment. Any such adjustment shall become effective immediately upon the effectiveness of the applicable stock split, stock dividend, reverse stock split, combination, recapitalization, reclassification, reorganization, or similar event.

Section 5. Change of Control

(a) Holder Election Upon Change of Control.

Upon a Change of Control, the Company shall provide written notice to the Holder at least fifteen (15) business days prior to the anticipated closing date of such Change of Control transaction (the "Change of Control Notice"). The Change of Control Notice shall describe in reasonable detail the material terms and conditions of the Change of Control transaction, including the identity of the acquirer or counterparty, the form and amount of consideration to be paid to the Company's stockholders, and the anticipated closing date. Upon receipt of the Change of Control Notice, the Holder shall have the right to elect, by irrevocable written notice to the Company delivered at least five (5) business days prior to the anticipated closing of the Change of Control, one of the following:

(i) Change of Control Premium Repayment. Repayment of an amount equal to one and one-half times (1.5x) the sum of (A) the outstanding principal amount of this Note (including all capitalized PIK interest) plus (B) all accrued and unpaid interest on this Note that has not been capitalized as of the date of such repayment (such aggregate amount, the "Change of Control Premium"), payable in cash simultaneously with or immediately following the closing of the Change of Control transaction; or

(ii) Conversion. Conversion of this Note into shares of the Company's Common Stock at the Valuation Cap Price of $4.1451 per share pursuant to and in accordance with Section 4(c) hereof, with such shares of Common Stock to be treated as outstanding equity of the Company and to participate in the Change of Control transaction on the same basis as all other outstanding shares of Common Stock.

If the Holder fails to make a timely election by delivering written notice to the Company in accordance with this Section 5(a), the Holder shall be deemed to have irrevocably elected the Change of Control Premium repayment under clause (i) above.

(b) Payment of Change of Control Premium.

The Change of Control Premium payable to the Holder pursuant to Section 5(a)(i) shall be paid in cash, in lawful money of the United States of America, by wire transfer of immediately available funds to a bank account designated in writing by the Holder, concurrently with the closing of the Change of Control transaction. The Company shall use commercially reasonable efforts to cause the acquirer, surviving entity, or successor entity in any Change of Control transaction to expressly assume the obligation to pay the Change of Control Premium to the Holder if the Company is not the surviving entity in such transaction or if the Company will not have sufficient funds to pay the Change of Control Premium following the consummation of the Change of Control. To the extent the Change of Control involves a merger or consolidation, the Company shall use commercially reasonable efforts to cause the definitive agreement governing such transaction to include provisions requiring the acquirer or surviving entity to satisfy the Company's obligations to pay the Change of Control Premium hereunder.

Section 6. Events of Default

(a) Events of Default Defined.

Each of the following events shall constitute an "Event of Default" under this Note:

(i) Payment Default. The failure by the Company to pay any amount of principal or interest due under this Note within five (5) business days after the date on which such payment becomes due and payable (whether at the Maturity Date, upon acceleration, or otherwise);

(ii) Breach of Representations, Warranties, or Covenants. A material breach by the Company of any representation, warranty, covenant, or other agreement contained in the Purchase Agreement or this Note, which breach (if capable of cure) remains uncured for a period of thirty (30) days after the earlier of (A) the date on which the Company becomes aware of such breach and (B) the date on which written notice of such breach is delivered to the Company by the Holder or the Majority Holders;

(iii) Bankruptcy — Voluntary. The Company's filing of a voluntary petition for relief under Title 11 of the United States Code (or any successor statute) or any similar federal, state, or foreign law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, or other relief for debtors, or the Company's consent to the institution of any such proceedings against it, or the institution of involuntary bankruptcy or insolvency proceedings against the Company that are not dismissed or stayed within sixty (60) days after the filing thereof;

(iv) Judgment Default. The entry of one or more final, non-appealable judgments, orders, or decrees against the Company for the payment of money in an aggregate amount in excess of One Million Dollars ($1,000,000) (exclusive of any amounts covered by insurance or indemnification), which judgment, order, or decree remains unsatisfied and unstayed for a period of thirty (30) consecutive days after the date of entry thereof; and

(v) Assignment for Benefit of Creditors; Receivership. A general assignment by the Company for the benefit of its creditors, or the appointment of a receiver, trustee, custodian, conservator, liquidator, or similar official for the Company or for a substantial portion of the Company's property or assets, which appointment is not discharged or stayed within sixty (60) days.

(b) Remedies Upon Event of Default.

Upon the occurrence and during the continuance of any Event of Default:

(i) Acceleration by Majority Holders. The Majority Holders may, by written notice to the Company (an "Acceleration Notice"), declare the entire outstanding principal amount of all Notes issued under the Purchase Agreement, together with all accrued and unpaid interest thereon (including all capitalized PIK interest), to be immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Company. Upon the delivery of an Acceleration Notice, the Company shall immediately pay to each Holder of a Note the entire outstanding principal amount of such Holder's Note, together with all accrued and unpaid interest thereon.

(ii) Automatic Acceleration. Notwithstanding the foregoing, in the case of an Event of Default described in Section 6(a)(iii) (Bankruptcy — Voluntary) or Section 6(a)(v) (Assignment for Benefit of Creditors; Receivership), the entire outstanding principal amount and all accrued and unpaid interest on all Notes issued under the Purchase Agreement shall automatically and immediately become due and payable without any declaration, notice, or other act by any Holder or the Majority Holders.

(iii) Default Interest. Upon the occurrence and during the continuance of an Event of Default, interest on the outstanding principal amount of this Note shall accrue at a rate per annum equal to the lesser of (x) ten percent (10.0%) per annum and (y) the maximum rate of interest permitted by applicable law, in lieu of the interest rate specified in Section 2(a). Default interest shall accrue from the date of the Event of Default until such Event of Default is cured or waived, or until all amounts due hereunder have been paid in full.

(iv) Other Remedies. The rights and remedies of the Holder under this Section 6(b) shall be cumulative and in addition to any other rights and remedies available to the Holder at law or in equity.

Section 7. Covenants

The Company hereby covenants and agrees with the Holder as follows, which covenants are in addition to and not in limitation of the covenants set forth in the Purchase Agreement:

(a) Information Rights. The Company shall deliver to the Holder the following financial and operating information: (i) unaudited quarterly financial statements (including a balance sheet, income statement, and statement of cash flows) within forty-five (45) days after the end of each fiscal quarter; (ii) annual audited financial statements (audited by an independent certified public accounting firm of recognized national or regional standing) within one hundred twenty (120) days after the end of each fiscal year; and (iii) monthly cash burn reports in reasonable detail within thirty (30) days after the end of each calendar month. The obligations set forth in this Section 7(a) are subject in all respects to the more detailed information rights provisions of the Purchase Agreement.

(b) Negative Covenants. Without the prior written consent of the Majority Holders, the Company shall not, and shall not permit any of its subsidiaries to: (i) incur, create, assume, or suffer to exist any indebtedness for borrowed money in excess of Two Million Dollars ($2,000,000) in the aggregate (excluding trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice); (ii) grant, create, incur, assume, or suffer to exist any lien, pledge, security interest, charge, or other encumbrance on or with respect to any material assets of the Company, other than permitted liens as defined in the Purchase Agreement; (iii) declare, set aside, or pay any dividend or other distribution (whether in cash, property, or securities) with respect to any shares of capital stock or other equity interests of the Company, or purchase, redeem, or otherwise acquire any shares of capital stock or other equity interests of the Company; (iv) consummate or enter into any agreement to consummate a Change of Control; or (v) issue, sell, or grant any equity securities or equity-linked securities (including options, warrants, convertible notes, and other rights to purchase or acquire equity securities) other than (A) Equity Securities issued pursuant to the Company's 2018 Equity Incentive Plan within the existing plan reserves as of the Closing Date, and (B) Equity Securities issued upon conversion of the Notes.

(c) Most Favored Nation. If at any time during the twelve (12)-month period following the Closing Date (i.e., through and including April 22, 2025), the Company issues any convertible promissory notes or other convertible debt securities on terms that are, taken as a whole, more favorable to the holders thereof than the terms of this Note (including, without limitation, with respect to interest rate, conversion discount, valuation cap, maturity date, or other economic or protective terms), the Company shall promptly notify the Holder in writing of the terms of such issuance (and shall provide the Holder with copies of the definitive documentation relating thereto), and the Holder shall have the right, exercisable by written notice to the Company within thirty (30) days of receipt of such notification, to elect to adopt such more favorable terms, whereupon this Note shall be deemed amended to incorporate such more favorable terms effective as of the date of such election.

(d) Corporate Existence; Qualification. The Company shall maintain its corporate existence and good standing under the laws of the State of Delaware and shall maintain its qualification to do business as a foreign corporation in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, including, without limitation, the State of California, except where the failure to maintain such qualification would not reasonably be expected to have a material adverse effect on the business, financial condition, or results of operations of the Company.

Section 8. Seniority and Subordination

This Note is a senior unsecured obligation of the Company. The obligations of the Company under this Note shall rank senior in right of payment to all existing and future equity securities of the Company (including Common Stock and Preferred Stock) and all securities convertible into or exchangeable for equity securities of the Company. This Note shall rank pari passu in right of payment with all other Notes issued pursuant to the Purchase Agreement, without preference or priority of any Note over any other Note by reason of date of issuance, date of execution, principal amount, or otherwise. For the avoidance of doubt, this Note is an unsecured obligation of the Company, and the Holder shall have no lien, security interest, mortgage, pledge, charge, or other encumbrance on or with respect to any assets, properties, or revenues of the Company to secure the obligations of the Company hereunder. Nothing in this Section 8 shall be construed to prohibit the Company from incurring secured indebtedness to the extent permitted under Section 7(b)(ii) hereof and the Purchase Agreement.

Section 9. Transfer Restrictions

(a) Restrictions on Transfer.

This Note and the Conversion Shares issuable upon conversion hereof have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any applicable state securities laws, and are being offered and issued in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as well as applicable state securities law exemptions. This Note may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of, in whole or in part, except:

(i) pursuant to an effective registration statement under the Securities Act covering the resale of this Note or the Conversion Shares;

(ii) 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 transferee delivers to the Company a written instrument in form reasonably acceptable to the Company pursuant to which such transferee agrees to be bound by the terms of this Note and the Purchase Agreement; or

(iii) pursuant to an applicable exemption from registration under the Securities Act (including, when available, Rule 144 promulgated thereunder), in each case subject to compliance with all applicable state securities or "blue sky" laws and subject to the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed).

The Holder acknowledges and agrees that the Company may require, as a condition to any transfer of this Note or any Conversion Shares, an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer does not require registration under the Securities Act or any applicable state securities laws.

(b) Legend. Each certificate or book-entry position representing Conversion Shares issued upon conversion of this Note shall bear a restrictive legend substantially in the form set forth at the beginning of this Note (or such other legend as may be required by applicable securities laws or the Company's transfer agent) until such time as such Conversion Shares have been registered under the Securities Act or are eligible for sale without restriction or limitation under Rule 144 (including, without limitation, the requirements of Rule 144(c) and (d), as applicable). The Company shall cooperate with the Holder in removing such legend promptly upon the Holder's request when such legend is no longer required under applicable securities laws.

Section 10. Representations of the Holder

The Holder hereby represents and warrants to the Company as follows, as of the date hereof and as of the date of any conversion of this Note:

(a) 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.

(b) Investment Intent. The Holder is acquiring this Note (and, upon conversion, the Conversion Shares) for its own account, for investment purposes only, and not with a view to, or for resale in connection with, the distribution thereof within the meaning of the Securities Act. The Holder does not presently have any agreement, plan, or understanding, directly or indirectly, with any person or entity to distribute or effect any distribution of this Note or any Conversion Shares.

(c) Sophistication and Experience. The Holder has such knowledge, sophistication, and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment represented by this Note. The Holder has conducted its own independent investigation and analysis of the Company and its business, operations, assets, liabilities, results of operations, financial condition, and prospects, and has made its own investment decision based upon such investigation and analysis and not in reliance upon any representations or warranties of the Company other than those expressly set forth in the Purchase Agreement.

(d) Ability to Bear Risk. The Holder is able to bear the economic risk of its investment in this Note for an indefinite period of time and can afford the complete loss of such investment. The Holder understands that this Note and the Conversion Shares are speculative investments and involve a high degree of risk of loss.

(e) Access to Information. The Holder has had access to such information regarding the Company and its business, operations, financial condition, and prospects as the Holder has deemed necessary or appropriate in connection with its decision to acquire this Note. The Holder has had the opportunity to ask questions of, and receive answers from, the officers and directors of the Company regarding the terms and conditions of this investment and the business and financial condition of the Company, and all such questions have been answered to the Holder's satisfaction.

Section 11. Miscellaneous

(a) Governing Law.

This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.

(b) Jurisdiction. Any suit, action, or proceeding arising out of or relating to this Note or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware; provided, that if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over such suit, action, or proceeding, such suit, action, or proceeding shall be brought in the Superior Court of the State of Delaware (Complex Commercial Litigation Division); and provided further, that if neither the Court of Chancery nor the Superior Court of the State of Delaware has subject matter jurisdiction over such suit, action, or proceeding, such suit, action, or proceeding shall be brought in the United States District Court for the District of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, or proceeding and irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action, or proceeding is brought in an inconvenient forum, or that the venue of the suit, action, or proceeding is improper.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE EFFECT OF THIS WAIVER PROVISION.

(d) Notices. All notices, requests, consents, demands, and other communications required or permitted under this Note shall be in writing and shall be deemed to have been duly given when (i) delivered personally, (ii) sent by nationally recognized overnight courier service (with tracking capability), (iii) sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) sent by electronic mail (with confirmation of receipt), in each case addressed as follows (or to such other address as a party may designate in writing in accordance with this Section 11(d)):

If to the Company:

Genome Dx Therapeutics Inc. 450 Pinnacle Drive, Suite 300 South San Francisco, CA 94080

Attention: Priya Raghunathan, General Counsel & Corporate Secretary

Email: praghunathan@genomedx.com

If to the Holder:

At the address set forth on the signature page hereto or at the address set forth for such Holder in the Purchase Agreement, or at such other address as the Holder may designate in writing from time to time.

Any notice delivered personally or by overnight courier shall be deemed given on the date of delivery. Any notice sent by registered or certified mail shall be deemed given on the third (3rd) business day following the date of mailing. Any notice sent by electronic mail shall be deemed given on the date of transmission, provided that the sender does not receive an automated notification of non-delivery.

(e) Amendments and Waivers.

Any provision of this Note may be amended, modified, or waived only with the prior written consent of the Company and the Majority Holders; provided, however, that no such amendment, modification, or waiver shall, without the prior written consent of the Holder directly affected thereby:

(i) reduce the principal amount of this Note;

(ii) reduce the rate of interest payable on this Note or change the method of computing interest;

(iii) extend the Maturity Date of this Note;

(iv) increase the Conversion Price or the Valuation Cap Price applicable to this Note;

(v) reduce the Change of Control Premium payable to the Holder under Section 5; or

(vi) modify this Section 11(e) or the definition of "Majority Holders."

Any amendment, modification, or waiver effected in accordance with this Section 11(e) shall be binding upon each Holder of a Note, each future holder of a Note, and the Company. No failure or delay by any Holder in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.

(f) Successors and Assigns.

This Note shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of the Holder and its successors and permitted assigns. The Company may not assign or delegate its obligations under this Note without the prior written consent of the Majority Holders.

(g) Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction, and this Note shall be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein but only to the extent necessary to render such provision or this Note valid, legal, and enforceable.

(h) Headings. The headings and captions used in this Note are included for convenience of reference only and shall not be construed to define, limit, or affect the construction or interpretation of any provision of this Note.

(i) Entire Agreement.

This Note, together with the Purchase Agreement and the other documents, instruments, and agreements executed and delivered in connection therewith, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to such subject matter.

(j) Paying Agent.

Meridian Pacific Bank, N.A. shall serve as the paying agent (the "Paying Agent") for all payments of principal and interest due under this Note. All payments of principal and interest on this Note shall be made by the Company to or through the Paying Agent for the account of the Holder. The Company may change the Paying Agent upon not less than thirty (30) days' prior written notice to the Holder, provided that the successor Paying Agent shall be a national banking association or a state-chartered bank with trust powers and combined capital and surplus of not less than $500,000,000.

(k) Cancellation. Upon payment in full of all amounts of principal and interest due hereunder, or upon the full conversion of this Note into Conversion Shares in accordance with Section 4 hereof, this Note shall be surrendered to the Company and shall be cancelled and shall no longer be deemed outstanding for any purpose. The Company shall not be required to make any further payments under this Note following such cancellation, and the Holder shall have no further rights under this Note other than with respect to the Conversion Shares issued upon conversion (if applicable).

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Senior Unsecured Convertible Promissory Note to be duly executed and delivered by its authorized officer as of the date first written above.

GENOME DX THERAPEUTICS INC.

By: ________

Name: Dr. Marcus Avellino, Ph.D., MBA

Title: Chief Executive Officer & Co-Founder

ACCEPTED AND AGREED:

[PINNACLE BIOVENTURES FUND III, L.P. / CORMORANT HEALTH CAPITAL PARTNERS, L.P. / ALDER CREEK LIFE SCIENCES FUND II, L.P.]

By: [Pinnacle BioVentures Management III, LLC / Cormorant Health Capital Management, LLC / Alder Creek Life Sciences Management II, LLC], its General Partner

By: ________

Name: [Jonathan Merriweather / Victor Nakamura / Katharine Ostrowski]

Title: [Managing Director / Managing Partner / General Partner]

Address for Notices:

________________________________________

Attention: ________

Email: ________

Principal Amount of this Note: $__

[Signature Page to Senior Unsecured Convertible Promissory Note]

Principal Amount: $__

EXHIBIT A
FORM OF SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THIS NOTE AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.
SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE
Issuer: Genome Dx Therapeutics Inc., a Delaware corporation (the "Company")
Address: 450 Pinnacle Drive, Suite 300, South San Francisco, CA 94080
Payee: __ (the "Holder")
This Senior Unsecured Convertible Promissory Note (this "Note") is issued pursuant to that certain Note Purchase Agreement, dated as of April 9, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among the Company and the Purchasers named therein.
FOR VALUE RECEIVED, the Company hereby promises to pay to the order of the Holder the principal amount set forth above, together with accrued interest thereon, in accordance with the terms and conditions of this Note.
Section 1. Definitions
As used in this Note, the following terms shall have the meanings set forth below:
"Board" means the Board of Directors of the Company.
"Change of Control" means the occurrence of any of the following events: (a) any merger, consolidation, or other business combination of the Company with or into another entity in which the stockholders of the Company immediately prior to such transaction hold less than fifty percent (50%) of the voting power of the surviving or resulting entity immediately following such transaction; (b) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company in a single transaction or a series of related transactions; or (c) any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, recapitalization, or otherwise) in which any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) acquires beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities of the Company.
"Closing Date" means April 22, 2024.
"Company" means Genome Dx Therapeutics Inc., a Delaware corporation, and its successors and assigns.
"Conversion Price" has the meaning set forth in Section 4(a) of this Note.
"Conversion Shares" means the shares of capital stock of the Company issuable upon conversion of this Note in accordance with the terms hereof.
"Equity Securities" means shares of Common Stock or Preferred Stock of the Company, or securities convertible into or exchangeable for Common Stock or Preferred Stock of the Company, including without limitation, warrants, options, and convertible notes.
"Holder" means the registered holder of this Note as set forth on the face hereof, or any permitted transferee or assignee who has acquired this Note in accordance with Section 9 hereof.
"Majority Holders" means, at any time, the holders of Notes issued under the Purchase Agreement representing more than fifty percent (50%) of the aggregate outstanding principal amount of all Notes then issued and outstanding thereunder. As of the Closing Date, the aggregate principal amount of all Notes issued pursuant to the Purchase Agreement is Forty Million Dollars ($40,000,000), and accordingly, the Majority Holders must hold Notes with an aggregate principal amount exceeding Twenty Million Dollars ($20,000,000).
"Maturity Date" means April 12, 2027, which date is thirty-six (36) months from the original target closing date of April 12, 2024 as set forth in the Purchase Agreement.
"Note" or "Notes" means this Senior Unsecured Convertible Promissory Note and, collectively, all of the other senior unsecured convertible promissory notes issued pursuant to the Purchase Agreement, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Purchase Agreement" means the Note Purchase Agreement, dated as of April 9, 2024, by and among the Company and the Purchasers named therein, as amended, restated, supplemented, or otherwise modified from time to time.
"Qualified Financing" means a bona fide equity financing of the Company occurring after the Closing Date in which the Company raises aggregate gross proceeds of at least Fifty Million Dollars ($50,000,000), inclusive of the aggregate principal amount and accrued interest of all Notes converting in connection therewith.
"Qualified Financing Price" means the per-share price paid by new investors (other than the holders of Notes converting in connection therewith) in a Qualified Financing for the Equity Securities issued in such Qualified Financing.
"Valuation Cap" means Two Hundred Million Dollars ($200,000,000), representing the pre-money valuation of the Company for purposes of this Note.
"Valuation Cap Price" means Four Dollars and Fourteen and 51/100 Cents ($4.1451) per share, which amount was calculated as the Valuation Cap divided by the Company Capitalization (as defined in the Purchase Agreement). For the avoidance of doubt, the Company Capitalization as of the Closing Date is 48,250,000 shares on a fully diluted basis, inclusive of all outstanding shares of Common Stock, all outstanding shares of Preferred Stock (on an as-converted to Common Stock basis), and all shares of Common Stock reserved for issuance under outstanding options, warrants, and other rights, including all shares reserved for issuance under the Company's 2018 Equity Incentive Plan (whether or not subject to outstanding awards).
Capitalized terms used but not otherwise defined in this Note shall have the respective meanings ascribed to such terms in the Purchase Agreement.
Section 2. Interest
(a) Interest Rate.
Interest shall accrue on the outstanding principal amount of this Note (including any principal amount increased by the capitalization of interest pursuant to Section 2(b) below) at a rate of six percent (6.0%) per annum, simple interest, computed on the basis of a three hundred sixty-five (365)-day year and actual days elapsed. Interest shall accrue from and including the Closing Date until the earliest to occur of: (i) the conversion of this Note in full in accordance with Section 4 hereof; (ii) the repayment of this Note in full in accordance with the terms hereof; or (iii) the Maturity Date (or, if applicable, any earlier acceleration of the obligations hereunder in accordance with Section 6). Interest shall continue to accrue on any amount that remains outstanding after the Maturity Date until paid in full, subject to the provisions of Section 6(b) regarding default interest.
(b) Payment in Kind (PIK).
All accrued interest on this Note shall be payable in kind ("PIK") by capitalizing such accrued interest to the outstanding principal amount of this Note on each anniversary of the Closing Date (each such anniversary date, a "PIK Date"). On each PIK Date, all accrued and unpaid interest as of such PIK Date shall automatically be added to and become part of the outstanding principal amount of this Note, without any further action required by the Holder or the Company. Following each such capitalization, interest shall accrue on the increased principal amount for the next succeeding interest period. The PIK Dates shall be as follows:
(i) April 22, 2025 (first PIK Date);
(ii) April 22, 2026 (second PIK Date); and
(iii) the Maturity Date (to the extent accrued and unpaid interest remains outstanding and this Note has not been converted or repaid prior thereto).
By way of illustration and not limitation, the PIK mechanics shall operate as follows for a Note with an initial principal amount of $P:
•  Year 1 (Closing Date through April 22, 2025): Interest accrues at 6.0% per annum on the original principal amount $P. On April 22, 2025, accrued interest equal to $P × 6.0% is capitalized and added to principal, resulting in an adjusted principal amount of $P × 1.06.
•  Year 2 (April 22, 2025 through April 22, 2026): Interest accrues at 6.0% per annum on the adjusted principal amount of $P × 1.06. On April 22, 2026, accrued interest equal to ($P × 1.06) × 6.0% is capitalized and added to principal, resulting in an adjusted principal amount of $P × 1.06 × 1.06 = $P × 1.1236.
•  Year 3 (April 22, 2026 through Maturity Date): Interest accrues at 6.0% per annum on the adjusted principal amount of $P × 1.1236. At maturity (or upon earlier conversion or repayment), all accrued and unpaid interest is added to the outstanding principal amount.
No cash interest payments shall be required at any time prior to the Maturity Date, except as may otherwise be provided herein upon the occurrence of an Event of Default pursuant to Section 6 or a Change of Control pursuant to Section 5.
(c) Interest Upon Conversion.
Upon the conversion of this Note pursuant to Section 4 hereof, all accrued and unpaid interest that has not yet been capitalized pursuant to Section 2(b) (i.e., interest accrued since the most recent PIK Date or, if no PIK Date has yet occurred, since the Closing Date) shall be added to the outstanding principal amount of this Note immediately prior to such conversion for purposes of determining the number of Conversion Shares issuable to the Holder. For the avoidance of doubt, the total amount converting shall equal the sum of (i) the outstanding principal amount (including all previously capitalized PIK interest) and (ii) all accrued and unpaid interest not yet capitalized as of the date of conversion.
Section 3. Maturity and Repayment
(a) Maturity Date.
Unless earlier converted pursuant to Section 4 hereof or repaid in connection with a Change of Control pursuant to Section 5 hereof, the entire outstanding principal amount of this Note, together with all accrued and unpaid interest thereon (including all capitalized PIK interest added to principal pursuant to Section 2(b)), shall be due and payable in full on the Maturity Date (April 12, 2027). Payment of all amounts due hereunder at maturity shall be made in lawful money of the United States of America by wire transfer of immediately available funds to a bank account designated in writing by the Holder not less than five (5) business days prior to the Maturity Date. If the Holder fails to designate such account in a timely manner, the Company shall make payment by certified or official bank check payable to the order of the Holder and delivered to the address of the Holder set forth herein or in the Purchase Agreement.
(b) Optional Repayment.
The Company may not prepay this Note, in whole or in part, without the prior written consent of the Majority Holders, which consent may be granted or withheld in the sole discretion of the Majority Holders. Notwithstanding the foregoing, the Company shall be required to repay or cause the repayment of this Note in connection with a Change of Control if the Holder or the deemed election provisions of Section 5(a) require such repayment. Any permitted prepayment shall be applied first to accrued and unpaid interest and then to outstanding principal.
(c) Holder Election at Maturity.
At or prior to the Maturity Date, if no Qualified Financing or Change of Control has occurred, the Holder may elect, by irrevocable written notice delivered to the Company not less than fifteen (15) business days prior to the Maturity Date, either:
(i) to demand repayment of the outstanding principal amount of this Note, together with all accrued and unpaid interest thereon (including all capitalized PIK interest), in cash on the Maturity Date in accordance with Section 3(a); or
(ii) to convert all (but not less than all) of the outstanding principal amount and accrued and unpaid interest on this Note into shares of the Company's Common Stock at the Valuation Cap Price of $4.1451 per share, as more fully set forth in Section 4(b) hereof.
If the Holder fails to deliver a timely election notice to the Company in accordance with this Section 3(c), the Holder shall be deemed to have irrevocably elected repayment of this Note in cash on the Maturity Date in accordance with Section 3(a) and clause (i) above. The Company shall provide the Holder with written reminder notice of the upcoming Maturity Date and the Holder's election rights under this Section 3(c) not less than thirty (30) days prior to the Maturity Date; provided, however, that the failure of the Company to deliver such reminder notice shall not affect the Holder's obligations or deemed election hereunder.
Section 4. Conversion
(a) Automatic Conversion Upon Qualified Financing.
Upon the closing of a Qualified Financing, the outstanding principal amount of this Note, together with all accrued and unpaid interest thereon (including all capitalized PIK interest added to principal pursuant to Section 2(b) and any additional accrued and unpaid interest added pursuant to Section 2(c)), shall automatically and without any further action by the Holder convert into Equity Securities of the same class and series as those issued to the new investors in such Qualified Financing.
The conversion price per share (the "Conversion Price") applicable to such automatic conversion shall be the lesser of:
(i) eighty percent (80%) of the Qualified Financing Price (i.e., a twenty percent (20%) discount to the per-share price paid by new investors in the Qualified Financing); and
(ii) the Valuation Cap Price of $4.1451 per share.
The number of Conversion Shares issuable to the Holder upon such automatic conversion shall be determined by dividing (x) the aggregate amount being converted (i.e., the sum of the outstanding principal amount, including all capitalized PIK interest, plus all accrued and unpaid interest not yet capitalized) by (y) the applicable Conversion Price, with any resulting fractional share treated in accordance with Section 4(d).
By way of illustration and not limitation, the following examples demonstrate the application of the Conversion Price formula using the aggregate principal amount of all Notes issued under the Purchase Agreement ($40,000,000), and excluding accrued interest for simplicity:
Example 1: If the Qualified Financing Price is $5.00 per share, the discounted price is $4.00 per share (80% × $5.00). Because $4.00 is less than the Valuation Cap Price of $4.1451, the Conversion Price is $4.00 per share. The aggregate number of Conversion Shares for all Notes would be $40,000,000 ÷ $4.00 = 10,000,000 shares.
Example 2: If the Qualified Financing Price is $4.80 per share, the discounted price is $3.84 per share (80% × $4.80). Because $3.84 is less than the Valuation Cap Price of $4.1451, the Conversion Price is $3.84 per share. The aggregate number of Conversion Shares for all Notes would be $40,000,000 ÷ $3.84 = 10,416,667 shares (rounded to the nearest whole share).
Example 3: If the Qualified Financing Price is $5.50 per share, the discounted price is $4.40 per share (80% × $5.50). Because $4.40 exceeds the Valuation Cap Price of $4.1451, the Valuation Cap Price governs, and the Conversion Price is $4.1451 per share. The aggregate number of Conversion Shares for all Notes would be $40,000,000 ÷ $4.1451 ≈ 9,650,906 shares.
The Conversion Shares issued to the Holder upon automatic conversion shall be issued on the same terms and conditions (including all rights, preferences, privileges, and restrictions) as the Equity Securities issued to new investors in the Qualified Financing, and the Holder shall execute and deliver such agreements and instruments as are customarily executed by investors in such Qualified Financing, including any investors' rights agreement, voting agreement, and right of first refusal and co-sale agreement.
(b) Voluntary Conversion at Maturity.
If no Qualified Financing has occurred prior to the Maturity Date and the Holder has elected conversion pursuant to Section 3(c)(ii), the outstanding principal amount of this Note and all accrued and unpaid interest thereon (including all capitalized PIK interest) shall convert into shares of the Company's Common Stock at the Valuation Cap Price of $4.1451 per share. By way of illustration, if the aggregate outstanding principal amount of all Notes (excluding accrued interest) is $40,000,000, the aggregate number of shares of Common Stock issuable upon conversion of all Notes at the Valuation Cap Price would be approximately $40,000,000 ÷ $4.1451 ≈ 9,650,906 shares. The shares of Common Stock issued upon conversion pursuant to this Section 4(b) shall be fully paid and nonassessable.
(c) Voluntary Conversion Upon Change of Control.
Upon a Change of Control, in lieu of electing repayment of the Change of Control Premium under Section 5(a)(i), the Holder may elect to convert the outstanding principal amount and all accrued and unpaid interest on this Note into shares of the Company's Common Stock at the Valuation Cap Price of $4.1451 per share, with such conversion to be deemed effective immediately prior to the consummation of the Change of Control. The shares of Common Stock issued upon such conversion shall be treated as outstanding equity of the Company for all purposes in connection with the Change of Control transaction, and the Holder shall receive the same per-share consideration as other holders of shares of Common Stock in such Change of Control transaction. If the per-share consideration payable in the Change of Control transaction exceeds the Valuation Cap Price, the Holder's election to convert under this Section 4(c) shall result in the Holder receiving aggregate consideration in the Change of Control that is greater than the Change of Control Premium that would have been payable under Section 5(a)(i).
(d) Mechanics of Conversion.
Upon conversion of this Note pursuant to this Section 4, the following procedures shall apply:
(i) Issuance of Conversion Shares. The Company shall issue and deliver (or cause to be issued and delivered) to the Holder a certificate or certificates, or a book-entry statement or statements issued by the Company's transfer agent, representing the Conversion Shares, within ten (10) business days following the date of conversion. All Conversion Shares issued upon conversion of this Note shall be duly authorized, validly issued, fully paid, and nonassessable.
(ii) Fractional Shares. No fractional shares of capital stock shall be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall pay to the Holder, in cash, an amount equal to such fractional share multiplied by the applicable Conversion Price. For the avoidance of doubt, the determination of whether a fractional share exists shall be made on a per-Note basis (and not on an aggregate basis across all Notes held by a single Holder).
(iii) Surrender of Note. The Holder shall surrender this Note to the Company (or, in the event that this Note has been lost, stolen, or destroyed, deliver to the Company a lost note affidavit and indemnity agreement in form and substance reasonably acceptable to the Company) promptly upon conversion, and in any event within ten (10) business days following the date of conversion. The failure of the Holder to surrender this Note shall not affect the validity of the conversion, but the Company shall not be obligated to deliver the Conversion Shares until this Note has been surrendered or a lost note affidavit has been provided.
(iv) Reservation of Shares. The Company shall at all times reserve and keep available, out of its authorized but unissued shares of capital stock, a sufficient number of shares of Common Stock (and, if applicable, Preferred Stock) to permit the conversion of all outstanding Notes in full. The Company shall take all corporate action necessary to increase the authorized number of shares of capital stock if at any time the number of authorized but unissued and unreserved shares would be insufficient to permit the conversion of all outstanding Notes.
(e) Adjustments.  The Conversion Price and the Valuation Cap Price shall be equitably and proportionally adjusted for any stock split, stock dividend, reverse stock split, combination of shares, recapitalization, reclassification, reorganization, or similar event affecting the Company's outstanding capital stock that occurs after the Closing Date. In the event of any such adjustment, the Company shall promptly deliver to the Holder a written notice setting forth the adjusted Conversion Price and/or Valuation Cap Price, as applicable, and the basis for such adjustment. Any such adjustment shall become effective immediately upon the effectiveness of the applicable stock split, stock dividend, reverse stock split, combination, recapitalization, reclassification, reorganization, or similar event.
Section 5. Change of Control
(a) Holder Election Upon Change of Control.
Upon a Change of Control, the Company shall provide written notice to the Holder at least fifteen (15) business days prior to the anticipated closing date of such Change of Control transaction (the "Change of Control Notice"). The Change of Control Notice shall describe in reasonable detail the material terms and conditions of the Change of Control transaction, including the identity of the acquirer or counterparty, the form and amount of consideration to be paid to the Company's stockholders, and the anticipated closing date. Upon receipt of the Change of Control Notice, the Holder shall have the right to elect, by irrevocable written notice to the Company delivered at least five (5) business days prior to the anticipated closing of the Change of Control, one of the following:
(i) Change of Control Premium Repayment. Repayment of an amount equal to one and one-half times (1.5x) the sum of (A) the outstanding principal amount of this Note (including all capitalized PIK interest) plus (B) all accrued and unpaid interest on this Note that has not been capitalized as of the date of such repayment (such aggregate amount, the "Change of Control Premium"), payable in cash simultaneously with or immediately following the closing of the Change of Control transaction; or
(ii) Conversion. Conversion of this Note into shares of the Company's Common Stock at the Valuation Cap Price of $4.1451 per share pursuant to and in accordance with Section 4(c) hereof, with such shares of Common Stock to be treated as outstanding equity of the Company and to participate in the Change of Control transaction on the same basis as all other outstanding shares of Common Stock.
If the Holder fails to make a timely election by delivering written notice to the Company in accordance with this Section 5(a), the Holder shall be deemed to have irrevocably elected the Change of Control Premium repayment under clause (i) above.
(b) Payment of Change of Control Premium.
The Change of Control Premium payable to the Holder pursuant to Section 5(a)(i) shall be paid in cash, in lawful money of the United States of America, by wire transfer of immediately available funds to a bank account designated in writing by the Holder, concurrently with the closing of the Change of Control transaction. The Company shall use commercially reasonable efforts to cause the acquirer, surviving entity, or successor entity in any Change of Control transaction to expressly assume the obligation to pay the Change of Control Premium to the Holder if the Company is not the surviving entity in such transaction or if the Company will not have sufficient funds to pay the Change of Control Premium following the consummation of the Change of Control. To the extent the Change of Control involves a merger or consolidation, the Company shall use commercially reasonable efforts to cause the definitive agreement governing such transaction to include provisions requiring the acquirer or surviving entity to satisfy the Company's obligations to pay the Change of Control Premium hereunder.
Section 6. Events of Default
(a) Events of Default Defined.
Each of the following events shall constitute an "Event of Default" under this Note:
(i) Payment Default. The failure by the Company to pay any amount of principal or interest due under this Note within five (5) business days after the date on which such payment becomes due and payable (whether at the Maturity Date, upon acceleration, or otherwise);
(ii) Breach of Representations, Warranties, or Covenants. A material breach by the Company of any representation, warranty, covenant, or other agreement contained in the Purchase Agreement or this Note, which breach (if capable of cure) remains uncured for a period of thirty (30) days after the earlier of (A) the date on which the Company becomes aware of such breach and (B) the date on which written notice of such breach is delivered to the Company by the Holder or the Majority Holders;
(iii) Bankruptcy — Voluntary. The Company's filing of a voluntary petition for relief under Title 11 of the United States Code (or any successor statute) or any similar federal, state, or foreign law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, or other relief for debtors, or the Company's consent to the institution of any such proceedings against it, or the institution of involuntary bankruptcy or insolvency proceedings against the Company that are not dismissed or stayed within sixty (60) days after the filing thereof;
(iv) Judgment Default. The entry of one or more final, non-appealable judgments, orders, or decrees against the Company for the payment of money in an aggregate amount in excess of One Million Dollars ($1,000,000) (exclusive of any amounts covered by insurance or indemnification), which judgment, order, or decree remains unsatisfied and unstayed for a period of thirty (30) consecutive days after the date of entry thereof; and
(v) Assignment for Benefit of Creditors; Receivership. A general assignment by the Company for the benefit of its creditors, or the appointment of a receiver, trustee, custodian, conservator, liquidator, or similar official for the Company or for a substantial portion of the Company's property or assets, which appointment is not discharged or stayed within sixty (60) days.
(b) Remedies Upon Event of Default.
Upon the occurrence and during the continuance of any Event of Default:
(i) Acceleration by Majority Holders. The Majority Holders may, by written notice to the Company (an "Acceleration Notice"), declare the entire outstanding principal amount of all Notes issued under the Purchase Agreement, together with all accrued and unpaid interest thereon (including all capitalized PIK interest), to be immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Company. Upon the delivery of an Acceleration Notice, the Company shall immediately pay to each Holder of a Note the entire outstanding principal amount of such Holder's Note, together with all accrued and unpaid interest thereon.
(ii) Automatic Acceleration. Notwithstanding the foregoing, in the case of an Event of Default described in Section 6(a)(iii) (Bankruptcy — Voluntary) or Section 6(a)(v) (Assignment for Benefit of Creditors; Receivership), the entire outstanding principal amount and all accrued and unpaid interest on all Notes issued under the Purchase Agreement shall automatically and immediately become due and payable without any declaration, notice, or other act by any Holder or the Majority Holders.
(iii) Default Interest. Upon the occurrence and during the continuance of an Event of Default, interest on the outstanding principal amount of this Note shall accrue at a rate per annum equal to the lesser of (x) ten percent (10.0%) per annum and (y) the maximum rate of interest permitted by applicable law, in lieu of the interest rate specified in Section 2(a). Default interest shall accrue from the date of the Event of Default until such Event of Default is cured or waived, or until all amounts due hereunder have been paid in full.
(iv) Other Remedies. The rights and remedies of the Holder under this Section 6(b) shall be cumulative and in addition to any other rights and remedies available to the Holder at law or in equity.
Section 7. Covenants
The Company hereby covenants and agrees with the Holder as follows, which covenants are in addition to and not in limitation of the covenants set forth in the Purchase Agreement:
(a) Information Rights. The Company shall deliver to the Holder the following financial and operating information: (i) unaudited quarterly financial statements (including a balance sheet, income statement, and statement of cash flows) within forty-five (45) days after the end of each fiscal quarter; (ii) annual audited financial statements (audited by an independent certified public accounting firm of recognized national or regional standing) within one hundred twenty (120) days after the end of each fiscal year; and (iii) monthly cash burn reports in reasonable detail within thirty (30) days after the end of each calendar month. The obligations set forth in this Section 7(a) are subject in all respects to the more detailed information rights provisions of the Purchase Agreement.
(b) Negative Covenants. Without the prior written consent of the Majority Holders, the Company shall not, and shall not permit any of its subsidiaries to: (i) incur, create, assume, or suffer to exist any indebtedness for borrowed money in excess of Two Million Dollars ($2,000,000) in the aggregate (excluding trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice); (ii) grant, create, incur, assume, or suffer to exist any lien, pledge, security interest, charge, or other encumbrance on or with respect to any material assets of the Company, other than permitted liens as defined in the Purchase Agreement; (iii) declare, set aside, or pay any dividend or other distribution (whether in cash, property, or securities) with respect to any shares of capital stock or other equity interests of the Company, or purchase, redeem, or otherwise acquire any shares of capital stock or other equity interests of the Company; (iv) consummate or enter into any agreement to consummate a Change of Control; or (v) issue, sell, or grant any equity securities or equity-linked securities (including options, warrants, convertible notes, and other rights to purchase or acquire equity securities) other than (A) Equity Securities issued pursuant to the Company's 2018 Equity Incentive Plan within the existing plan reserves as of the Closing Date, and (B) Equity Securities issued upon conversion of the Notes.
(c) Most Favored Nation. If at any time during the twelve (12)-month period following the Closing Date (i.e., through and including April 22, 2025), the Company issues any convertible promissory notes or other convertible debt securities on terms that are, taken as a whole, more favorable to the holders thereof than the terms of this Note (including, without limitation, with respect to interest rate, conversion discount, valuation cap, maturity date, or other economic or protective terms), the Company shall promptly notify the Holder in writing of the terms of such issuance (and shall provide the Holder with copies of the definitive documentation relating thereto), and the Holder shall have the right, exercisable by written notice to the Company within thirty (30) days of receipt of such notification, to elect to adopt such more favorable terms, whereupon this Note shall be deemed amended to incorporate such more favorable terms effective as of the date of such election.
(d) Corporate Existence; Qualification. The Company shall maintain its corporate existence and good standing under the laws of the State of Delaware and shall maintain its qualification to do business as a foreign corporation in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, including, without limitation, the State of California, except where the failure to maintain such qualification would not reasonably be expected to have a material adverse effect on the business, financial condition, or results of operations of the Company.
Section 8. Seniority and Subordination
This Note is a senior unsecured obligation of the Company. The obligations of the Company under this Note shall rank senior in right of payment to all existing and future equity securities of the Company (including Common Stock and Preferred Stock) and all securities convertible into or exchangeable for equity securities of the Company. This Note shall rank pari passu in right of payment with all other Notes issued pursuant to the Purchase Agreement, without preference or priority of any Note over any other Note by reason of date of issuance, date of execution, principal amount, or otherwise. For the avoidance of doubt, this Note is an unsecured obligation of the Company, and the Holder shall have no lien, security interest, mortgage, pledge, charge, or other encumbrance on or with respect to any assets, properties, or revenues of the Company to secure the obligations of the Company hereunder. Nothing in this Section 8 shall be construed to prohibit the Company from incurring secured indebtedness to the extent permitted under Section 7(b)(ii) hereof and the Purchase Agreement.
Section 9. Transfer Restrictions
(a) Restrictions on Transfer.
This Note and the Conversion Shares issuable upon conversion hereof have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any applicable state securities laws, and are being offered and issued in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as well as applicable state securities law exemptions. This Note may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of, in whole or in part, except:
(i) pursuant to an effective registration statement under the Securities Act covering the resale of this Note or the Conversion Shares;
(ii) 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 transferee delivers to the Company a written instrument in form reasonably acceptable to the Company pursuant to which such transferee agrees to be bound by the terms of this Note and the Purchase Agreement; or
(iii) pursuant to an applicable exemption from registration under the Securities Act (including, when available, Rule 144 promulgated thereunder), in each case subject to compliance with all applicable state securities or "blue sky" laws and subject to the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed).
The Holder acknowledges and agrees that the Company may require, as a condition to any transfer of this Note or any Conversion Shares, an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer does not require registration under the Securities Act or any applicable state securities laws.
(b) Legend.  Each certificate or book-entry position representing Conversion Shares issued upon conversion of this Note shall bear a restrictive legend substantially in the form set forth at the beginning of this Note (or such other legend as may be required by applicable securities laws or the Company's transfer agent) until such time as such Conversion Shares have been registered under the Securities Act or are eligible for sale without restriction or limitation under Rule 144 (including, without limitation, the requirements of Rule 144(c) and (d), as applicable). The Company shall cooperate with the Holder in removing such legend promptly upon the Holder's request when such legend is no longer required under applicable securities laws.
Section 10. Representations of the Holder
The Holder hereby represents and warrants to the Company as follows, as of the date hereof and as of the date of any conversion of this Note:
(a) 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.
(b) Investment Intent. The Holder is acquiring this Note (and, upon conversion, the Conversion Shares) for its own account, for investment purposes only, and not with a view to, or for resale in connection with, the distribution thereof within the meaning of the Securities Act. The Holder does not presently have any agreement, plan, or understanding, directly or indirectly, with any person or entity to distribute or effect any distribution of this Note or any Conversion Shares.
(c) Sophistication and Experience. The Holder has such knowledge, sophistication, and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment represented by this Note. The Holder has conducted its own independent investigation and analysis of the Company and its business, operations, assets, liabilities, results of operations, financial condition, and prospects, and has made its own investment decision based upon such investigation and analysis and not in reliance upon any representations or warranties of the Company other than those expressly set forth in the Purchase Agreement.
(d) Ability to Bear Risk. The Holder is able to bear the economic risk of its investment in this Note for an indefinite period of time and can afford the complete loss of such investment. The Holder understands that this Note and the Conversion Shares are speculative investments and involve a high degree of risk of loss.
(e) Access to Information. The Holder has had access to such information regarding the Company and its business, operations, financial condition, and prospects as the Holder has deemed necessary or appropriate in connection with its decision to acquire this Note. The Holder has had the opportunity to ask questions of, and receive answers from, the officers and directors of the Company regarding the terms and conditions of this investment and the business and financial condition of the Company, and all such questions have been answered to the Holder's satisfaction.
Section 11. Miscellaneous
(a) Governing Law.
This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.
(b) Jurisdiction.  Any suit, action, or proceeding arising out of or relating to this Note or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware; provided, that if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over such suit, action, or proceeding, such suit, action, or proceeding shall be brought in the Superior Court of the State of Delaware (Complex Commercial Litigation Division); and provided further, that if neither the Court of Chancery nor the Superior Court of the State of Delaware has subject matter jurisdiction over such suit, action, or proceeding, such suit, action, or proceeding shall be brought in the United States District Court for the District of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, or proceeding and irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action, or proceeding is brought in an inconvenient forum, or that the venue of the suit, action, or proceeding is improper.
(c) Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE EFFECT OF THIS WAIVER PROVISION.
(d) Notices.  All notices, requests, consents, demands, and other communications required or permitted under this Note shall be in writing and shall be deemed to have been duly given when (i) delivered personally, (ii) sent by nationally recognized overnight courier service (with tracking capability), (iii) sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) sent by electronic mail (with confirmation of receipt), in each case addressed as follows (or to such other address as a party may designate in writing in accordance with this Section 11(d)):
If to the Company:
Genome Dx Therapeutics Inc. 450 Pinnacle Drive, Suite 300 South San Francisco, CA 94080
Attention: Priya Raghunathan, General Counsel & Corporate Secretary
Email: praghunathan@genomedx.com
If to the Holder:
At the address set forth on the signature page hereto or at the address set forth for such Holder in the Purchase Agreement, or at such other address as the Holder may designate in writing from time to time.
Any notice delivered personally or by overnight courier shall be deemed given on the date of delivery. Any notice sent by registered or certified mail shall be deemed given on the third (3rd) business day following the date of mailing. Any notice sent by electronic mail shall be deemed given on the date of transmission, provided that the sender does not receive an automated notification of non-delivery.
(e) Amendments and Waivers.
Any provision of this Note may be amended, modified, or waived only with the prior written consent of the Company and the Majority Holders; provided, however, that no such amendment, modification, or waiver shall, without the prior written consent of the Holder directly affected thereby:
(i) reduce the principal amount of this Note;
(ii) reduce the rate of interest payable on this Note or change the method of computing interest;
(iii) extend the Maturity Date of this Note;
(iv) increase the Conversion Price or the Valuation Cap Price applicable to this Note;
(v) reduce the Change of Control Premium payable to the Holder under Section 5; or
(vi) modify this Section 11(e) or the definition of "Majority Holders."
Any amendment, modification, or waiver effected in accordance with this Section 11(e) shall be binding upon each Holder of a Note, each future holder of a Note, and the Company. No failure or delay by any Holder in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.
(f) Successors and Assigns.
This Note shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of the Holder and its successors and permitted assigns. The Company may not assign or delegate its obligations under this Note without the prior written consent of the Majority Holders.
(g) Severability.  If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction, and this Note shall be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein but only to the extent necessary to render such provision or this Note valid, legal, and enforceable.
(h) Headings.  The headings and captions used in this Note are included for convenience of reference only and shall not be construed to define, limit, or affect the construction or interpretation of any provision of this Note.
(i) Entire Agreement.
This Note, together with the Purchase Agreement and the other documents, instruments, and agreements executed and delivered in connection therewith, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to such subject matter.
(j) Paying Agent.
Meridian Pacific Bank, N.A. shall serve as the paying agent (the "Paying Agent") for all payments of principal and interest due under this Note. All payments of principal and interest on this Note shall be made by the Company to or through the Paying Agent for the account of the Holder. The Company may change the Paying Agent upon not less than thirty (30) days' prior written notice to the Holder, provided that the successor Paying Agent shall be a national banking association or a state-chartered bank with trust powers and combined capital and surplus of not less than $500,000,000.
(k) Cancellation.  Upon payment in full of all amounts of principal and interest due hereunder, or upon the full conversion of this Note into Conversion Shares in accordance with Section 4 hereof, this Note shall be surrendered to the Company and shall be cancelled and shall no longer be deemed outstanding for any purpose. The Company shall not be required to make any further payments under this Note following such cancellation, and the Holder shall have no further rights under this Note other than with respect to the Conversion Shares issued upon conversion (if applicable).
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Senior Unsecured Convertible Promissory Note to be duly executed and delivered by its authorized officer as of the date first written above.
GENOME DX THERAPEUTICS INC.
By: ________
Name: Dr. Marcus Avellino, Ph.D., MBA
Title: Chief Executive Officer & Co-Founder
ACCEPTED AND AGREED:
[PINNACLE BIOVENTURES FUND III, L.P. / CORMORANT HEALTH CAPITAL PARTNERS, L.P. / ALDER CREEK LIFE SCIENCES FUND II, L.P.]
By: [Pinnacle BioVentures Management III, LLC / Cormorant Health Capital Management, LLC / Alder Creek Life Sciences Management II, LLC], its General Partner
By: ________
Name: [Jonathan Merriweather / Victor Nakamura / Katharine Ostrowski]
Title: [Managing Director / Managing Partner / General Partner]
Address for Notices:
________________________________________
________________________________________
________________________________________
Attention: ________
Email: ________
Principal Amount of this Note: $__
[Signature Page to Senior Unsecured Convertible Promissory Note]
Principal Amount: $__ | Date of Issuance: April 22, 2024 (the "Closing Date")

EXHIBIT A

FORM OF SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE

SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE

GENOME DX THERAPEUTICS INC.

ACCEPTED AND AGREED:

Record

Parties

Dates

Amounts