[sheet: Closing Checklist]

Item No.	Document Description	Responsible Party	Due Date	Status	Notes
1	Note Purchase Agreement (execution version) — dated September 12, 2025, among Genome Dx Therapeutics Inc. and the Purchasers, governing the issuance and sale of convertible promissory notes in aggregate principal amount of $8,000,000	Calderwood & Harkness LLP (drafting); Ashford, Blake & Tan LLP (review on behalf of Purchasers)	September 12, 2025	Final / Executed	Governed by Delaware law. Four Purchasers: Dr. Lena Vasquez, Dr. Franklin Osei, James Calloway, and Stonebridge Capital Partners Fund III, L.P. Includes Exhibits A (Form of Note) and B (Schedule of Purchasers). Securities exempt under Section 4(a)(2) and Rule 506(b) of Regulation D.
2	Convertible Promissory Notes (4 notes) — Exhibit A to the NPA, individual notes issued to each Purchaser	Calderwood & Harkness LLP (drafting); executed by Company officers Marcus Eaton (CFO) and Priya Raghavan (General Counsel)	September 12, 2025	Final / Executed	Note 1: Dr. Lena Vasquez — $1,500,000; Note 2: Dr. Franklin Osei — $500,000; Note 3: James Calloway — $1,000,000; Note 4: Stonebridge Capital Partners Fund III, L.P. — $5,000,000. Interest rate: 7.00% per annum (700 bps), simple interest, 365-day year. Maturity: March 12, 2027 (18 months). Automatic conversion upon Qualified Financing (≥$25,000,000 gross proceeds) at lesser of 20% discount or $95,000,000 valuation cap price (~$0.8422/share). Optional conversion at maturity into Series B-1 Preferred at cap price. Change of Control: 2.0× principal plus accrued interest or conversion. Unsecured; subordinated to up to $3,000,000 senior indebtedness.
3	Schedule of Purchasers (Exhibit B to NPA)	Calderwood & Harkness LLP	September 12, 2025	Final	Lists purchaser names, addresses, and commitment amounts. (1) Dr. Lena Vasquez, 2288 La Jolla Scenic Drive, La Jolla, CA 92037 — $1,500,000; (2) Dr. Franklin Osei, 815 Prospect Street, Unit 4A, La Jolla, CA 92037 — $500,000; (3) James Calloway, 390 Park Avenue, 18th Floor, New York, NY 10022 — $1,000,000; (4) Stonebridge Capital Partners Fund III, L.P., 390 Park Avenue, 18th Floor, New York, NY 10022 — $5,000,000. Aggregate: $8,000,000.
4	Action by Written Consent of the Board of Directors of Genome Dx Therapeutics Inc. — dated September 11, 2025	Calderwood & Harkness LLP (drafting); GenomeDx Board (execution)	September 11, 2025	Executed	Approved by disinterested directors Nadia Chowdhury and Dr. Renata Moss (2 of 2 disinterested directors). Interested directors Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway recused. Authorizes issuance of $8,000,000 convertible notes, execution of NPA and ancillary documents. Authorizes Marcus Eaton (CFO) and Priya Raghavan (General Counsel) to execute on behalf of the Company.
5	Written Consent of Holders of Series B Preferred Stock — Consent to Debt Incurrence >$2,000,000 (per Series B IRA dated August 15, 2023)	Ashford, Blake & Tan LLP (coordination); Stonebridge Capital Partners Fund III, L.P. (execution)	September 10, 2025	Executed	Executed by James Calloway as Managing Partner of Stonebridge Capital Management III LLC, general partner of Stonebridge Capital Partners Fund III, L.P. Stonebridge holds 18,900,000 of 31,400,000 Series B Preferred shares (~60.2%), constituting majority consent. Consents to incurrence of $8,000,000 convertible note indebtedness.
6	Written Consent of Holders of Series A Preferred Stock — Consent to Debt Incurrence >$5,000,000 (per Series A IRA dated March 22, 2021)	Ashford, Blake & Tan LLP / Calderwood & Harkness LLP (coordination); Whitepine Ventures Fund II, L.P. (execution)	September 10, 2025	Executed	Executed by Nadia Chowdhury as Managing Director of Whitepine Ventures Management LLC, general partner of Whitepine Ventures Fund II, L.P. Whitepine holds 15,800,000 of 22,600,000 Series A Preferred shares (~69.9%), constituting majority consent. Consents to incurrence of $8,000,000 convertible note indebtedness. Whitepine is not a noteholder in this transaction.
7	Secretary's Certificate of Genome Dx Therapeutics Inc. — dated September 12, 2025	Priya Raghavan (General Counsel and Assistant Secretary), GenomeDx	September 12, 2025	Executed	Certifies: (i) Certificate of Incorporation (as amended) and Bylaws are true and complete (attached); (ii) Board written consent dated September 11, 2025 duly adopted; (iii) incumbency and specimen signatures of authorized officers (Marcus Eaton, CFO; Priya Raghavan, General Counsel); (iv) good standing in Delaware. Delivered as condition to Purchasers' funding obligation.
7A	Attachment to Secretary's Certificate — Certificate of Incorporation (as amended)	GenomeDx	September 12, 2025	Attached	Delaware corporation; incorporated 2018. EIN: 84-3921076. Registered Agent: Pacific Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801.
7B	Attachment to Secretary's Certificate — Bylaws	GenomeDx	September 12, 2025	Attached	Current bylaws of Genome Dx Therapeutics Inc.
7C	Attachment to Secretary's Certificate — Board Written Consent (Sept. 11, 2025)	GenomeDx	September 12, 2025	Attached	Copy of Item 4 above.
7D	Attachment to Secretary's Certificate — Good Standing Certificate (Delaware)	Secretary of State, State of Delaware	September 12, 2025	Received	Certificate of good standing for Genome Dx Therapeutics Inc. from Delaware Secretary of State.
8	Legal Opinion of Calderwood & Harkness LLP — dated September 12, 2025	Calderwood & Harkness LLP (Howard Quinn, Responsible Partner)	September 12, 2025	Delivered	Addressed to the Purchasers. Opines: (1) GDT duly incorporated, validly existing, in good standing in Delaware; (2) NPA and Notes duly authorized, executed, delivered, valid and binding (subject to customary bankruptcy/equitable/public policy exceptions); (3) issuance does not violate Certificate of Incorporation, Bylaws, or Delaware law; (4) Preferred Stock issuable upon conversion duly reserved and, when issued, will be validly issued, fully paid, non-assessable.
9	Wire Transfer Instructions and Confirmation of Receipt of Funds	Calderwood & Harkness LLP (preparation of instructions memo); GenomeDx / Marcus Eaton (confirmation of receipt)	September 12, 2025	Funds Received / Confirmed	Four incoming wires totaling $8,000,000 to Genome Dx Therapeutics Inc. operating account. (1) Dr. Lena Vasquez — $1,500,000; (2) Dr. Franklin Osei — $500,000; (3) James Calloway — $1,000,000; (4) Stonebridge Capital Partners Fund III, L.P. — $5,000,000. No escrow arrangement. Confirmation of receipt is a condition to delivery of the Notes. Company HQ: 4710 Torrey Pines Road, Suite 300, San Diego, CA 92130.
10	Accredited Investor Questionnaires (4 purchasers)	Ashford, Blake & Tan LLP (coordination with Purchasers); Calderwood & Harkness LLP (review)	September 12, 2025	Received (all 4)	Questionnaires completed by: (1) Dr. Lena Vasquez; (2) Dr. Franklin Osei; (3) James Calloway; (4) Stonebridge Capital Partners Fund III, L.P. (Delaware LP; EIN 87-2104538; GP: Stonebridge Capital Management III LLC). All 4 purchasers confirmed as accredited investors. No general solicitation. Exemption: Section 4(a)(2) and Rule 506(b) of Regulation D.
11	Compliance Certificate	GenomeDx / Marcus Eaton (CFO)	September 12, 2025	Executed	Officer's certificate confirming Company's compliance with conditions to closing, accuracy of representations and warranties, and no material adverse change. Confirms Company's capitalization: ~48.2M common shares, 22.6M Series A Preferred shares, 31.4M Series B Preferred shares, fully diluted ~112,800,000 shares. 409A FMV: $1.18/share common (as of June 30, 2025, per Ridgeline Valuation Partners LLC).

[sheet: Key Transaction Summary]

Field	Value
Transaction	Convertible Promissory Note Financing (Bridge to Series C)
Issuer	Genome Dx Therapeutics Inc., a Delaware corporation
Issuer HQ	4710 Torrey Pines Road, Suite 300, San Diego, CA 92130
Issuer EIN	84-3921076
Aggregate Principal Amount	$8,000,000
Number of Notes	4
Interest Rate	7.00% per annum (700 bps), simple interest, 365-day year
Maturity Date	March 12, 2027 (18 months from issuance)
Valuation Cap	$95,000,000 (pre-money)
Discount	20% (conversion at 80% of Qualified Financing price)
Qualified Financing Threshold	$25,000,000 minimum gross proceeds (excluding note conversion)
Cap Price Per Share (illustrative)	~$0.8422 ($95,000,000 ÷ 112,800,000 fully diluted shares)
Closing Date	September 12, 2025
Governing Law	State of Delaware
Securities Exemption	Section 4(a)(2) of the Securities Act of 1933; Rule 506(b) of Regulation D
Issuer's Counsel	Calderwood & Harkness LLP, 555 Mission Street, Suite 3200, San Francisco, CA 94105
C&H Matter Number	1013-00003
C&H Engagement Team	Howard Quinn (Responsible Partner); Patricia Dunmore (Billing Partner); Wendy Schultz (Lead Associate); Omar Siddiqui (Working Associate)
Noteholders' Counsel	Ashford, Blake & Tan LLP, 1999 Avenue of the Stars, Suite 2700, Los Angeles, CA 90067 — Daniel Nakamura (Partner), Stephanie Forrest (Associate)
Company Auditor	Carver & Hollis LLP, 101 Second Street, Suite 1800, San Francisco, CA 94105 — Rachel Dimitriou, CPA
409A Valuation Firm	Ridgeline Valuation Partners LLC — Thomas Greenfield, ASA; $1.18/share common as of June 30, 2025
Transfer Agent	Meridian Transfer Services Inc., 44 Wall Street, 6th Floor, New York, NY 10005
Delaware Registered Agent	Pacific Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801
Prepared By	Omar Siddiqui, Calderwood & Harkness LLP

[sheet: Purchaser Details]

Purchaser No.	Purchaser Name	Role / Relationship to Issuer	Entity Type	Address	Note Commitment Amount	Percentage of Aggregate Principal	Interested Director?	Accredited Investor Questionnaire Received
1	Dr. Lena Vasquez, Ph.D.	CEO, Co-Founder, Director of GenomeDx	Individual	2288 La Jolla Scenic Drive, La Jolla, CA 92037	$1,500,000	18.75%	Yes — recused from Board vote	Yes
2	Dr. Franklin Osei, Ph.D.	CSO, Co-Founder, Director of GenomeDx	Individual	815 Prospect Street, Unit 4A, La Jolla, CA 92037	$500,000	6.25%	Yes — recused from Board vote	Yes
3	James Calloway	Managing Partner, Stonebridge Capital Partners; Series B Board Director of GenomeDx	Individual	390 Park Avenue, 18th Floor, New York, NY 10022	$1,000,000	12.50%	Yes — recused from Board vote	Yes
4	Stonebridge Capital Partners Fund III, L.P.	Series B lead investor; affiliated with James Calloway; GP: Stonebridge Capital Management III LLC; EIN: 87-2104538	Delaware limited partnership	390 Park Avenue, 18th Floor, New York, NY 10022	$5,000,000	62.50%	N/A (entity; Calloway recused as affiliated director)	Yes
TOTAL	All Purchasers (4)	—	—	—	$8,000,000	100.00%	—	All 4 Received

[sheet: Closing Checklist]
Item No. | Document Description | Responsible Party | Due Date | Status | Notes
1 | Note Purchase Agreement (execution version) — dated September 12, 2025, among Genome Dx Therapeutics Inc. and the Purchasers, governing the issuance and sale of convertible promissory notes in aggregate principal amount of $8,000,000 | Calderwood & Harkness LLP (drafting); Ashford, Blake & Tan LLP (review on behalf of Purchasers) | September 12, 2025 | Final / Executed | Governed by Delaware law. Four Purchasers: Dr. Lena Vasquez, Dr. Franklin Osei, James Calloway, and Stonebridge Capital Partners Fund III, L.P. Includes Exhibits A (Form of Note) and B (Schedule of Purchasers). Securities exempt under Section 4(a)(2) and Rule 506(b) of Regulation D.
2 | Convertible Promissory Notes (4 notes) — Exhibit A to the NPA, individual notes issued to each Purchaser | Calderwood & Harkness LLP (drafting); executed by Company officers Marcus Eaton (CFO) and Priya Raghavan (General Counsel) | September 12, 2025 | Final / Executed | Note 1: Dr. Lena Vasquez — $1,500,000; Note 2: Dr. Franklin Osei — $500,000; Note 3: James Calloway — $1,000,000; Note 4: Stonebridge Capital Partners Fund III, L.P. — $5,000,000. Interest rate: 7.00% per annum (700 bps), simple interest, 365-day year. Maturity: March 12, 2027 (18 months). Automatic conversion upon Qualified Financing (≥$25,000,000 gross proceeds) at lesser of 20% discount or $95,000,000 valuation cap price (~$0.8422/share). Optional conversion at maturity into Series B-1 Preferred at cap price. Change of Control: 2.0× principal plus accrued interest or conversion. Unsecured; subordinated to up to $3,000,000 senior indebtedness.
3 | Schedule of Purchasers (Exhibit B to NPA) | Calderwood & Harkness LLP | September 12, 2025 | Final | Lists purchaser names, addresses, and commitment amounts. (1) Dr. Lena Vasquez, 2288 La Jolla Scenic Drive, La Jolla, CA 92037 — $1,500,000; (2) Dr. Franklin Osei, 815 Prospect Street, Unit 4A, La Jolla, CA 92037 — $500,000; (3) James Calloway, 390 Park Avenue, 18th Floor, New York, NY 10022 — $1,000,000; (4) Stonebridge Capital Partners Fund III, L.P., 390 Park Avenue, 18th Floor, New York, NY 10022 — $5,000,000. Aggregate: $8,000,000.
4 | Action by Written Consent of the Board of Directors of Genome Dx Therapeutics Inc. — dated September 11, 2025 | Calderwood & Harkness LLP (drafting); GenomeDx Board (execution) | September 11, 2025 | Executed | Approved by disinterested directors Nadia Chowdhury and Dr. Renata Moss (2 of 2 disinterested directors). Interested directors Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway recused. Authorizes issuance of $8,000,000 convertible notes, execution of NPA and ancillary documents. Authorizes Marcus Eaton (CFO) and Priya Raghavan (General Counsel) to execute on behalf of the Company.
5 | Written Consent of Holders of Series B Preferred Stock — Consent to Debt Incurrence >$2,000,000 (per Series B IRA dated August 15, 2023) | Ashford, Blake & Tan LLP (coordination); Stonebridge Capital Partners Fund III, L.P. (execution) | September 10, 2025 | Executed | Executed by James Calloway as Managing Partner of Stonebridge Capital Management III LLC, general partner of Stonebridge Capital Partners Fund III, L.P. Stonebridge holds 18,900,000 of 31,400,000 Series B Preferred shares (~60.2%), constituting majority consent. Consents to incurrence of $8,000,000 convertible note indebtedness.
6 | Written Consent of Holders of Series A Preferred Stock — Consent to Debt Incurrence >$5,000,000 (per Series A IRA dated March 22, 2021) | Ashford, Blake & Tan LLP / Calderwood & Harkness LLP (coordination); Whitepine Ventures Fund II, L.P. (execution) | September 10, 2025 | Executed | Executed by Nadia Chowdhury as Managing Director of Whitepine Ventures Management LLC, general partner of Whitepine Ventures Fund II, L.P. Whitepine holds 15,800,000 of 22,600,000 Series A Preferred shares (~69.9%), constituting majority consent. Consents to incurrence of $8,000,000 convertible note indebtedness. Whitepine is not a noteholder in this transaction.
7 | Secretary's Certificate of Genome Dx Therapeutics Inc. — dated September 12, 2025 | Priya Raghavan (General Counsel and Assistant Secretary), GenomeDx | September 12, 2025 | Executed | Certifies: (i) Certificate of Incorporation (as amended) and Bylaws are true and complete (attached); (ii) Board written consent dated September 11, 2025 duly adopted; (iii) incumbency and specimen signatures of authorized officers (Marcus Eaton, CFO; Priya Raghavan, General Counsel); (iv) good standing in Delaware. Delivered as condition to Purchasers' funding obligation.
7A | Attachment to Secretary's Certificate — Certificate of Incorporation (as amended) | GenomeDx | September 12, 2025 | Attached | Delaware corporation; incorporated 2018. EIN: 84-3921076. Registered Agent: Pacific Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801.
7B | Attachment to Secretary's Certificate — Bylaws | GenomeDx | September 12, 2025 | Attached | Current bylaws of Genome Dx Therapeutics Inc.
7C | Attachment to Secretary's Certificate — Board Written Consent (Sept. 11, 2025) | GenomeDx | September 12, 2025 | Attached | Copy of Item 4 above.
7D | Attachment to Secretary's Certificate — Good Standing Certificate (Delaware) | Secretary of State, State of Delaware | September 12, 2025 | Received | Certificate of good standing for Genome Dx Therapeutics Inc. from Delaware Secretary of State.
8 | Legal Opinion of Calderwood & Harkness LLP — dated September 12, 2025 | Calderwood & Harkness LLP (Howard Quinn, Responsible Partner) | September 12, 2025 | Delivered | Addressed to the Purchasers. Opines: (1) GDT duly incorporated, validly existing, in good standing in Delaware; (2) NPA and Notes duly authorized, executed, delivered, valid and binding (subject to customary bankruptcy/equitable/public policy exceptions); (3) issuance does not violate Certificate of Incorporation, Bylaws, or Delaware law; (4) Preferred Stock issuable upon conversion duly reserved and, when issued, will be validly issued, fully paid, non-assessable.
9 | Wire Transfer Instructions and Confirmation of Receipt of Funds | Calderwood & Harkness LLP (preparation of instructions memo); GenomeDx / Marcus Eaton (confirmation of receipt) | September 12, 2025 | Funds Received / Confirmed | Four incoming wires totaling $8,000,000 to Genome Dx Therapeutics Inc. operating account. (1) Dr. Lena Vasquez — $1,500,000; (2) Dr. Franklin Osei — $500,000; (3) James Calloway — $1,000,000; (4) Stonebridge Capital Partners Fund III, L.P. — $5,000,000. No escrow arrangement. Confirmation of receipt is a condition to delivery of the Notes. Company HQ: 4710 Torrey Pines Road, Suite 300, San Diego, CA 92130.
10 | Accredited Investor Questionnaires (4 purchasers) | Ashford, Blake & Tan LLP (coordination with Purchasers); Calderwood & Harkness LLP (review) | September 12, 2025 | Received (all 4) | Questionnaires completed by: (1) Dr. Lena Vasquez; (2) Dr. Franklin Osei; (3) James Calloway; (4) Stonebridge Capital Partners Fund III, L.P. (Delaware LP; EIN 87-2104538; GP: Stonebridge Capital Management III LLC). All 4 purchasers confirmed as accredited investors. No general solicitation. Exemption: Section 4(a)(2) and Rule 506(b) of Regulation D.
11 | Compliance Certificate | GenomeDx / Marcus Eaton (CFO) | September 12, 2025 | Executed | Officer's certificate confirming Company's compliance with conditions to closing, accuracy of representations and warranties, and no material adverse change. Confirms Company's capitalization: ~48.2M common shares, 22.6M Series A Preferred shares, 31.4M Series B Preferred shares, fully diluted ~112,800,000 shares. 409A FMV: $1.18/share common (as of June 30, 2025, per Ridgeline Valuation Partners LLC).
[sheet: Key Transaction Summary]
Field | Value
Transaction | Convertible Promissory Note Financing (Bridge to Series C)
Issuer | Genome Dx Therapeutics Inc., a Delaware corporation
Issuer HQ | 4710 Torrey Pines Road, Suite 300, San Diego, CA 92130
Issuer EIN | 84-3921076
Aggregate Principal Amount | $8,000,000
Number of Notes | 4
Interest Rate | 7.00% per annum (700 bps), simple interest, 365-day year
Maturity Date | March 12, 2027 (18 months from issuance)
Valuation Cap | $95,000,000 (pre-money)
Discount | 20% (conversion at 80% of Qualified Financing price)
Qualified Financing Threshold | $25,000,000 minimum gross proceeds (excluding note conversion)
Cap Price Per Share (illustrative) | ~$0.8422 ($95,000,000 ÷ 112,800,000 fully diluted shares)
Closing Date | September 12, 2025
Governing Law | State of Delaware
Securities Exemption | Section 4(a)(2) of the Securities Act of 1933; Rule 506(b) of Regulation D
Issuer's Counsel | Calderwood & Harkness LLP, 555 Mission Street, Suite 3200, San Francisco, CA 94105
C&H Matter Number | 1013-00003
C&H Engagement Team | Howard Quinn (Responsible Partner); Patricia Dunmore (Billing Partner); Wendy Schultz (Lead Associate); Omar Siddiqui (Working Associate)
Noteholders' Counsel | Ashford, Blake & Tan LLP, 1999 Avenue of the Stars, Suite 2700, Los Angeles, CA 90067 — Daniel Nakamura (Partner), Stephanie Forrest (Associate)
Company Auditor | Carver & Hollis LLP, 101 Second Street, Suite 1800, San Francisco, CA 94105 — Rachel Dimitriou, CPA
409A Valuation Firm | Ridgeline Valuation Partners LLC — Thomas Greenfield, ASA; $1.18/share common as of June 30, 2025
Transfer Agent | Meridian Transfer Services Inc., 44 Wall Street, 6th Floor, New York, NY 10005
Delaware Registered Agent | Pacific Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801
Prepared By | Omar Siddiqui, Calderwood & Harkness LLP
[sheet: Purchaser Details]
Purchaser No. | Purchaser Name | Role / Relationship to Issuer | Entity Type | Address | Note Commitment Amount | Percentage of Aggregate Principal | Interested Director? | Accredited Investor Questionnaire Received
1 | Dr. Lena Vasquez, Ph.D. | CEO, Co-Founder, Director of GenomeDx | Individual | 2288 La Jolla Scenic Drive, La Jolla, CA 92037 | $1,500,000 | 18.75% | Yes — recused from Board vote | Yes
2 | Dr. Franklin Osei, Ph.D. | CSO, Co-Founder, Director of GenomeDx | Individual | 815 Prospect Street, Unit 4A, La Jolla, CA 92037 | $500,000 | 6.25% | Yes — recused from Board vote | Yes
3 | James Calloway | Managing Partner, Stonebridge Capital Partners; Series B Board Director of GenomeDx | Individual | 390 Park Avenue, 18th Floor, New York, NY 10022 | $1,000,000 | 12.50% | Yes — recused from Board vote | Yes
4 | Stonebridge Capital Partners Fund III, L.P. | Series B lead investor; affiliated with James Calloway; GP: Stonebridge Capital Management III LLC; EIN: 87-2104538 | Delaware limited partnership | 390 Park Avenue, 18th Floor, New York, NY 10022 | $5,000,000 | 62.50% | N/A (entity; Calloway recused as affiliated director) | Yes
TOTAL | All Purchasers (4) | — | — | — | $8,000,000 | 100.00% | — | All 4 Received

[sheet: Closing Checklist]

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