[sheet: Memo Header]

[sheet: Memo Header]
Field | Value
MEMORANDUM | FUNDS FLOW MEMORANDUM AND WIRE TRANSFER INSTRUCTIONS
Prepared By | Calderwood & Harkness LLP
C&H Address | 555 Mission Street, Suite 3200, San Francisco, CA 94105
Matter Number | 1013-00003
Prepared By (Attorney) | Omar Siddiqui, Working Associate
Reviewed By | Wendy Schultz, Lead Associate
Supervised By | Howard Quinn, Responsible Partner
Date | September 12, 2025
Client / Issuer | Genome Dx Therapeutics Inc.
Transaction | Issuance of Convertible Promissory Notes — Aggregate Principal Amount: $8,000,000
Transaction Document | Note Purchase Agreement, dated September 12, 2025
Closing Date | September 12, 2025
Noteholders' Counsel | Ashford, Blake & Tan LLP (Daniel Nakamura, Partner; Stephanie Forrest, Associate)
Noteholders' Counsel Address | 1999 Avenue of the Stars, Suite 2700, Los Angeles, CA 90067
Total Incoming Wires | 4
Aggregate Funds to be Received | $8,000,000
Escrow Arrangement | None — all funds wired directly to the Company's operating account
Funding Condition | Confirmation of receipt of all wire transfers is a condition precedent to the Company's delivery of the executed Convertible Promissory Notes to the Purchasers
Securities Exemption | Section 4(a)(2) of the Securities Act of 1933; Rule 506(b) of Regulation D
Number of Purchasers | 4 (all accredited investors; no general solicitation)
CONFIDENTIAL | This memorandum is for internal use by Calderwood & Harkness LLP and authorized representatives of Genome Dx Therapeutics Inc. only
[sheet: Incoming Wires — Purchasers]
Wire # | Purchaser Full Legal Name | Role / Relationship to Company | Address | Note Commitment Amount | Percentage of Aggregate Principal | Wire Reference Line | Expected Wire Date | Status
1 | Dr. Lena Vasquez | CEO, Co-Founder, Director — Individual Noteholder | 2288 La Jolla Scenic Drive, La Jolla, CA 92037 | $1,500,000 | 18.75% | GDT Convertible Note — Vasquez | September 12, 2025 | Pending
2 | Dr. Franklin Osei | CSO, Co-Founder, Director — Individual Noteholder | 815 Prospect Street, Unit 4A, La Jolla, CA 92037 | $500,000 | 6.25% | GDT Convertible Note — Osei | September 12, 2025 | Pending
3 | James Calloway | Managing Partner, Stonebridge Capital Partners; Series B Board Director — Individual Noteholder | 390 Park Avenue, 18th Floor, New York, NY 10022 | $1,000,000 | 12.50% | GDT Convertible Note — Calloway | September 12, 2025 | Pending
4 | Stonebridge Capital Partners Fund III, L.P. | Delaware Limited Partnership; Existing Series B Preferred Holder (18.9M shares); GP: Stonebridge Capital Management III LLC; Managing Partner: James Calloway | 390 Park Avenue, 18th Floor, New York, NY 10022 | $5,000,000 | 62.50% | GDT Convertible Note — Stonebridge Fund III | September 12, 2025 | Pending
TOTAL | $8,000,000 | 100.00% | Note: Calloway & affiliates combined = $6,000,000 (75.00%)
[sheet: Company Receiving Account]
Field | Detail
Beneficiary Name | Genome Dx Therapeutics Inc.
Beneficiary Address | 4710 Torrey Pines Road, Suite 300, San Diego, CA 92130
Bank Name | Coastline National Bank
Bank Address | 1200 Fifth Avenue, San Diego, CA 92101
ABA Routing Number | 021-084-579
Account Number | 8834-2201-7650
Account Type | Corporate Operating Account
SWIFT Code (International) | CLNBUS66
Reference / Memo Line | GenomeDx Convertible Note Closing — September 12, 2025
Contact for Wire Confirmation | Marcus Eaton, CFO — meaton@genomedx.com
Secondary Contact | Priya Raghavan, General Counsel — praghavan@genomedx.com
Company EIN (for bank reference) | 84-3921076
[sheet: Funds Flow Summary]
Step | Source | Destination | Amount | Description | Confirmation Required
1 | Dr. Lena Vasquez — Personal Account | Genome Dx Therapeutics Inc. — Coastline National Bank Operating Account | $1,500,000 | Wire of Note commitment — Vasquez individual note ($1,500,000 principal) | Wire confirmation receipt from Coastline National Bank
2 | Dr. Franklin Osei — Personal Account | Genome Dx Therapeutics Inc. — Coastline National Bank Operating Account | $500,000 | Wire of Note commitment — Osei individual note ($500,000 principal) | Wire confirmation receipt from Coastline National Bank
3 | James Calloway — Personal Account | Genome Dx Therapeutics Inc. — Coastline National Bank Operating Account | $1,000,000 | Wire of Note commitment — Calloway individual note ($1,000,000 principal) | Wire confirmation receipt from Coastline National Bank
4 | Stonebridge Capital Partners Fund III, L.P. — Fund Account | Genome Dx Therapeutics Inc. — Coastline National Bank Operating Account | $5,000,000 | Wire of Note commitment — Stonebridge Fund III note ($5,000,000 principal) | Wire confirmation receipt from Coastline National Bank
TOTAL | 4 Purchasers (aggregate) | Genome Dx Therapeutics Inc. — Coastline National Bank Operating Account (single destination) | $8,000,000 | Aggregate of all incoming wires — $8,000,000 total principal across 4 Convertible Promissory Notes | All 4 wire confirmations required prior to release of executed Notes
[sheet: Closing Conditions & Notes]
Item # | Instruction / Condition
1 | All four (4) wire transfers must be received and confirmed in the Company's Coastline National Bank operating account before executed Convertible Promissory Notes are released to the Purchasers.
2 | No escrow arrangement is being used for this transaction. Funds flow directly from each Purchaser to the Company.
3 | Upon receipt of all wires, Marcus Eaton (CFO) will confirm receipt to Calderwood & Harkness LLP and Ashford, Blake & Tan LLP via email.
4 | Following wire confirmation, the Company will deliver four (4) executed Convertible Promissory Notes: (i) Vasquez — $1,500,000; (ii) Osei — $500,000; (iii) Calloway — $1,000,000; (iv) Stonebridge Fund III — $5,000,000.
5 | The Notes bear interest at 7.00% per annum (700 basis points), simple interest, computed on a 365-day year, with a maturity date of March 12, 2027 (18 months from issuance).
6 | Total accrued interest at maturity (assuming no prior conversion): $8,000,000 × 7.00% × 1.5 years = $840,000. Total repayment obligation at maturity = $8,840,000.
7 | The Secretary's Certificate (executed by Priya Raghavan, General Counsel and Assistant Secretary) is to be delivered simultaneously at closing, certifying board authorization, incumbency, and good standing.
8 | Board Written Consent dated September 11, 2025 approving the note issuance was executed by disinterested directors Nadia Chowdhury and Dr. Renata Moss (Dr. Vasquez, Dr. Osei, and James Calloway recused as interested parties).
9 | Series B Preferred Written Consent obtained from Stonebridge Capital Partners Fund III, L.P. (18,900,000 shares; ~60.2% of Series B Preferred) for debt incurrence >$2,000,000, per Series B IRA dated August 15, 2023.
10 | Series A Preferred Written Consent obtained from Whitepine Ventures Fund II, L.P. (15,800,000 shares; ~69.9% of Series A Preferred) for debt incurrence >$5,000,000, per Series A IRA dated March 22, 2021. Consent delivered September 10, 2025.
11 | Accredited investor questionnaires have been completed by all four (4) Purchasers.
12 | Legal opinion of Calderwood & Harkness LLP to be delivered to Purchasers upon closing.
13 | Wire transfers should reference the closing date (September 12, 2025) and the purchaser name in the memo/reference field to facilitate identification.
14 | For any wire transfer issues, contact Omar Siddiqui (Calderwood & Harkness LLP) or Marcus Eaton (GenomeDx CFO).