SECRETARY'S CERTIFICATE
OF
GENOME DX THERAPEUTICS INC.
September 12, 2025
Delivered pursuant to Section 5.03(d) of the Note Purchase Agreement, dated as of September 12, 2025 (the "Agreement"), by and among Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), and the Purchasers listed on the Schedule of Purchasers attached thereto.
The undersigned, Priya Raghavan, General Counsel and Assistant Secretary of Genome Dx Therapeutics Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), hereby certifies, in connection with the closing of the transactions contemplated by that certain Note Purchase Agreement, dated as of September 12, 2025 (the "Agreement"), by and among the Company and the Purchasers listed on the Schedule of Purchasers attached thereto (each, a "Purchaser" and collectively, the "Purchasers"), relating to the issuance and sale by the Company of Convertible Promissory Notes (the "Notes") in an aggregate principal amount of Eight Million Dollars ($8,000,000), as follows:
The certifications set forth herein are made solely on behalf of the Company and not in any individual capacity of the undersigned. The undersigned is duly authorized to deliver this Secretary's Certificate (this "Certificate") on behalf of the Company pursuant to the authority granted by the Board of Directors of the Company. This Certificate is delivered as a condition to the obligation of the Purchasers to consummate the closing of the purchase and sale of the Notes under the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
1. Certificate of Incorporation.
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as amended to date (including all certificates of amendment and all certificates of designation filed in connection with any series of the Company's Preferred Stock), as currently on file with the Secretary of State of the State of Delaware. The Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment attached hereto as part of Exhibit A, and no proceedings for any such amendment, restatement, supplementation, or modification are pending or contemplated as of the date of this Certificate.
The full legal name of the Company as reflected in the Certificate of Incorporation is "Genome Dx Therapeutics Inc." The Company was incorporated in the State of Delaware. The registered agent of the Company in the State of Delaware is Pacific Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, and such registered agent designation remains in full force and effect as of the date hereof.
2. Bylaws.
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as amended to date and currently in full force and effect. The Bylaws have not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment attached hereto as part of Exhibit B, and no proceedings for any such amendment, restatement, supplementation, or other modification of the Bylaws are pending or contemplated as of the date of this Certificate.
3. Board Written Consent.
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the Action by Written Consent of the Board of Directors of the Company, dated September 11, 2025 (the "Board Consent"). The Board Consent was duly adopted in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"), including without limitation Section 141(f) thereof, and in accordance with the Company's Certificate of Incorporation and Bylaws.
As of the date hereof, the Board of Directors of the Company consists of five (5) directors, who are the following individuals:
(i) Dr. Lena Vasquez;
(ii) Dr. Franklin Osei;
(iii) Nadia Chowdhury;
(iv) James Calloway; and
(v) Dr. Renata Moss.
In connection with the approval of the transactions contemplated by the Agreement, Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway were each recused from the vote and abstained from voting on the matters set forth in the Board Consent due to their respective interests in the transactions contemplated by the Agreement as Purchasers thereunder (or as affiliates of Purchasers thereunder). The Board Consent was unanimously approved by the two (2) disinterested directors of the Company, Nadia Chowdhury and Dr. Renata Moss, constituting all of the disinterested directors of the Board of Directors as of such date, in compliance with the requirements of the DGCL and the Company's Certificate of Incorporation and Bylaws applicable to the approval of interested-party transactions.
The Board Consent has not been rescinded, amended, supplemented, or otherwise modified in any respect and remains in full force and effect as of the date hereof. No action has been taken by the Board of Directors or by any committee thereof to rescind, amend, supplement, or otherwise modify the Board Consent, and no proceedings for any such rescission, amendment, supplementation, or modification are pending or contemplated.
The Board Consent authorizes, among other things:
(a) the execution, delivery, and performance by the Company of the Agreement and the Notes, and each of the other agreements, documents, instruments, and certificates contemplated thereby or required to be delivered in connection therewith (collectively, the "Transaction Documents");
(b) the issuance and sale by the Company of the Notes to the Purchasers in an aggregate principal amount of Eight Million Dollars ($8,000,000), bearing interest at a rate of seven hundred (700) basis points (7.00%) per annum, with a maturity date of March 12, 2027;
(c) the reservation from the Company's authorized but unissued shares of Preferred Stock of a sufficient number of shares of Preferred Stock issuable upon conversion of the Notes in accordance with their terms; and
(d) the taking of all actions and the execution and delivery of all documents, instruments, and certificates as may be necessary, appropriate, or desirable to consummate the transactions contemplated by the Agreement and the other Transaction Documents.
4. Incumbency and Authorized Signatories.
The undersigned hereby certifies that the following persons are the duly elected or appointed officers of the Company, holding the offices set forth opposite their respective names below, and that each such person has been duly authorized by the Board Consent to execute and deliver the Agreement, the Notes, and any and all other Transaction Documents, agreements, instruments, certificates, and other documents required to be executed and delivered on behalf of the Company in connection with the transactions contemplated by the Agreement:
Each of the foregoing officers was duly elected or appointed to his or her respective office in accordance with the Company's Certificate of Incorporation, Bylaws, and applicable law, and is qualified to serve in such capacity as of the date hereof. The specimen signatures set forth above are the true and genuine signatures of such officers.
5. Good Standing.
The undersigned hereby certifies that attached hereto as Exhibit D is a certificate of good standing (or certificate of status, as applicable) of the Company issued by the Secretary of State of the State of Delaware, dated not more than five (5) business days prior to the date hereof. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California, where its principal offices and headquarters are located at 4710 Torrey Pines Road, Suite 300, San Diego, California 92130, and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company or its ability to consummate the transactions contemplated by the Agreement.
6. No Conflicts; No Proceedings.
The undersigned hereby certifies that the execution, delivery, and performance by the Company of the Agreement and the Notes, and the consummation of the transactions contemplated thereby, including, without limitation, the issuance of the Notes and the reservation of shares of Preferred Stock issuable upon conversion thereof, do not and will not:
(a) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of the Company, each as amended to date and currently in effect;
(b) conflict with, result in a breach or violation of, or constitute (with or without notice or lapse of time or both) a default under, any material agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound; or
(c) violate any order, judgment, injunction, decree, statute, law, rule, or regulation of any court, arbitrator, or governmental authority applicable to the Company or any of its properties or assets.
No action, suit, claim, investigation, inquiry, or proceeding is pending or, to the knowledge of the undersigned (after due inquiry of the Company's officers and review of the Company's records), threatened against the Company before any court, arbitrator, governmental body, or regulatory authority that (i) seeks to restrain, enjoin, prevent, or prohibit the consummation of the transactions contemplated by the Agreement or (ii) would reasonably be expected to prevent or materially impair the Company's ability to perform its obligations under the Agreement, the Notes, or any of the other Transaction Documents.
7. Required Consents Obtained.
The undersigned hereby certifies that all corporate and stockholder approvals, consents, and waivers required in connection with the execution, delivery, and performance of the Agreement and the Notes, and the consummation of the transactions contemplated thereby, have been duly and validly obtained and are in full force and effect as of the date hereof, including without limitation:
(a) The written consent of holders of a majority of the outstanding shares of Series B Preferred Stock, as required pursuant to Section 4.8(b) of the Investor Rights Agreement, dated as of August 15, 2023, by and among the Company and the investors party thereto (the "Series B IRA"), consenting to the incurrence by the Company of indebtedness in excess of Two Million Dollars ($2,000,000). Such consent has been duly and validly obtained from Stonebridge Capital Partners Fund III, L.P., holding 18,900,000 shares of Series B Preferred Stock, representing approximately sixty and two-tenths percent (60.2%) of the 31,400,000 outstanding shares of Series B Preferred Stock of the Company as of the date hereof, which constitutes a majority of the outstanding shares of Series B Preferred Stock required under the Series B IRA.
(b) The written consent of holders of a majority of the outstanding shares of Series A Preferred Stock, as required pursuant to Section 4.6(c) of the Investor Rights Agreement, dated as of March 22, 2021, by and among the Company and the investors party thereto (the "Series A IRA"), consenting to the incurrence by the Company of indebtedness in excess of Five Million Dollars ($5,000,000). Such consent has been duly and validly obtained from Whitepine Ventures Fund II, L.P., holding 15,800,000 shares of Series A Preferred Stock, representing approximately sixty-nine and nine-tenths percent (69.9%) of the 22,600,000 outstanding shares of Series A Preferred Stock of the Company as of the date hereof, which constitutes a majority of the outstanding shares of Series A Preferred Stock required under the Series A IRA. Such consent was dated September 10, 2025 and remains in full force and effect as of the date hereof.
No other stockholder approval, consent, or waiver, and no other third-party approval, consent, or waiver (including, without limitation, under any credit agreement, loan agreement, or other financing arrangement to which the Company is a party), is required in connection with the transactions contemplated by the Agreement that has not been duly and validly obtained prior to the date hereof.
Exhibits. The following Exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Certificate of Incorporation of Genome Dx Therapeutics Inc. (as amended to date, including all certificates of amendment and certificates of designation)
Exhibit B — Bylaws of Genome Dx Therapeutics Inc. (as amended to date)
Exhibit C — Action by Written Consent of the Board of Directors of Genome Dx Therapeutics Inc., dated September 11, 2025
Exhibit D — Certificate of Good Standing from the Secretary of State of the State of Delaware
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of September 12, 2025.
GENOME DX THERAPEUTICS INC.
By: ________
Name: Priya Raghavan
Title: General Counsel and Assistant Secretary
Address:
4710 Torrey Pines Road, Suite 300 San Diego, California 92130
| Name | Title | Specimen Signature |
| Marcus Eaton | Chief Financial Officer | _____ |
| Priya Raghavan | General Counsel and Assistant Secretary | _____ |