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ACTION BY WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF GENOME DX THERAPEUTICS INC.

IN LIEU OF A SPECIAL MEETING

September 11, 2025

The undersigned, constituting all of the disinterested members of the Board of Directors (the "Board") of Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Bylaws of the Company, hereby adopt the following recitals and resolutions by written consent in lieu of a special meeting of the Board, without prior notice and without a meeting, such consent to be effective as of the date first set forth above.

RECITALS

WHEREAS, the Company is a Delaware corporation engaged in the development of next-generation CRISPR-based gene therapies for rare neurodegenerative disorders, with its principal offices located at 4710 Torrey Pines Road, Suite 300, San Diego, California 92130. The Company's lead product candidate, GDT-401, a CRISPR-based gene editing therapeutic targeting CLN3-related neuronal ceroid lipofuscinosis (Batten disease), is currently in a Phase 1b clinical trial pursuant to an Investigational New Drug Application filed with the United States Food and Drug Administration in March 2024;

WHEREAS, the Board currently consists of five (5) directors, as follows: (i) Dr. Lena Vasquez, who serves as the Company's Chief Executive Officer and Co-Founder; (ii) Dr. Franklin Osei, who serves as the Company's Chief Scientific Officer and Co-Founder; (iii) Nadia Chowdhury, who serves as the Series A Director and is the designee of Whitepine Ventures Fund II, L.P., pursuant to the Investor Rights Agreement dated March 22, 2021; (iv) James Calloway, who serves as the Series B Director and is the Managing Partner of the general partner of Stonebridge Capital Partners Fund III, L.P., designated pursuant to the Investor Rights Agreement dated August 15, 2023; and (v) Dr. Renata Moss, who serves as an Independent Director;

WHEREAS, as of September 2025, the Company has an estimated cash runway of approximately seven (7) months based on its current operating burn rate and projected expenditures, including costs associated with the ongoing Phase 1b clinical trial for GDT-401, general and administrative expenses, and planned preclinical activities for the Company's pipeline candidates. The Board has determined that it is in the best interests of the Company and its stockholders to raise bridge capital to extend the Company's cash runway while the Company pursues a Series C preferred stock financing that is anticipated to commence in the first quarter of 2026. The proposed bridge financing described herein would extend the Company's cash runway to approximately fourteen (14) months from the date of issuance, thereby providing the Company with sufficient operating capital to advance GDT-401 through completion of the Phase 1b trial and to prepare for the anticipated Series C financing on more favorable terms;

WHEREAS, the Board has reviewed a proposal for the Company to issue and sell convertible promissory notes (each, a "Note" and collectively, the "Notes") in an aggregate principal amount of Eight Million Dollars ($8,000,000) to the following purchasers (each, a "Purchaser" and collectively, the "Purchasers"), pursuant to a Note Purchase Agreement (the "Note Purchase Agreement"), on the terms and conditions set forth therein and summarized below:

WHEREAS, each of Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway is both a director of the Company and a Purchaser under the proposed transaction. In the case of Mr. Calloway, Mr. Calloway is a Purchaser in his individual capacity with respect to One Million Dollars ($1,000,000) in aggregate principal amount of Notes, and is also the Managing Partner of Stonebridge Capital Management III LLC, the general partner of Stonebridge Capital Partners Fund III, L.P., which is a separate Purchaser with respect to Five Million Dollars ($5,000,000) in aggregate principal amount of Notes. As a result, each of Dr. Vasquez, Dr. Osei, and Mr. Calloway has a direct or indirect financial interest in the proposed transaction and is therefore an "interested director" within the meaning of Section 144 of the DGCL. Each of Dr. Vasquez, Dr. Osei, and Mr. Calloway has fully disclosed his or her respective interest in the proposed transaction, including the material facts relating to his or her relationship to and financial interest in the transaction, and each has voluntarily recused himself or herself from the deliberation and vote on all matters set forth in this written consent;

WHEREAS, Nadia Chowdhury and Dr. Renata Moss are the only disinterested directors of the Company with respect to the proposed transaction, neither having any direct or indirect financial interest in the issuance and sale of the Notes. The disinterested directors, constituting all disinterested members of the Board, have thoroughly reviewed the terms of the proposed transaction, including the Note Purchase Agreement and the form of Convertible Promissory Note attached thereto as Exhibit A, and have had the opportunity to consult with the Company's outside legal counsel, Calderwood & Harkness LLP, and the Company's management, including Marcus Eaton, the Company's Chief Financial Officer, and Priya Raghavan, the Company's General Counsel, regarding the financial terms, legal structure, and strategic rationale of the proposed bridge financing;

WHEREAS, the disinterested directors have reviewed the key economic terms of the Notes, which are summarized as follows:

(a) Interest Rate. The Notes will bear interest at the rate of seven hundred (700) basis points (7.00%) per annum, computed as simple interest on a 365-day year basis. No scheduled interest payments shall be made during the term of the Notes; all interest shall accrue and shall be payable at maturity or upon conversion, as applicable.

(b) Maturity Date. The Notes will mature on March 12, 2027, which is eighteen (18) months from the anticipated issuance date of September 12, 2025.

(c) Automatic Conversion Upon a Qualified Financing. The Notes will be automatically convertible upon a Qualified Financing, defined as the next equity financing of the Company in which the Company issues and sells shares of its preferred stock with aggregate gross proceeds (excluding amounts received upon conversion of the Notes) of at least Twenty-Five Million Dollars ($25,000,000). Upon such Qualified Financing, the outstanding principal amount of the Notes, together with all accrued and unpaid interest thereon, shall automatically convert into shares of the preferred stock issued in such Qualified Financing at a conversion price per share equal to the lesser of: (i) eighty percent (80%) of the per-share price paid by new investors in such Qualified Financing (representing a twenty percent (20%) discount); or (ii) the price per share implied by a pre-money valuation cap of Ninety-Five Million Dollars ($95,000,000) divided by the Company's fully diluted capitalization immediately prior to the closing of such Qualified Financing, calculated in accordance with the methodology set forth in the Note Purchase Agreement.

(d) Optional Conversion at Maturity. If the Notes have not been converted or repaid prior to the maturity date, the holders of more than Fifty Percent (50%) of the aggregate outstanding principal amount of the Notes (the "Majority Holders") may elect to convert all outstanding principal and accrued interest into shares of Series B-1 Preferred Stock of the Company at the price per share implied by the valuation cap described in clause (c)(ii) above (the "Cap Price"), with rights, preferences, and privileges substantially identical to those of the existing Series B Preferred Stock, subject to such modifications as may be set forth in the Note Purchase Agreement.

(e) Change of Control. Upon a Change of Control (as defined in the Notes), each holder of a Note may elect, at such holder's sole option, either (i) repayment of an amount equal to two times (2.0×) the outstanding principal amount of such holder's Note, plus all accrued and unpaid interest thereon, or (ii) conversion of the outstanding principal and accrued interest into shares of preferred stock of the Company at the Cap Price.

(f) Security; Subordination. The Notes are general unsecured obligations of the Company, ranking pari passu with each other and subordinated to up to Three Million Dollars ($3,000,000) of future senior indebtedness that may be incurred by the Company.

(g) Prepayment. The Company may prepay the Notes, in whole or in part, upon not less than fifteen (15) days' prior written notice to the holders, subject to the prior written consent of the Majority Holders.

(h) Most Favored Nation. The Notes include a most favored nation provision pursuant to which, if the Company issues any convertible promissory notes or similar convertible debt instruments after the date of issuance of the Notes and on terms more favorable to the holders thereof, the holders of the Notes shall be entitled to amend their Notes to incorporate such more favorable terms.

(i) Information Rights. For so long as any Notes remain outstanding, the Company shall provide to each holder (i) unaudited quarterly financial statements within forty-five (45) days after the end of each fiscal quarter, and (ii) audited annual financial statements within one hundred twenty (120) days after the end of each fiscal year (December 31).

WHEREAS, the Investor Rights Agreement dated August 15, 2023, among the Company and the holders of the Company's Series B Preferred Stock (the "Series B IRA") requires the prior written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock for the Company to incur indebtedness in excess of Two Million Dollars ($2,000,000). Stonebridge Capital Partners Fund III, L.P. holds 18,900,000 shares of the 31,400,000 outstanding shares of Series B Preferred Stock (representing approximately 60.2% of the outstanding shares of Series B Preferred Stock) and has provided its written consent to the incurrence of indebtedness contemplated by the proposed transaction. Additionally, the Investor Rights Agreement dated March 22, 2021, among the Company and the holders of the Company's Series A Preferred Stock (the "Series A IRA") requires the prior written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock for the Company to incur indebtedness in excess of Five Million Dollars ($5,000,000). Whitepine Ventures Fund II, L.P. holds 15,800,000 shares of the 22,600,000 outstanding shares of Series A Preferred Stock (representing approximately 69.9% of the outstanding shares of Series A Preferred Stock) and delivered its written consent to the incurrence of such indebtedness on September 10, 2025. Accordingly, all required stockholder consents under the Series B IRA and the Series A IRA have been obtained;

WHEREAS, the issuance and sale of the Notes will be made in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. All four Purchasers have been verified as "accredited investors" as defined in Rule 501(a) of Regulation D, and no form of general solicitation or general advertising has been or will be used in connection with the offer or sale of the Notes; and

WHEREAS, the disinterested directors have determined, after due consideration of the Company's current financial condition, its projected capital requirements, the terms of the proposed bridge financing in comparison to available alternatives, the strategic importance of maintaining operational continuity during the Phase 1b clinical trial, and the terms and conditions of the Note Purchase Agreement and the Notes, that the terms of the proposed transaction are fair to, and in the best interests of, the Company and its stockholders, including its non-participating stockholders, and that the proposed transaction is advisable and should be approved.

RESOLUTIONS

NOW, THEREFORE, BE IT:

RESOLVED, that the issuance and sale of convertible promissory notes in an aggregate principal amount of Eight Million Dollars ($8,000,000) to the Purchasers identified in the recitals hereto, on the terms and conditions described in the recitals hereto and as more fully set forth in the Note Purchase Agreement and the form of Convertible Promissory Note attached thereto as Exhibit A, each substantially in the forms presented to and reviewed by the disinterested directors of the Board (collectively, together with all schedules, exhibits, and ancillary documents, the "Transaction Documents"), is hereby authorized, approved, and ratified in all respects;

RESOLVED FURTHER, that each of the Transaction Documents, including (i) the Note Purchase Agreement, (ii) the form of Convertible Promissory Note (to be issued as four (4) separate notes to the four (4) Purchasers in the principal amounts set forth in the recitals hereto), (iii) the Schedule of Purchasers attached to the Note Purchase Agreement, and (iv) all ancillary agreements, certificates, instruments, and documents contemplated thereby, in substantially the forms presented to and reviewed by the disinterested directors of the Board, with such changes, modifications, or amendments therein as the officers of the Company executing the same may approve, such approval to be conclusively evidenced by such officers' execution and delivery thereof, are hereby authorized, approved, and adopted;

RESOLVED FURTHER, that each of Marcus Eaton, Chief Financial Officer, and Priya Raghavan, General Counsel and Assistant Secretary, acting individually or together, is hereby authorized and directed, in the name and on behalf of the Company, to execute and deliver the Note Purchase Agreement, the Convertible Promissory Notes, and any and all other agreements, certificates, instruments, and documents as may be necessary, advisable, or appropriate in connection with the transactions contemplated thereby, including without limitation any amendments, supplements, or modifications thereto, each such officer's execution and delivery of any such document to be conclusive evidence of such officer's determination that such document is necessary, advisable, or appropriate;

RESOLVED FURTHER, that the appropriate officers of the Company are hereby authorized and directed to reserve for issuance, and to cause the Company's transfer agent to reserve for issuance, such number of shares of the Company's preferred stock (including shares of Series B-1 Preferred Stock or shares of preferred stock issued in a Qualified Financing, as applicable) as may be issuable upon conversion of the Notes, whether upon a Qualified Financing, at maturity at the election of the Majority Holders, or upon a Change of Control, as provided in the Notes and the Note Purchase Agreement, and to take all such actions as may be necessary to ensure that a sufficient number of authorized but unissued shares of the Company's preferred stock are available for issuance upon any such conversion;

RESOLVED FURTHER, that the Board hereby acknowledges and confirms that it has complied with Section 144 of the DGCL in connection with the approval of the transactions contemplated hereby, in that (a) the material facts as to each interested director's relationship to the Purchasers and financial interest in the proposed transaction have been fully disclosed to, and are known by, the disinterested directors of the Board, and (b) the disinterested directors have in good faith authorized the proposed transaction by a vote sufficient for such purpose under the DGCL and the Company's Bylaws, without counting the votes of the interested directors, Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway;

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to prepare, execute, and file or cause to be filed any and all notices, forms, certificates, or other documents required or advisable under applicable federal or state securities laws in connection with the issuance and sale of the Notes, including without limitation (i) a Form D with the United States Securities and Exchange Commission, and (ii) any required notice filings or blue sky filings under the securities laws of the State of California and any other applicable state jurisdictions, and to pay any filing fees required in connection therewith;

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to cause the Company to deliver, at the closing of the transactions contemplated by the Note Purchase Agreement, which closing is expected to occur on September 12, 2025, or on such other date as may be determined by the authorized officers of the Company in their reasonable discretion, (i) a Secretary's Certificate in form and substance satisfactory to the Purchasers certifying as to the resolutions of the Board, the Company's Certificate of Incorporation and Bylaws, and the incumbency and signatures of the officers of the Company, (ii) a legal opinion of Calderwood & Harkness LLP, counsel to the Company, addressing such matters as may be required under the Note Purchase Agreement, (iii) wire transfer instructions for receipt of the purchase price for the Notes, and (iv) all other closing deliverables required under Article IV of the Note Purchase Agreement or otherwise reasonably requested by the Purchasers;

RESOLVED FURTHER, that the engagement of Calderwood & Harkness LLP as the Company's outside legal counsel in connection with the transactions contemplated by this written consent and the Transaction Documents, pursuant to the engagement letter dated September 8, 2025, between the Company and Calderwood & Harkness LLP, is hereby ratified and confirmed in all respects, and the officers of the Company are authorized to pay or cause to be paid the fees and expenses of Calderwood & Harkness LLP in connection with such engagement; and

RESOLVED FURTHER, that each of the officers of the Company is hereby authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken all such further actions, and to execute and deliver or cause to be executed and delivered all such further agreements, instruments, documents, certificates, and filings, and to pay or cause to be paid all such fees and expenses, as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and the transactions contemplated thereby, the execution and delivery of any such document, the payment of any such fees or expenses, or the taking of any such action to be conclusive evidence of such officer's approval thereof and his or her determination that the same is necessary, advisable, or appropriate.

GOVERNING LAW

These resolutions and the actions taken hereby shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Delaware.

EFFECTIVENESS

This written consent shall be effective as of September 11, 2025, and shall have the same force and effect as if the resolutions set forth herein had been duly adopted at a special meeting of the Board of Directors of the Company, duly called and held, at which a quorum was present and acting throughout.

This written consent may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this written consent by facsimile transmission, by electronic mail in "portable document format" (".pdf"), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of an originally executed counterpart of this written consent.

This written consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained in the Company's corporate records.

[Signature Page Follows]

SIGNATURE PAGE TO ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF GENOME DX THERAPEUTICS INC.

IN WITNESS WHEREOF, the undersigned disinterested directors have executed this Action by Written Consent as of the date first written above.

________________________________________

Nadia Chowdhury Director (Series A Director)

Date: ________

________________________________________

Dr. Renata Moss Director (Independent Director)

Date: ________

ACKNOWLEDGMENT OF RECUSAL

The undersigned directors of Genome Dx Therapeutics Inc. hereby acknowledge that they are each an "interested director" within the meaning of Section 144 of the Delaware General Corporation Law with respect to the transactions described in this Action by Written Consent. Each of the undersigned hereby confirms that he or she (a) received prior notice of the proposed transaction and the material terms thereof, (b) fully disclosed his or her relationship to and financial interest in the proposed transaction to the disinterested members of the Board of Directors, and (c) voluntarily recused himself or herself from, and did not participate in, the deliberation or vote of the Board of Directors reflected in this Action by Written Consent. The undersigned did not sign or execute the foregoing written consent, and the foregoing resolutions were adopted solely by the disinterested directors of the Company.

This acknowledgment is provided for informational purposes only and does not constitute approval, disapproval, or ratification of the resolutions set forth above by the undersigned.

________________________________________

Dr. Lena Vasquez Director, Chief Executive Officer, and Co-Founder (Interested Director — Recused)

Date: ________

________________________________________

Dr. Franklin Osei Director, Chief Scientific Officer, and Co-Founder (Interested Director — Recused)

Date: ________

________________________________________

James Calloway Director (Series B Director) and Managing Partner, Stonebridge Capital Management III LLC (Interested Director — Recused)

Date: ________

Purchaser	Principal Amount
Dr. Lena Vasquez	$1,500,000
Dr. Franklin Osei	$500,000
James Calloway	$1,000,000
Stonebridge Capital Partners Fund III, L.P.	$5,000,000
Aggregate Principal Amount	$8,000,000

ACTION BY WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF GENOME DX THERAPEUTICS INC.
IN LIEU OF A SPECIAL MEETING
September 11, 2025
The undersigned, constituting all of the disinterested members of the Board of Directors (the "Board") of Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Bylaws of the Company, hereby adopt the following recitals and resolutions by written consent in lieu of a special meeting of the Board, without prior notice and without a meeting, such consent to be effective as of the date first set forth above.
RECITALS
WHEREAS, the Company is a Delaware corporation engaged in the development of next-generation CRISPR-based gene therapies for rare neurodegenerative disorders, with its principal offices located at 4710 Torrey Pines Road, Suite 300, San Diego, California 92130. The Company's lead product candidate, GDT-401, a CRISPR-based gene editing therapeutic targeting CLN3-related neuronal ceroid lipofuscinosis (Batten disease), is currently in a Phase 1b clinical trial pursuant to an Investigational New Drug Application filed with the United States Food and Drug Administration in March 2024;
WHEREAS, the Board currently consists of five (5) directors, as follows: (i) Dr. Lena Vasquez, who serves as the Company's Chief Executive Officer and Co-Founder; (ii) Dr. Franklin Osei, who serves as the Company's Chief Scientific Officer and Co-Founder; (iii) Nadia Chowdhury, who serves as the Series A Director and is the designee of Whitepine Ventures Fund II, L.P., pursuant to the Investor Rights Agreement dated March 22, 2021; (iv) James Calloway, who serves as the Series B Director and is the Managing Partner of the general partner of Stonebridge Capital Partners Fund III, L.P., designated pursuant to the Investor Rights Agreement dated August 15, 2023; and (v) Dr. Renata Moss, who serves as an Independent Director;
WHEREAS, as of September 2025, the Company has an estimated cash runway of approximately seven (7) months based on its current operating burn rate and projected expenditures, including costs associated with the ongoing Phase 1b clinical trial for GDT-401, general and administrative expenses, and planned preclinical activities for the Company's pipeline candidates. The Board has determined that it is in the best interests of the Company and its stockholders to raise bridge capital to extend the Company's cash runway while the Company pursues a Series C preferred stock financing that is anticipated to commence in the first quarter of 2026. The proposed bridge financing described herein would extend the Company's cash runway to approximately fourteen (14) months from the date of issuance, thereby providing the Company with sufficient operating capital to advance GDT-401 through completion of the Phase 1b trial and to prepare for the anticipated Series C financing on more favorable terms;
WHEREAS, the Board has reviewed a proposal for the Company to issue and sell convertible promissory notes (each, a "Note" and collectively, the "Notes") in an aggregate principal amount of Eight Million Dollars ($8,000,000) to the following purchasers (each, a "Purchaser" and collectively, the "Purchasers"), pursuant to a Note Purchase Agreement (the "Note Purchase Agreement"), on the terms and conditions set forth therein and summarized below:
WHEREAS, each of Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway is both a director of the Company and a Purchaser under the proposed transaction. In the case of Mr. Calloway, Mr. Calloway is a Purchaser in his individual capacity with respect to One Million Dollars ($1,000,000) in aggregate principal amount of Notes, and is also the Managing Partner of Stonebridge Capital Management III LLC, the general partner of Stonebridge Capital Partners Fund III, L.P., which is a separate Purchaser with respect to Five Million Dollars ($5,000,000) in aggregate principal amount of Notes. As a result, each of Dr. Vasquez, Dr. Osei, and Mr. Calloway has a direct or indirect financial interest in the proposed transaction and is therefore an "interested director" within the meaning of Section 144 of the DGCL. Each of Dr. Vasquez, Dr. Osei, and Mr. Calloway has fully disclosed his or her respective interest in the proposed transaction, including the material facts relating to his or her relationship to and financial interest in the transaction, and each has voluntarily recused himself or herself from the deliberation and vote on all matters set forth in this written consent;
WHEREAS, Nadia Chowdhury and Dr. Renata Moss are the only disinterested directors of the Company with respect to the proposed transaction, neither having any direct or indirect financial interest in the issuance and sale of the Notes. The disinterested directors, constituting all disinterested members of the Board, have thoroughly reviewed the terms of the proposed transaction, including the Note Purchase Agreement and the form of Convertible Promissory Note attached thereto as Exhibit A, and have had the opportunity to consult with the Company's outside legal counsel, Calderwood & Harkness LLP, and the Company's management, including Marcus Eaton, the Company's Chief Financial Officer, and Priya Raghavan, the Company's General Counsel, regarding the financial terms, legal structure, and strategic rationale of the proposed bridge financing;
WHEREAS, the disinterested directors have reviewed the key economic terms of the Notes, which are summarized as follows:
(a) Interest Rate. The Notes will bear interest at the rate of seven hundred (700) basis points (7.00%) per annum, computed as simple interest on a 365-day year basis. No scheduled interest payments shall be made during the term of the Notes; all interest shall accrue and shall be payable at maturity or upon conversion, as applicable.
(b) Maturity Date. The Notes will mature on March 12, 2027, which is eighteen (18) months from the anticipated issuance date of September 12, 2025.
(c) Automatic Conversion Upon a Qualified Financing. The Notes will be automatically convertible upon a Qualified Financing, defined as the next equity financing of the Company in which the Company issues and sells shares of its preferred stock with aggregate gross proceeds (excluding amounts received upon conversion of the Notes) of at least Twenty-Five Million Dollars ($25,000,000). Upon such Qualified Financing, the outstanding principal amount of the Notes, together with all accrued and unpaid interest thereon, shall automatically convert into shares of the preferred stock issued in such Qualified Financing at a conversion price per share equal to the lesser of: (i) eighty percent (80%) of the per-share price paid by new investors in such Qualified Financing (representing a twenty percent (20%) discount); or (ii) the price per share implied by a pre-money valuation cap of Ninety-Five Million Dollars ($95,000,000) divided by the Company's fully diluted capitalization immediately prior to the closing of such Qualified Financing, calculated in accordance with the methodology set forth in the Note Purchase Agreement.
(d) Optional Conversion at Maturity. If the Notes have not been converted or repaid prior to the maturity date, the holders of more than Fifty Percent (50%) of the aggregate outstanding principal amount of the Notes (the "Majority Holders") may elect to convert all outstanding principal and accrued interest into shares of Series B-1 Preferred Stock of the Company at the price per share implied by the valuation cap described in clause (c)(ii) above (the "Cap Price"), with rights, preferences, and privileges substantially identical to those of the existing Series B Preferred Stock, subject to such modifications as may be set forth in the Note Purchase Agreement.
(e) Change of Control. Upon a Change of Control (as defined in the Notes), each holder of a Note may elect, at such holder's sole option, either (i) repayment of an amount equal to two times (2.0×) the outstanding principal amount of such holder's Note, plus all accrued and unpaid interest thereon, or (ii) conversion of the outstanding principal and accrued interest into shares of preferred stock of the Company at the Cap Price.
(f) Security; Subordination. The Notes are general unsecured obligations of the Company, ranking pari passu with each other and subordinated to up to Three Million Dollars ($3,000,000) of future senior indebtedness that may be incurred by the Company.
(g) Prepayment. The Company may prepay the Notes, in whole or in part, upon not less than fifteen (15) days' prior written notice to the holders, subject to the prior written consent of the Majority Holders.
(h) Most Favored Nation. The Notes include a most favored nation provision pursuant to which, if the Company issues any convertible promissory notes or similar convertible debt instruments after the date of issuance of the Notes and on terms more favorable to the holders thereof, the holders of the Notes shall be entitled to amend their Notes to incorporate such more favorable terms.
(i) Information Rights. For so long as any Notes remain outstanding, the Company shall provide to each holder (i) unaudited quarterly financial statements within forty-five (45) days after the end of each fiscal quarter, and (ii) audited annual financial statements within one hundred twenty (120) days after the end of each fiscal year (December 31).
WHEREAS, the Investor Rights Agreement dated August 15, 2023, among the Company and the holders of the Company's Series B Preferred Stock (the "Series B IRA") requires the prior written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock for the Company to incur indebtedness in excess of Two Million Dollars ($2,000,000). Stonebridge Capital Partners Fund III, L.P. holds 18,900,000 shares of the 31,400,000 outstanding shares of Series B Preferred Stock (representing approximately 60.2% of the outstanding shares of Series B Preferred Stock) and has provided its written consent to the incurrence of indebtedness contemplated by the proposed transaction. Additionally, the Investor Rights Agreement dated March 22, 2021, among the Company and the holders of the Company's Series A Preferred Stock (the "Series A IRA") requires the prior written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock for the Company to incur indebtedness in excess of Five Million Dollars ($5,000,000). Whitepine Ventures Fund II, L.P. holds 15,800,000 shares of the 22,600,000 outstanding shares of Series A Preferred Stock (representing approximately 69.9% of the outstanding shares of Series A Preferred Stock) and delivered its written consent to the incurrence of such indebtedness on September 10, 2025. Accordingly, all required stockholder consents under the Series B IRA and the Series A IRA have been obtained;
WHEREAS, the issuance and sale of the Notes will be made in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. All four Purchasers have been verified as "accredited investors" as defined in Rule 501(a) of Regulation D, and no form of general solicitation or general advertising has been or will be used in connection with the offer or sale of the Notes; and
WHEREAS, the disinterested directors have determined, after due consideration of the Company's current financial condition, its projected capital requirements, the terms of the proposed bridge financing in comparison to available alternatives, the strategic importance of maintaining operational continuity during the Phase 1b clinical trial, and the terms and conditions of the Note Purchase Agreement and the Notes, that the terms of the proposed transaction are fair to, and in the best interests of, the Company and its stockholders, including its non-participating stockholders, and that the proposed transaction is advisable and should be approved.
RESOLUTIONS
NOW, THEREFORE, BE IT:
RESOLVED, that the issuance and sale of convertible promissory notes in an aggregate principal amount of Eight Million Dollars ($8,000,000) to the Purchasers identified in the recitals hereto, on the terms and conditions described in the recitals hereto and as more fully set forth in the Note Purchase Agreement and the form of Convertible Promissory Note attached thereto as Exhibit A, each substantially in the forms presented to and reviewed by the disinterested directors of the Board (collectively, together with all schedules, exhibits, and ancillary documents, the "Transaction Documents"), is hereby authorized, approved, and ratified in all respects;
RESOLVED FURTHER, that each of the Transaction Documents, including (i) the Note Purchase Agreement, (ii) the form of Convertible Promissory Note (to be issued as four (4) separate notes to the four (4) Purchasers in the principal amounts set forth in the recitals hereto), (iii) the Schedule of Purchasers attached to the Note Purchase Agreement, and (iv) all ancillary agreements, certificates, instruments, and documents contemplated thereby, in substantially the forms presented to and reviewed by the disinterested directors of the Board, with such changes, modifications, or amendments therein as the officers of the Company executing the same may approve, such approval to be conclusively evidenced by such officers' execution and delivery thereof, are hereby authorized, approved, and adopted;
RESOLVED FURTHER, that each of Marcus Eaton, Chief Financial Officer, and Priya Raghavan, General Counsel and Assistant Secretary, acting individually or together, is hereby authorized and directed, in the name and on behalf of the Company, to execute and deliver the Note Purchase Agreement, the Convertible Promissory Notes, and any and all other agreements, certificates, instruments, and documents as may be necessary, advisable, or appropriate in connection with the transactions contemplated thereby, including without limitation any amendments, supplements, or modifications thereto, each such officer's execution and delivery of any such document to be conclusive evidence of such officer's determination that such document is necessary, advisable, or appropriate;
RESOLVED FURTHER, that the appropriate officers of the Company are hereby authorized and directed to reserve for issuance, and to cause the Company's transfer agent to reserve for issuance, such number of shares of the Company's preferred stock (including shares of Series B-1 Preferred Stock or shares of preferred stock issued in a Qualified Financing, as applicable) as may be issuable upon conversion of the Notes, whether upon a Qualified Financing, at maturity at the election of the Majority Holders, or upon a Change of Control, as provided in the Notes and the Note Purchase Agreement, and to take all such actions as may be necessary to ensure that a sufficient number of authorized but unissued shares of the Company's preferred stock are available for issuance upon any such conversion;
RESOLVED FURTHER, that the Board hereby acknowledges and confirms that it has complied with Section 144 of the DGCL in connection with the approval of the transactions contemplated hereby, in that (a) the material facts as to each interested director's relationship to the Purchasers and financial interest in the proposed transaction have been fully disclosed to, and are known by, the disinterested directors of the Board, and (b) the disinterested directors have in good faith authorized the proposed transaction by a vote sufficient for such purpose under the DGCL and the Company's Bylaws, without counting the votes of the interested directors, Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway;
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to prepare, execute, and file or cause to be filed any and all notices, forms, certificates, or other documents required or advisable under applicable federal or state securities laws in connection with the issuance and sale of the Notes, including without limitation (i) a Form D with the United States Securities and Exchange Commission, and (ii) any required notice filings or blue sky filings under the securities laws of the State of California and any other applicable state jurisdictions, and to pay any filing fees required in connection therewith;
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to cause the Company to deliver, at the closing of the transactions contemplated by the Note Purchase Agreement, which closing is expected to occur on September 12, 2025, or on such other date as may be determined by the authorized officers of the Company in their reasonable discretion, (i) a Secretary's Certificate in form and substance satisfactory to the Purchasers certifying as to the resolutions of the Board, the Company's Certificate of Incorporation and Bylaws, and the incumbency and signatures of the officers of the Company, (ii) a legal opinion of Calderwood & Harkness LLP, counsel to the Company, addressing such matters as may be required under the Note Purchase Agreement, (iii) wire transfer instructions for receipt of the purchase price for the Notes, and (iv) all other closing deliverables required under Article IV of the Note Purchase Agreement or otherwise reasonably requested by the Purchasers;
RESOLVED FURTHER, that the engagement of Calderwood & Harkness LLP as the Company's outside legal counsel in connection with the transactions contemplated by this written consent and the Transaction Documents, pursuant to the engagement letter dated September 8, 2025, between the Company and Calderwood & Harkness LLP, is hereby ratified and confirmed in all respects, and the officers of the Company are authorized to pay or cause to be paid the fees and expenses of Calderwood & Harkness LLP in connection with such engagement; and
RESOLVED FURTHER, that each of the officers of the Company is hereby authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken all such further actions, and to execute and deliver or cause to be executed and delivered all such further agreements, instruments, documents, certificates, and filings, and to pay or cause to be paid all such fees and expenses, as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and the transactions contemplated thereby, the execution and delivery of any such document, the payment of any such fees or expenses, or the taking of any such action to be conclusive evidence of such officer's approval thereof and his or her determination that the same is necessary, advisable, or appropriate.
GOVERNING LAW
These resolutions and the actions taken hereby shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Delaware.
EFFECTIVENESS
This written consent shall be effective as of September 11, 2025, and shall have the same force and effect as if the resolutions set forth herein had been duly adopted at a special meeting of the Board of Directors of the Company, duly called and held, at which a quorum was present and acting throughout.
This written consent may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this written consent by facsimile transmission, by electronic mail in "portable document format" (".pdf"), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of an originally executed counterpart of this written consent.
This written consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained in the Company's corporate records.
[Signature Page Follows]
SIGNATURE PAGE TO ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF GENOME DX THERAPEUTICS INC.
IN WITNESS WHEREOF, the undersigned disinterested directors have executed this Action by Written Consent as of the date first written above.
________________________________________
Nadia Chowdhury Director (Series A Director)
Date: ________
________________________________________
Dr. Renata Moss Director (Independent Director)
Date: ________
ACKNOWLEDGMENT OF RECUSAL
The undersigned directors of Genome Dx Therapeutics Inc. hereby acknowledge that they are each an "interested director" within the meaning of Section 144 of the Delaware General Corporation Law with respect to the transactions described in this Action by Written Consent. Each of the undersigned hereby confirms that he or she (a) received prior notice of the proposed transaction and the material terms thereof, (b) fully disclosed his or her relationship to and financial interest in the proposed transaction to the disinterested members of the Board of Directors, and (c) voluntarily recused himself or herself from, and did not participate in, the deliberation or vote of the Board of Directors reflected in this Action by Written Consent. The undersigned did not sign or execute the foregoing written consent, and the foregoing resolutions were adopted solely by the disinterested directors of the Company.
This acknowledgment is provided for informational purposes only and does not constitute approval, disapproval, or ratification of the resolutions set forth above by the undersigned.
________________________________________
Dr. Lena Vasquez Director, Chief Executive Officer, and Co-Founder (Interested Director — Recused)
Date: ________
________________________________________
Dr. Franklin Osei Director, Chief Scientific Officer, and Co-Founder (Interested Director — Recused)
Date: ________
________________________________________
James Calloway Director (Series B Director) and Managing Partner, Stonebridge Capital Management III LLC (Interested Director — Recused)
Date: ________
Purchaser | Principal Amount
Dr. Lena Vasquez | $1,500,000
Dr. Franklin Osei | $500,000
James Calloway | $1,000,000
Stonebridge Capital Partners Fund III, L.P. | $5,000,000
Aggregate Principal Amount | $8,000,000

ACTION BY WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF GENOME DX THERAPEUTICS INC.

IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTIONS

NOW, THEREFORE, BE IT:

GOVERNING LAW

EFFECTIVENESS

ACKNOWLEDGMENT OF RECUSAL

Record

Parties

Dates

Amounts