WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF SERIES A PREFERRED STOCK OF GENOME DX THERAPEUTICS INC.
Action by Written Consent in Lieu of a Meeting
Pursuant to Section 228 of the Delaware General Corporation Law and the Investor Rights Agreement dated March 22, 2021
Date: September 10, 2025
The undersigned holder of shares of Series A Preferred Stock (as defined below) of Genome Dx Therapeutics Inc. hereby takes the following action by written consent in lieu of a meeting of the holders of the Series A Preferred Stock, in accordance with and subject to the terms and conditions set forth herein.
RECITALS
A. Identity of the Company. The undersigned is a holder of shares of Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), of Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), with its principal office located at 4710 Torrey Pines Road, Suite 300, San Diego, California 92130.
B. Authority for this Consent. Section 228 of the Delaware General Corporation Law (the "DGCL") provides that, unless otherwise provided in a corporation's certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of a Delaware corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Company's Amended and Restated Certificate of Incorporation does not prohibit action by written consent. In connection with the Company's Series A Preferred Stock financing, the Company and the investors party thereto entered into that certain Investor Rights Agreement, dated as of March 22, 2021, by and among the Company and the investors listed on the signature pages thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time (the "Series A IRA"). Pursuant to the Series A IRA, the Company has agreed that it shall not, without the prior written consent of the holders of a majority of the then-outstanding shares of Series A Preferred Stock, incur, assume, or guarantee any indebtedness (other than trade payables and equipment financing incurred in the ordinary course of business) in excess of Five Million Dollars ($5,000,000) in the aggregate outstanding at any time.
C. Outstanding Series A Preferred Stock. As of the date hereof, there are 22,600,000 shares of Series A Preferred Stock issued and outstanding. A majority of the outstanding shares of Series A Preferred Stock therefore equals more than 11,300,000 shares. No other series of the Company's preferred stock is currently issued or outstanding.
D. Undersigned's Holdings. Whitepine Ventures Fund II, L.P., a Delaware limited partnership (the "Undersigned" or "Whitepine"), is the record and beneficial holder of 15,800,000 shares of Series A Preferred Stock, representing approximately 69.9% of the total issued and outstanding shares of Series A Preferred Stock. The Undersigned therefore constitutes the holders of a majority of the outstanding shares of Series A Preferred Stock and is authorized and sufficient to act by written consent with respect to the matters set forth herein under both the Series A IRA and Section 228 of the DGCL. No other stockholder consent is required under the Series A IRA or the DGCL in order to approve the matters set forth in this Written Consent.
E. Proposed Transaction. The Board of Directors of the Company (the "Board") has approved, and has recommended that the holders of a majority of the outstanding shares of Series A Preferred Stock consent to, the following transaction: the Company proposes to issue convertible promissory notes (each, a "Note" and collectively, the "Notes") in an aggregate principal amount of up to Eight Million Dollars ($8,000,000) to certain insider purchasers, including current directors and officers of the Company and their affiliated entities, pursuant to a Note Purchase Agreement to be entered into by and among the Company and the purchasers named therein (the "Note Purchase Agreement"). The material terms of the Notes are as follows:
(i) Principal Amount. The aggregate principal amount of all Notes issued under the Note Purchase Agreement shall not exceed $8,000,000.
(ii) Interest Rate. The Notes will bear simple interest at a rate of 7.00% per annum, calculated on the basis of a 365-day year and actual days elapsed.
(iii) Maturity Date. The Notes will mature on March 12, 2027, which is eighteen (18) months from the anticipated date of issuance.
(iv) Conversion. The Notes will be convertible into shares of the Company's preferred stock upon the occurrence of certain qualifying events and upon the terms and conditions more fully set forth in the Notes and the Note Purchase Agreement, including, without limitation, a qualified financing in which the Company raises aggregate gross proceeds of not less than $20,000,000 (exclusive of indebtedness converted into equity in such financing).
(v) Subordination. The Notes will be unsecured obligations of the Company, subordinate to any existing and future senior secured indebtedness of the Company, including any amounts drawn under the Company's existing revolving credit facility with Harborview Savings Bank.
The issuance of the Notes constitutes the incurrence of indebtedness in an aggregate principal amount in excess of $5,000,000, and accordingly requires the prior written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock under the terms of the Series A IRA.
The Undersigned has reviewed the term sheet summarizing the material terms of the Notes and the form of the Note Purchase Agreement, copies of which have been made available by the Company to the Undersigned for review and consideration in connection with this Written Consent.
CONSENT AND RESOLUTIONS
NOW, THEREFORE, in consideration of the foregoing recitals, each of which is incorporated herein by this reference, and in reliance upon the representations made by the Company to the Undersigned, the Undersigned, being the holder of 15,800,000 shares of Series A Preferred Stock, representing approximately 69.9% of the outstanding shares of Series A Preferred Stock and constituting a majority thereof, hereby consents to and adopts the following resolutions:
1. Consent to Incurrence of Indebtedness
RESOLVED, that the Undersigned hereby consents to and approves the incurrence by the Company of indebtedness in an aggregate principal amount of up to Eight Million Dollars ($8,000,000) through the issuance of convertible promissory notes pursuant to the Note Purchase Agreement, on substantially the terms described in the recitals above, including, without limitation, the issuance of the Notes bearing interest at a rate of 7.00% per annum (simple interest, 365-day year), maturing on March 12, 2027, and convertible into shares of the Company's preferred stock upon the terms set forth in the Notes and the Note Purchase Agreement, in full satisfaction of the consent requirement set forth in the Series A IRA for the incurrence of indebtedness in excess of $5,000,000; and
RESOLVED FURTHER, that the consent granted hereby is specific to the transaction described herein and shall not be construed as a general waiver of the consent requirement set forth in the Series A IRA with respect to any future incurrence of indebtedness by the Company.
2. Authorization of Officers
RESOLVED, that the officers of the Company, including Marcus Eaton, the Company's Chief Financial Officer, and Priya Raghavan, the Company's General Counsel, each acting alone or together, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to negotiate, execute, and deliver the Note Purchase Agreement, the Notes, and any and all other documents, instruments, certificates, agreements, and amendments thereto as may be necessary, appropriate, or desirable to effectuate the transactions contemplated by the foregoing resolutions, with such changes, modifications, additions, or deletions therein as the officer or officers executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof; and
RESOLVED FURTHER, that any and all actions heretofore taken by the officers and directors of the Company in connection with the transactions contemplated by the foregoing resolutions are hereby ratified, confirmed, approved, and adopted as acts and deeds of the Company in all respects.
GENERAL PROVISIONS
Effectiveness. This Written Consent shall be effective as of September 10, 2025 (the date first written above). Prompt notice of the taking of the corporate action set forth herein shall be given to those holders of Series A Preferred Stock that have not consented hereto in writing, to the extent required by Section 228(e) of the DGCL. This Written Consent may be executed in two or more counterparts, including by facsimile or electronic transmission (including by portable document format (.pdf)), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by facsimile or by electronic transmission shall be equally effective as delivery of a manually executed counterpart hereof.
No Other Action
Except as expressly set forth herein, this Written Consent shall not constitute a consent to, or an approval, authorization, ratification, or waiver of, any other action, matter, or transaction, whether or not related to the transactions described herein. The Undersigned expressly reserves all rights under the Series A IRA, the Company's Amended and Restated Certificate of Incorporation, the DGCL, and all other applicable agreements, instruments, and laws with respect to any other action, matter, or transaction not specifically addressed in this Written Consent.
Governing Law. This Written Consent shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Relation to Series A IRA
This Written Consent is delivered pursuant to, and in accordance with, the provisions of the Series A IRA dated as of March 22, 2021. Nothing contained herein shall be deemed to amend, modify, supplement, restate, or waive any other provision of the Series A IRA, and all such provisions shall remain in full force and effect in accordance with their respective terms. In the event of any conflict between the terms of this Written Consent and the terms of the Series A IRA, the terms of the Series A IRA shall control, except to the extent that the consent specifically granted herein has been given in accordance with the procedures set forth therein.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of September 10, 2025.
WHITEPINE VENTURES FUND II, L.P.
By: Whitepine Ventures Management LLC,
its General Partner
By: ________
Name: Nadia Chowdhury
Title: Managing Director
Date: September 10, 2025
Address for Notices:
Whitepine Ventures Fund II, L.P. c/o Whitepine Ventures Management LLC 600 Battery Street, Suite 1400 San Francisco, California 94111
Attention: Nadia Chowdhury, Managing Director
Email: nchowdhury@whitepineventures.com
Shares of Series A Preferred Stock held by the Undersigned: 15,800,000
This Written Consent has been delivered to the Secretary of the Company at its principal office and shall be filed with the minutes of the proceedings of the holders of the Series A Preferred Stock.