1013-00003 · Calderwood & Harkness LLP · Engagement

engagement-letter-genomedx.docx DOCUMENT M&A / Corporate

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PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law 555 Mission Street, Suite 3200 San Francisco, CA 94105 Telephone: (415) 392-7800 Facsimile: (415) 392-7801 www.calderwoodharkness.com

September 8, 2025

Priya Raghavan, Esq. General Counsel Genome Dx Therapeutics Inc. 4710 Torrey Pines Road, Suite 300 San Diego, CA 92130

Re: Engagement of Calderwood & Harkness LLP — Convertible Promissory Note Financing Matter Number: 1013-00003

Dear Ms. Raghavan:

1. Introduction and Purpose

Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") is pleased to confirm our engagement by Genome Dx Therapeutics Inc. ("GenomeDx" or the "Company") in connection with the matter referenced above. We appreciate the confidence you and the Company have placed in our Firm, and we look forward to working with you on this transaction. The Firm will serve as issuer's counsel to GenomeDx in connection with the proposed convertible promissory note financing described more fully in Section 2 below. This letter (this "Engagement Letter") sets forth the terms and conditions governing the Firm's engagement and the attorney-client relationship between Calderwood & Harkness LLP and the Company with respect to this matter. We ask that you review this Engagement Letter carefully and, if the terms are acceptable, sign and return a copy to us as provided in Section 12 below.

2. Scope of Representation

The Firm will represent GenomeDx as issuer's counsel in connection with the proposed issuance and sale by the Company of convertible promissory notes (the "Notes") in an aggregate principal amount of up to Eight Million Dollars ($8,000,000) to a group of insider purchasers, which we understand will consist of certain officers, directors, and an affiliated fund of the Company (collectively, the "Purchasers," and such transaction, the "Financing"). The scope of our engagement in this matter shall include the following:

(a) Drafting, reviewing, and negotiating the Note Purchase Agreement and all ancillary transaction documents related to the Financing (collectively, the "Transaction Documents");

(b) Preparation of the form of Convertible Promissory Note to be issued by the Company to each Purchaser at closing;

(c) Preparation of board resolutions and written consents of the Board of Directors of the Company necessary to authorize the Financing, including any requisite committee approvals in connection with the interested-party nature of the transaction;

(d) Coordination of any required stockholder approval or preferred stock consent processes, including the preparation and distribution of any action by written consent or notice and waiver documents required under the Company's Certificate of Incorporation, Bylaws, the Delaware General Corporation Law, or any existing investor agreements;

(e) Preparation of a Secretary's Certificate and related closing deliverables, including bring-down certificates and incumbency certificates as may be customary or required;

(f) Delivery of an issuer's counsel legal opinion letter (the "Opinion Letter") addressed to the Purchasers, in form and substance customary for transactions of this type and as may be negotiated with counsel to the Purchasers;

(g) Preparation of a closing checklist and coordination of closing mechanics, including signature pages, wire transfer instructions, and the assembly of a closing binder (electronic or hard copy, at the Company's election); and

(h) General transactional advice to the Company related to the foregoing matters.

We understand that the Transaction Documents will be governed by the laws of the State of Delaware. Additionally, we understand that the Notes are expected to be offered and sold in reliance upon the exemption from the registration requirements of 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 by the U.S. Securities and Exchange Commission (the "SEC"). Our scope of work includes the preparation and filing of a Form D notice with the SEC and any required state "blue sky" notice filings, if applicable.

Notwithstanding the foregoing, the scope of this engagement does not include any of the following, unless separately agreed in writing:

(i) Tax advice, including but not limited to federal, state, local, or international tax structuring, tax opinions, or tax return preparation related to the Financing or the Notes;

(ii) Regulatory filings other than any required Form D and related blue sky filings as noted above;

(iii) intellectual property matters, including freedom-to-operate opinions, patent prosecution, trademark registration, or IP licensing;

(iv) Employment matters, including the impact of the Financing on existing equity compensation plans, employment agreements, or executive compensation arrangements;

(v) Any post-closing matters, including but not limited to amendments, waivers, conversions, or acceleration events under the Notes, or any subsequent financing rounds; or

(vi) Any litigation, arbitration, or dispute resolution arising out of or relating to the Financing or the Transaction Documents.

Should the Company require assistance with any matters outside the scope of this engagement, we would be happy to discuss a separate engagement or an amendment to this Engagement Letter at that time.

3. Identification of Client

It is important that the parties clearly understand the identity of our client in this matter. Calderwood & Harkness LLP represents only Genome Dx Therapeutics Inc. — the corporate entity — in connection with this Financing. The Firm does not and will not represent any of the individual or entity noteholders or Purchasers in connection with this transaction, including any officer, director, or affiliated fund participating in the Financing as a Purchaser. While our work product may incidentally benefit the Purchasers (for example, by producing definitive Transaction Documents that all parties will execute), our duties of loyalty, confidentiality, and professional responsibility run solely to GenomeDx.

We understand that the Purchasers are separately represented by Ashford, Blake & Tan LLP, located at 1999 Avenue of the Stars, Suite 2700, Los Angeles, CA 90067, with Daniel Nakamura, Partner, serving as lead attorney for the Purchasers. We will coordinate with Mr. Nakamura's team as necessary to negotiate and finalize the Transaction Documents and to facilitate an orderly closing.

Any advice rendered by the Firm in connection with this engagement is for the sole benefit of GenomeDx and may not be relied upon by any other party, except as may be expressly provided in the Opinion Letter delivered to the Purchasers at the closing of the Financing, the terms and scope of which will be separately discussed and agreed upon in advance of closing.

4. Engagement Team

The Firm has assembled the following team of attorneys to handle this engagement:

Howard Quinn will serve as the Responsible Partner for this matter and will have overall supervisory responsibility for the engagement, including maintaining the Firm's relationship with the Company. Ms. Schultz will serve as the day-to-day point of contact from the Firm's side and will be responsible for driving the drafting process, coordinating with Ashford, Blake & Tan LLP, and managing the closing mechanics.

From time to time, additional attorneys, paralegals, or other paraprofessionals within the Firm may be assigned to the engagement as needed to ensure the efficient and timely completion of the work. The hourly rates for any such additional team members will be consistent with the Firm's then-current standard rate schedule for professionals of comparable seniority and experience. The Company will be notified of any material changes to the composition of the engagement team, including the replacement of any of the attorneys identified above.

The primary point of contact for the Company on this matter shall be Priya Raghavan, General Counsel. All material communications, draft documents, and substantive advice will be directed to Ms. Raghavan unless she designates an alternative contact in writing.

5. Fee Arrangement

Billing Basis. Our fees for this engagement will be calculated on an hourly basis at the rates set forth in Section 4 above. These rates are the Firm's standard rates for the identified attorneys as of the date of this Engagement Letter and are subject to adjustment on an annual basis, typically effective January 1 of each calendar year. In the event that this engagement extends beyond December 31, 2025, any rate adjustments will be communicated to the Company in advance.

Fee Cap. Notwithstanding the hourly billing arrangement, the total legal fees charged by the Firm for this engagement shall not exceed Eighty-Five Thousand Dollars ($85,000) (the "Fee Cap"), exclusive of disbursements and out-of-pocket expenses as described below. The Fee Cap is intended to cover all professional services rendered by the Firm within the defined scope of engagement as set forth in Section 2 above. For the avoidance of doubt, any work requested by the Company that falls outside the scope described in Section 2 — including, without limitation, post-closing amendments or modifications to the Transaction Documents, assistance with additional or subsequent financing rounds, or the defense or prosecution of any litigation or disputes — will not be subject to the Fee Cap and will be billed on a time-and-materials basis at the then-applicable hourly rates, subject to a separate engagement letter or a written amendment to this Engagement Letter agreed to by both parties.

Retainer. The Company has delivered to the Firm a retainer in the amount of Fifteen Thousand Dollars ($15,000), which the Firm acknowledges receipt of as of the date hereof. The retainer will be deposited in the Firm's client trust account in accordance with Rule 1.15 of the California Rules of Professional Conduct. The retainer will not be applied against interim invoices but will instead be credited against the final invoice or invoices rendered upon completion or termination of the engagement. Any unused portion of the retainer will be promptly refunded to the Company.

Billing Frequency. The Firm will submit invoices to the Company on a monthly basis, providing reasonable detail regarding the services performed, the attorneys performing such services, the time expended, and the applicable hourly rates. Invoices will be directed to Ms. Raghavan at the address set forth above (or to such other address or email as the Company may designate). Payment of each invoice is due within thirty (30) days of the invoice date. The Firm reserves the right to charge interest on overdue amounts at the rate of one percent (1%) per month (or the maximum rate permitted by applicable law, whichever is less), although the Firm will endeavor to resolve any billing disputes informally before assessing interest charges.

Expenses. In addition to professional fees, the Company will reimburse the Firm for reasonable out-of-pocket disbursements and expenses incurred in connection with this engagement, including but not limited to filing fees (including SEC and state blue sky filing fees), overnight delivery and courier charges, travel expenses (if required and approved by the Company in advance), third-party search costs (including UCC, lien, and judgment searches), document reproduction costs, and other similar expenses. All disbursements will be billed at cost, without markup, and will appear as separate line items on the Firm's monthly invoices. Out-of-pocket disbursements and expenses are not subject to the Fee Cap.

Matter Number. All time entries and expenses incurred in connection with this engagement will be recorded by the Firm under Matter No. 1013-00003. The Company should reference this matter number in all correspondence and payments directed to the Firm.

6. Conflicts of Interest

Calderwood & Harkness LLP has conducted a comprehensive conflicts check in connection with this proposed engagement, including a review of the identities of the Company, its officers and directors, the affiliated fund, and the other known parties to the transaction. Based on the information currently available to us, the Firm is not aware of any conflict of interest that would preclude this engagement under the California Rules of Professional Conduct or the American Bar Association Model Rules of Professional Conduct.

The Firm acknowledges that this transaction involves insider Purchasers who are officers, directors, and affiliates of the Company. As set forth in Section 3 above, the Firm's role is strictly limited to representing the Company and not any individual Purchaser. The Firm will not provide legal advice to, or accept any duty of representation with respect to, any Purchaser in connection with this Financing. The Firm understands that the Purchasers have retained independent counsel, and we encourage each Purchaser to seek independent legal advice regarding his, her, or its participation in the Financing.

Should any actual or potential conflict of interest arise during the course of this engagement — whether as a result of new information, changes in circumstances, or the Firm's acceptance of new client matters — the Firm will promptly notify the Company in writing and discuss appropriate steps, which may include obtaining informed written consent from the affected parties, implementing an ethical screen within the Firm, or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with Section 9 below.

7. Confidentiality

All information provided to the Firm by the Company, or otherwise obtained by the Firm in connection with this engagement, will be treated as confidential and subject to the protections of the attorney-client privilege and the work product doctrine, to the fullest extent permitted by applicable law and the California Rules of Professional Conduct. The Firm will maintain appropriate physical, electronic, and administrative safeguards to protect the confidentiality of client information.

The Firm will not disclose confidential information relating to this engagement to any third party without the Company's prior written consent, except in the following limited circumstances:

(a) As required by applicable law, court order, or regulatory directive;

(b) As necessary for the Firm to perform the services contemplated by this engagement, including, without limitation, the delivery of the Opinion Letter to the Purchasers and their counsel at closing, the filing of Form D with the SEC, and communications with Ashford, Blake & Tan LLP in connection with the negotiation of the Transaction Documents; or

(c) As otherwise permitted by the California Rules of Professional Conduct, including in connection with the Firm's defense against any claim, complaint, or proceeding brought against the Firm by or on behalf of the Company.

The Firm's obligations of confidentiality shall survive the termination or completion of this engagement.

8. Document Retention

The Firm's standard document retention policy provides that client files (including both paper and electronic files) will be maintained by the Firm for a period of seven (7) years following the conclusion of the engagement, whether by completion, termination, or otherwise. After the expiration of the seven-year retention period, the Firm may destroy or dispose of client files, including any copies of documents, correspondence, and work product, without further notice to the Company.

Notwithstanding the foregoing, original documents belonging to the Company — including original executed Transaction Documents, certificates, and similar instruments — will be returned to the Company upon written request at any time during or after the engagement. The Company is encouraged to request the return of original documents promptly following the closing of the Financing or the termination of the engagement. Any costs associated with the retrieval, packaging, and shipping of original documents will be borne by the Company.

9. Termination

Either the Company or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by the Company, the Firm will cease work on the matter promptly upon receipt of the Company's written notice of termination, subject to the Firm's professional obligations to take reasonable steps to protect the Company's interests during the transition period.

Upon termination of the engagement by either party, the Company will remain responsible for the payment of all fees and expenses incurred by the Firm through the date of termination, subject in all cases to the Fee Cap set forth in Section 5. The Firm will render a final invoice reflecting all unbilled fees and expenses as of the date of termination, and the retainer on deposit will be applied against such final invoice as provided in Section 5.

Upon termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by the Company, including by promptly making available all relevant files, documents, and work product (subject to the Firm's right to retain copies for its records and as required by applicable rules of professional conduct) and by responding to reasonable inquiries from successor counsel regarding the status of the matter.

10. Limitation of Liability

To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Company to the Firm for services rendered in connection with this matter.

In no event shall the Firm be liable to the Company for any consequential, incidental, indirect, special, or punitive damages, including but not limited to lost profits, lost business opportunities, or diminution in value, arising out of or relating to this engagement, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages. Nothing in this Section 10 shall be construed to limit the Company's rights under applicable rules of professional conduct or to waive any rights that cannot be waived as a matter of law.

11. Governing Law; Jurisdiction

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-laws principles that would require the application of the laws of any other jurisdiction. The attorney-client relationship established by this Engagement Letter shall also be subject to the California Rules of Professional Conduct as promulgated by the State Bar of California.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's engagement by the Company, including any dispute regarding fees, shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, California. Each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue in such courts.

12. Acceptance and Counterparts

We hope this Engagement Letter accurately reflects your understanding of the terms of our engagement. If the foregoing terms are acceptable to the Company, we respectfully request that you sign and return a copy of this letter to the undersigned at your earliest convenience. Your signature below will confirm the Company's agreement to the terms and conditions set forth herein and will authorize the Firm to commence work on this matter.

This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by electronic mail (including PDF) or by other electronic transmission, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

We are excited to work with you and the GenomeDx team on this Financing, and we are confident that the Firm is well positioned to provide the Company with efficient, high-quality legal services in connection with this transaction. Please do not hesitate to contact Howard Quinn at (415) 392-7812 or hquinn@calderwoodharkness.com, or Wendy Schultz at (415) 392-7845 or wschultz@calderwoodharkness.com, if you have any questions regarding this Engagement Letter or the engagement generally.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Howard Quinn

Title: Partner

Date: September 8, 2025

555 Mission Street, Suite 3200 San Francisco, CA 94105

AGREED AND ACCEPTED:

The undersigned, on behalf of Genome Dx Therapeutics Inc., hereby confirms the Company's agreement to the terms and conditions set forth in this Engagement Letter and authorizes Calderwood & Harkness LLP to commence work on the matter described herein.

GENOME DX THERAPEUTICS INC.

By: ________

Name: Priya Raghavan

Title: General Counsel

Date: ________

4710 Torrey Pines Road, Suite 300 San Diego, CA 92130

cc: Dr. Lena Vasquez, Chief Executive Officer, Genome Dx Therapeutics Inc. cc: Marcus Eaton, Chief Financial Officer, Genome Dx Therapeutics Inc.

Attorney	Role	Hourly Rate
Howard Quinn, Partner	Responsible Partner — overall matter supervision and client relationship management	$1,150
Patricia Dunmore, Partner	Billing Partner — administrative billing oversight and partner-level review	$1,050
Wendy Schultz, Associate	Lead Associate — day-to-day drafting, negotiation, and closing coordination	$725
Omar Siddiqui, Associate	Working Associate — document preparation, due diligence support, and closing checklist management	$575

PRIVILEGED AND CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law 555 Mission Street, Suite 3200 San Francisco, CA 94105 Telephone: (415) 392-7800 Facsimile: (415) 392-7801 www.calderwoodharkness.com
September 8, 2025
Priya Raghavan, Esq. General Counsel Genome Dx Therapeutics Inc. 4710 Torrey Pines Road, Suite 300 San Diego, CA 92130
Re: Engagement of Calderwood & Harkness LLP — Convertible Promissory Note Financing Matter Number: 1013-00003
Dear Ms. Raghavan:
1. Introduction and Purpose
Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") is pleased to confirm our engagement by Genome Dx Therapeutics Inc. ("GenomeDx" or the "Company") in connection with the matter referenced above. We appreciate the confidence you and the Company have placed in our Firm, and we look forward to working with you on this transaction. The Firm will serve as issuer's counsel to GenomeDx in connection with the proposed convertible promissory note financing described more fully in Section 2 below. This letter (this "Engagement Letter") sets forth the terms and conditions governing the Firm's engagement and the attorney-client relationship between Calderwood & Harkness LLP and the Company with respect to this matter. We ask that you review this Engagement Letter carefully and, if the terms are acceptable, sign and return a copy to us as provided in Section 12 below.
2. Scope of Representation
The Firm will represent GenomeDx as issuer's counsel in connection with the proposed issuance and sale by the Company of convertible promissory notes (the "Notes") in an aggregate principal amount of up to Eight Million Dollars ($8,000,000) to a group of insider purchasers, which we understand will consist of certain officers, directors, and an affiliated fund of the Company (collectively, the "Purchasers," and such transaction, the "Financing"). The scope of our engagement in this matter shall include the following:
(a) Drafting, reviewing, and negotiating the Note Purchase Agreement and all ancillary transaction documents related to the Financing (collectively, the "Transaction Documents");
(b) Preparation of the form of Convertible Promissory Note to be issued by the Company to each Purchaser at closing;
(c) Preparation of board resolutions and written consents of the Board of Directors of the Company necessary to authorize the Financing, including any requisite committee approvals in connection with the interested-party nature of the transaction;
(d) Coordination of any required stockholder approval or preferred stock consent processes, including the preparation and distribution of any action by written consent or notice and waiver documents required under the Company's Certificate of Incorporation, Bylaws, the Delaware General Corporation Law, or any existing investor agreements;
(e) Preparation of a Secretary's Certificate and related closing deliverables, including bring-down certificates and incumbency certificates as may be customary or required;
(f) Delivery of an issuer's counsel legal opinion letter (the "Opinion Letter") addressed to the Purchasers, in form and substance customary for transactions of this type and as may be negotiated with counsel to the Purchasers;
(g) Preparation of a closing checklist and coordination of closing mechanics, including signature pages, wire transfer instructions, and the assembly of a closing binder (electronic or hard copy, at the Company's election); and
(h) General transactional advice to the Company related to the foregoing matters.
We understand that the Transaction Documents will be governed by the laws of the State of Delaware. Additionally, we understand that the Notes are expected to be offered and sold in reliance upon the exemption from the registration requirements of 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 by the U.S. Securities and Exchange Commission (the "SEC"). Our scope of work includes the preparation and filing of a Form D notice with the SEC and any required state "blue sky" notice filings, if applicable.
Notwithstanding the foregoing, the scope of this engagement does not include any of the following, unless separately agreed in writing:
(i) Tax advice, including but not limited to federal, state, local, or international tax structuring, tax opinions, or tax return preparation related to the Financing or the Notes;
(ii) Regulatory filings other than any required Form D and related blue sky filings as noted above;
(iii) intellectual property matters, including freedom-to-operate opinions, patent prosecution, trademark registration, or IP licensing;
(iv) Employment matters, including the impact of the Financing on existing equity compensation plans, employment agreements, or executive compensation arrangements;
(v) Any post-closing matters, including but not limited to amendments, waivers, conversions, or acceleration events under the Notes, or any subsequent financing rounds; or
(vi) Any litigation, arbitration, or dispute resolution arising out of or relating to the Financing or the Transaction Documents.
Should the Company require assistance with any matters outside the scope of this engagement, we would be happy to discuss a separate engagement or an amendment to this Engagement Letter at that time.
3. Identification of Client
It is important that the parties clearly understand the identity of our client in this matter. Calderwood & Harkness LLP represents only Genome Dx Therapeutics Inc. — the corporate entity — in connection with this Financing. The Firm does not and will not represent any of the individual or entity noteholders or Purchasers in connection with this transaction, including any officer, director, or affiliated fund participating in the Financing as a Purchaser. While our work product may incidentally benefit the Purchasers (for example, by producing definitive Transaction Documents that all parties will execute), our duties of loyalty, confidentiality, and professional responsibility run solely to GenomeDx.
We understand that the Purchasers are separately represented by Ashford, Blake & Tan LLP, located at 1999 Avenue of the Stars, Suite 2700, Los Angeles, CA 90067, with Daniel Nakamura, Partner, serving as lead attorney for the Purchasers. We will coordinate with Mr. Nakamura's team as necessary to negotiate and finalize the Transaction Documents and to facilitate an orderly closing.
Any advice rendered by the Firm in connection with this engagement is for the sole benefit of GenomeDx and may not be relied upon by any other party, except as may be expressly provided in the Opinion Letter delivered to the Purchasers at the closing of the Financing, the terms and scope of which will be separately discussed and agreed upon in advance of closing.
4. Engagement Team
The Firm has assembled the following team of attorneys to handle this engagement:
Howard Quinn will serve as the Responsible Partner for this matter and will have overall supervisory responsibility for the engagement, including maintaining the Firm's relationship with the Company. Ms. Schultz will serve as the day-to-day point of contact from the Firm's side and will be responsible for driving the drafting process, coordinating with Ashford, Blake & Tan LLP, and managing the closing mechanics.
From time to time, additional attorneys, paralegals, or other paraprofessionals within the Firm may be assigned to the engagement as needed to ensure the efficient and timely completion of the work. The hourly rates for any such additional team members will be consistent with the Firm's then-current standard rate schedule for professionals of comparable seniority and experience. The Company will be notified of any material changes to the composition of the engagement team, including the replacement of any of the attorneys identified above.
The primary point of contact for the Company on this matter shall be Priya Raghavan, General Counsel. All material communications, draft documents, and substantive advice will be directed to Ms. Raghavan unless she designates an alternative contact in writing.
5. Fee Arrangement
Billing Basis. Our fees for this engagement will be calculated on an hourly basis at the rates set forth in Section 4 above. These rates are the Firm's standard rates for the identified attorneys as of the date of this Engagement Letter and are subject to adjustment on an annual basis, typically effective January 1 of each calendar year. In the event that this engagement extends beyond December 31, 2025, any rate adjustments will be communicated to the Company in advance.
Fee Cap. Notwithstanding the hourly billing arrangement, the total legal fees charged by the Firm for this engagement shall not exceed Eighty-Five Thousand Dollars ($85,000) (the "Fee Cap"), exclusive of disbursements and out-of-pocket expenses as described below. The Fee Cap is intended to cover all professional services rendered by the Firm within the defined scope of engagement as set forth in Section 2 above. For the avoidance of doubt, any work requested by the Company that falls outside the scope described in Section 2 — including, without limitation, post-closing amendments or modifications to the Transaction Documents, assistance with additional or subsequent financing rounds, or the defense or prosecution of any litigation or disputes — will not be subject to the Fee Cap and will be billed on a time-and-materials basis at the then-applicable hourly rates, subject to a separate engagement letter or a written amendment to this Engagement Letter agreed to by both parties.
Retainer. The Company has delivered to the Firm a retainer in the amount of Fifteen Thousand Dollars ($15,000), which the Firm acknowledges receipt of as of the date hereof. The retainer will be deposited in the Firm's client trust account in accordance with Rule 1.15 of the California Rules of Professional Conduct. The retainer will not be applied against interim invoices but will instead be credited against the final invoice or invoices rendered upon completion or termination of the engagement. Any unused portion of the retainer will be promptly refunded to the Company.
Billing Frequency. The Firm will submit invoices to the Company on a monthly basis, providing reasonable detail regarding the services performed, the attorneys performing such services, the time expended, and the applicable hourly rates. Invoices will be directed to Ms. Raghavan at the address set forth above (or to such other address or email as the Company may designate). Payment of each invoice is due within thirty (30) days of the invoice date. The Firm reserves the right to charge interest on overdue amounts at the rate of one percent (1%) per month (or the maximum rate permitted by applicable law, whichever is less), although the Firm will endeavor to resolve any billing disputes informally before assessing interest charges.
Expenses. In addition to professional fees, the Company will reimburse the Firm for reasonable out-of-pocket disbursements and expenses incurred in connection with this engagement, including but not limited to filing fees (including SEC and state blue sky filing fees), overnight delivery and courier charges, travel expenses (if required and approved by the Company in advance), third-party search costs (including UCC, lien, and judgment searches), document reproduction costs, and other similar expenses. All disbursements will be billed at cost, without markup, and will appear as separate line items on the Firm's monthly invoices. Out-of-pocket disbursements and expenses are not subject to the Fee Cap.
Matter Number. All time entries and expenses incurred in connection with this engagement will be recorded by the Firm under Matter No. 1013-00003. The Company should reference this matter number in all correspondence and payments directed to the Firm.
6. Conflicts of Interest
Calderwood & Harkness LLP has conducted a comprehensive conflicts check in connection with this proposed engagement, including a review of the identities of the Company, its officers and directors, the affiliated fund, and the other known parties to the transaction. Based on the information currently available to us, the Firm is not aware of any conflict of interest that would preclude this engagement under the California Rules of Professional Conduct or the American Bar Association Model Rules of Professional Conduct.
The Firm acknowledges that this transaction involves insider Purchasers who are officers, directors, and affiliates of the Company. As set forth in Section 3 above, the Firm's role is strictly limited to representing the Company and not any individual Purchaser. The Firm will not provide legal advice to, or accept any duty of representation with respect to, any Purchaser in connection with this Financing. The Firm understands that the Purchasers have retained independent counsel, and we encourage each Purchaser to seek independent legal advice regarding his, her, or its participation in the Financing.
Should any actual or potential conflict of interest arise during the course of this engagement — whether as a result of new information, changes in circumstances, or the Firm's acceptance of new client matters — the Firm will promptly notify the Company in writing and discuss appropriate steps, which may include obtaining informed written consent from the affected parties, implementing an ethical screen within the Firm, or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with Section 9 below.
7. Confidentiality
All information provided to the Firm by the Company, or otherwise obtained by the Firm in connection with this engagement, will be treated as confidential and subject to the protections of the attorney-client privilege and the work product doctrine, to the fullest extent permitted by applicable law and the California Rules of Professional Conduct. The Firm will maintain appropriate physical, electronic, and administrative safeguards to protect the confidentiality of client information.
The Firm will not disclose confidential information relating to this engagement to any third party without the Company's prior written consent, except in the following limited circumstances:
(a) As required by applicable law, court order, or regulatory directive;
(b) As necessary for the Firm to perform the services contemplated by this engagement, including, without limitation, the delivery of the Opinion Letter to the Purchasers and their counsel at closing, the filing of Form D with the SEC, and communications with Ashford, Blake & Tan LLP in connection with the negotiation of the Transaction Documents; or
(c) As otherwise permitted by the California Rules of Professional Conduct, including in connection with the Firm's defense against any claim, complaint, or proceeding brought against the Firm by or on behalf of the Company.
The Firm's obligations of confidentiality shall survive the termination or completion of this engagement.
8. Document Retention
The Firm's standard document retention policy provides that client files (including both paper and electronic files) will be maintained by the Firm for a period of seven (7) years following the conclusion of the engagement, whether by completion, termination, or otherwise. After the expiration of the seven-year retention period, the Firm may destroy or dispose of client files, including any copies of documents, correspondence, and work product, without further notice to the Company.
Notwithstanding the foregoing, original documents belonging to the Company — including original executed Transaction Documents, certificates, and similar instruments — will be returned to the Company upon written request at any time during or after the engagement. The Company is encouraged to request the return of original documents promptly following the closing of the Financing or the termination of the engagement. Any costs associated with the retrieval, packaging, and shipping of original documents will be borne by the Company.
9. Termination
Either the Company or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by the Company, the Firm will cease work on the matter promptly upon receipt of the Company's written notice of termination, subject to the Firm's professional obligations to take reasonable steps to protect the Company's interests during the transition period.
Upon termination of the engagement by either party, the Company will remain responsible for the payment of all fees and expenses incurred by the Firm through the date of termination, subject in all cases to the Fee Cap set forth in Section 5. The Firm will render a final invoice reflecting all unbilled fees and expenses as of the date of termination, and the retainer on deposit will be applied against such final invoice as provided in Section 5.
Upon termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by the Company, including by promptly making available all relevant files, documents, and work product (subject to the Firm's right to retain copies for its records and as required by applicable rules of professional conduct) and by responding to reasonable inquiries from successor counsel regarding the status of the matter.
10. Limitation of Liability
To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Company to the Firm for services rendered in connection with this matter.
In no event shall the Firm be liable to the Company for any consequential, incidental, indirect, special, or punitive damages, including but not limited to lost profits, lost business opportunities, or diminution in value, arising out of or relating to this engagement, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages. Nothing in this Section 10 shall be construed to limit the Company's rights under applicable rules of professional conduct or to waive any rights that cannot be waived as a matter of law.
11. Governing Law; Jurisdiction
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-laws principles that would require the application of the laws of any other jurisdiction. The attorney-client relationship established by this Engagement Letter shall also be subject to the California Rules of Professional Conduct as promulgated by the State Bar of California.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's engagement by the Company, including any dispute regarding fees, shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, California. Each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue in such courts.
12. Acceptance and Counterparts
We hope this Engagement Letter accurately reflects your understanding of the terms of our engagement. If the foregoing terms are acceptable to the Company, we respectfully request that you sign and return a copy of this letter to the undersigned at your earliest convenience. Your signature below will confirm the Company's agreement to the terms and conditions set forth herein and will authorize the Firm to commence work on this matter.
This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by electronic mail (including PDF) or by other electronic transmission, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.
We are excited to work with you and the GenomeDx team on this Financing, and we are confident that the Firm is well positioned to provide the Company with efficient, high-quality legal services in connection with this transaction. Please do not hesitate to contact Howard Quinn at (415) 392-7812 or hquinn@calderwoodharkness.com, or Wendy Schultz at (415) 392-7845 or wschultz@calderwoodharkness.com, if you have any questions regarding this Engagement Letter or the engagement generally.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Howard Quinn
Title: Partner
Date: September 8, 2025
555 Mission Street, Suite 3200 San Francisco, CA 94105
AGREED AND ACCEPTED:
The undersigned, on behalf of Genome Dx Therapeutics Inc., hereby confirms the Company's agreement to the terms and conditions set forth in this Engagement Letter and authorizes Calderwood & Harkness LLP to commence work on the matter described herein.
GENOME DX THERAPEUTICS INC.
By: ________
Name: Priya Raghavan
Title: General Counsel
Date: ________
4710 Torrey Pines Road, Suite 300 San Diego, CA 92130
cc: Dr. Lena Vasquez, Chief Executive Officer, Genome Dx Therapeutics Inc. cc: Marcus Eaton, Chief Financial Officer, Genome Dx Therapeutics Inc.
Attorney | Role | Hourly Rate
Howard Quinn, Partner | Responsible Partner — overall matter supervision and client relationship management | $1,150
Patricia Dunmore, Partner | Billing Partner — administrative billing oversight and partner-level review | $1,050
Wendy Schultz, Associate | Lead Associate — day-to-day drafting, negotiation, and closing coordination | $725
Omar Siddiqui, Associate | Working Associate — document preparation, due diligence support, and closing checklist management | $575

PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

GENOME DX THERAPEUTICS INC.

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