1013-00003 · Calderwood & Harkness LLP · Transaction Documents

form-of-convertible-promissory-note.docx DOCUMENT M&A / Corporate

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EXHIBIT A

FORM OF CONVERTIBLE PROMISSORY NOTE

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

THIS NOTE HAS BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(a)(2) OF THE SECURITIES ACT AND RULE 506(b) OF REGULATION D PROMULGATED THEREUNDER. ANY RESALE, TRANSFER, OR OTHER DISPOSITION OF THIS NOTE OR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MUST BE MADE IN ACCORDANCE WITH THE PROVISIONS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER, AND THE HOLDER OF THIS NOTE, BY ACCEPTANCE HEREOF, AGREES TO BE BOUND BY THE TRANSFER RESTRICTIONS SET FORTH IN SECTION 11 OF THIS NOTE AND IN THE NOTE PURCHASE AGREEMENT REFERRED TO HEREIN.

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, 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, hereby promises to pay to [HOLDER NAME] or its registered assigns (the "Holder"), the principal sum of [PRINCIPAL AMOUNT] Dollars ($[\_\_\_\_\_\_\_\_]), together with accrued and unpaid interest thereon, on the terms and conditions set forth herein.

This Convertible Promissory Note (this "Note") is one of a series of Convertible Promissory Notes (collectively, the "Notes") issued pursuant to that certain Note Purchase Agreement, dated as of September 12, 2025 (the "Purchase Agreement"), by and among the Company and the Purchasers named therein, in an aggregate principal amount of Eight Million Dollars ($8,000,000). Unless otherwise defined herein, capitalized terms used in this Note shall have the meanings ascribed to them in the Purchase Agreement.

This Note is subject to the following terms and conditions:

Section 1. Definitions

As used in this Note, the following terms shall have the following meanings:

"Change of Control" means (a) any merger, consolidation, or reorganization of the Company with or into another entity (whether or not the Company is the surviving entity) in which the stockholders of the Company immediately prior to such transaction hold, in the aggregate, less than fifty percent (50%) of the voting power of the surviving or resulting entity immediately following the consummation of such transaction; (b) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company in a single transaction or a series of related transactions; or (c) any transaction or series of related transactions (including, without limitation, any stock purchase, tender offer, or recapitalization) resulting in any person or "group" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) acquiring beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the outstanding voting stock of the Company. Notwithstanding the foregoing, a "Change of Control" shall not include (x) a transaction the primary purpose of which is to change the Company's state of incorporation, (y) a transaction the primary purpose of which is to create a holding company structure, or (z) a Qualified Financing.

"Company" means Genome Dx Therapeutics Inc., a Delaware corporation, and any successor thereto.

"Conversion Price" has the meaning set forth in Section 4(a). For the avoidance of doubt, the Conversion Price shall be the lesser of the discount Price and the Cap Price, as calculated at the time of conversion.

"Cap Price" means the quotient obtained by dividing (i) the Valuation Cap by (ii) the Fully Diluted Capitalization immediately prior to the closing of the Qualified Financing. For illustrative purposes only, based on the Company's current Fully Diluted Capitalization of approximately 112,800,000 shares, the Cap Price would equal $95,000,000 ÷ 112,800,000 = approximately $0.8422 per share. The actual Cap Price shall be determined as of the date of closing of the Qualified Financing based on the then-current Fully Diluted Capitalization.

"discount Price" means an amount equal to eighty percent (80%) of the per-share price paid by the purchasers of equity securities in the Qualified Financing, reflecting a twenty percent (20%) discount to such per-share price.

"Fully Diluted Capitalization" means the total number of shares of the Company's capital stock outstanding immediately prior to the closing of the Qualified Financing, calculated on a fully diluted basis, assuming the full conversion or exercise of all outstanding options, warrants, convertible securities (other than the Notes and any other convertible promissory notes or Simple Agreements for Future Equity that would convert in connection with the Qualified Financing), and all shares reserved and available for future issuance under the Company's equity incentive plans (including, without limitation, the Company's 2023 Equity Incentive Plan, as amended), whether vested or unvested, exercised or unexercised.

"Holder" means the registered holder of this Note, as set forth on the books and records of the Company.

"Majority Holders" means, at any given time, those Holders of Notes representing more than fifty percent (50%) of the aggregate outstanding principal amount of all Notes then issued and outstanding under the Purchase Agreement. For the avoidance of doubt, as of the Date of Issuance, the aggregate principal amount of all Notes is $8,000,000, and accordingly the Majority Holders would be those Holders holding Notes with an aggregate outstanding principal amount in excess of $4,000,000.

"Maturity Date" means March 12, 2027, which is the date that is eighteen (18) months from the Date of Issuance.

"Note" means this Convertible Promissory Note, and "Notes" means this Convertible Promissory Note and all other Convertible Promissory Notes issued pursuant to the Purchase Agreement, collectively.

"Purchase Agreement" means that certain Note Purchase Agreement, dated as of September 12, 2025, by and among the Company and the Purchasers named therein, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Qualified Financing" means the next round of equity financing of the Company following the Date of Issuance in which the Company sells and issues shares of its Preferred Stock (or securities convertible into Preferred Stock) and receives aggregate gross cash proceeds of at least Twenty-Five Million Dollars ($25,000,000), excluding (i) any amounts received upon conversion of the Notes, (ii) any amounts received upon conversion of any other convertible promissory notes, Simple Agreements for Future Equity, or similar convertible instruments then outstanding, and (iii) any amounts received as non-cash consideration or in-kind contributions.

"Senior Indebtedness" has the meaning set forth in Section 8.

"Series B-1 Preferred Stock" means a new series of Preferred Stock of the Company to be created, authorized, and designated for purposes of optional conversion pursuant to Section 4(b), having the rights, preferences, privileges, and restrictions set forth in Section 4(b).

"Valuation Cap" means Ninety-Five Million Dollars ($95,000,000), on a pre-money basis.

Section 2. Interest

2(a). Interest shall accrue on the outstanding principal amount of this Note at a rate of seven percent (7.00%) per annum (700 basis points), commencing on the Date of Issuance (September 12, 2025) and continuing until the earlier of (i) the date on which this Note is converted in accordance with Section 4, (ii) the date on which this Note is repaid in full in accordance with Section 3 or Section 5, or (iii) the date on which all obligations under this Note are otherwise satisfied in full.

2(b). Interest shall be computed on the basis of a three hundred sixty-five (365)-day year for the actual number of days elapsed (including the first day but excluding the last day). Interest shall accrue as simple interest and shall not compound at any time during the term of this Note.

2(c). No periodic payments of interest shall be due or payable during the term of this Note. All accrued and unpaid interest shall be payable at the Maturity Date (together with all outstanding principal), upon conversion of this Note pursuant to Section 4 (in which case accrued interest shall convert into shares of capital stock together with the outstanding principal), or upon any prepayment of this Note pursuant to Section 5, whichever occurs first.

2(d). For illustrative purposes only: if the aggregate principal amount of all Notes outstanding on the Maturity Date is $8,000,000, the total accrued and unpaid interest on all Notes at the Maturity Date (assuming no prior conversion or prepayment) would be $8,000,000 × 7.00% × 1.5 years = $840,000, resulting in a total repayment obligation at maturity of $8,840,000 in the aggregate for all Notes.

2(e). In no event shall the rate of interest payable hereunder exceed the maximum rate of interest permitted to be charged under applicable law. If any interest paid or payable hereunder exceeds the maximum lawful rate, such excess shall be applied to the outstanding principal amount of this Note or, if the principal has been paid in full, refunded to the Company.

Section 3. Maturity; Repayment

3(a). Maturity Date. Unless this Note has been earlier converted in accordance with Section 4 or prepaid in accordance with Section 5, all outstanding principal, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Maturity Date (March 12, 2027). All payments of principal and interest due hereunder shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Holder shall designate in writing to the Company not fewer than five (5) business days prior to the date any such payment is due.

3(b). No Scheduled Amortization. This Note does not provide for any scheduled payments of principal or interest prior to the Maturity Date. All principal and interest amounts shall accrue and remain outstanding until the Maturity Date, unless this Note is earlier converted pursuant to Section 4 or prepaid pursuant to Section 5. For the avoidance of doubt, the Company shall have no obligation to establish any sinking fund or make any periodic deposits for the repayment of this Note.

Section 4. Conversion

4(a). Automatic Conversion upon Qualified Financing. Upon the closing of a Qualified Financing, the entire outstanding principal amount of this Note, together with all accrued and unpaid interest thereon as of the date of such closing, shall automatically convert, without any further action by the Holder, into that number of fully paid and nonassessable shares of the series of Preferred Stock sold in the Qualified Financing (the "Qualified Financing Shares"), determined by dividing (x) the sum of (A) the outstanding principal amount of this Note plus (B) all accrued and unpaid interest thereon, by (y) the Conversion Price.

The "Conversion Price" shall be the lesser of:

(i) the discount Price, which shall be equal to eighty percent (80%) of the per-share price paid by the purchasers of equity securities in the Qualified Financing (reflecting a twenty percent (20%) discount to such per-share price); or

(ii) the Cap Price, which shall be equal to the quotient obtained by dividing (A) Ninety-Five Million Dollars ($95,000,000) (the Valuation Cap) by (B) the Fully Diluted Capitalization immediately prior to the closing of the Qualified Financing.

The shares of Preferred Stock issued upon conversion of this Note pursuant to this Section 4(a) shall carry the same rights, preferences, privileges, and restrictions as the shares of Preferred Stock sold to the new investors in the Qualified Financing, except that the per-share price paid by the Holder (i.e., the Conversion Price) may differ from the per-share price paid by such new investors. For the avoidance of doubt, the number of shares issuable to the Holder upon conversion shall equal (Outstanding Principal + Accrued Interest) ÷ Conversion Price.

Upon automatic conversion of this Note pursuant to this Section 4(a), this Note shall be deemed cancelled and shall be of no further force or effect, and all obligations of the Company hereunder (other than obligations that by their nature survive termination) shall be deemed satisfied in full. The Company shall promptly provide written notice to the Holder of the consummation of the Qualified Financing and the terms of the conversion, including the applicable Conversion Price, the number of shares issued, and the date of conversion.

4(b). Optional Conversion at Maturity. If no Qualified Financing has closed on or before the Maturity Date, the Majority Holders may elect, by delivery of written notice to the Company given not later than five (5) business days after the Maturity Date, to convert all (but not less than all) outstanding principal and accrued and unpaid interest under all Notes then outstanding into shares of Series B-1 Preferred Stock at a conversion price per share equal to the Cap Price. For illustrative purposes only, based on the Company's current Fully Diluted Capitalization of approximately 112,800,000 shares, the Cap Price would be approximately $0.8422 per share, and upon conversion of all Notes (assuming $8,000,000 in aggregate principal and $840,000 in aggregate accrued interest at the Maturity Date), the aggregate number of shares of Series B-1 Preferred Stock issuable upon such conversion would be approximately $8,840,000 ÷ $0.8422 ≈ 10,496,319 shares.

The Series B-1 Preferred Stock shall have rights, preferences, privileges, and restrictions substantially identical to the Company's existing Series B Preferred Stock (as set forth in the Company's Amended and Restated Certificate of Incorporation, as then in effect), as reasonably determined by the Board of Directors of the Company in good faith and in consultation with the Majority Holders, including without limitation: (1) a liquidation preference equal to the applicable conversion price per share, (2) customary anti-dilution protections (broad-based weighted average), (3) voting rights on an as-converted basis, and (4) such other protective provisions as are contained in the Company's existing Series B Preferred Stock documents. Prior to the issuance of Series B-1 Preferred Stock, the Company shall file an appropriate amendment to its Amended and Restated Certificate of Incorporation to authorize and designate the Series B-1 Preferred Stock.

If the Majority Holders do not elect optional conversion pursuant to this Section 4(b) within the five (5) business day period specified above, all outstanding principal and accrued and unpaid interest under all Notes shall be due and payable in cash on the Maturity Date in accordance with Section 3(a), and this Section 4(b) shall be of no further force or effect. For the avoidance of doubt, the election by the Majority Holders to convert under this Section 4(b) shall be binding on all Holders, and all Notes shall convert simultaneously.

4(c). Mechanics of Conversion. Upon conversion of this Note pursuant to Section 4(a), Section 4(b), or Section 4(d)(ii), the following procedures shall apply:

(i) The Holder shall surrender this Note to the Company at its principal office located at 4710 Torrey Pines Road, Suite 300, San Diego, California 92130, or at such other address as the Company may designate by written notice to the Holder. In the event this Note has been lost, stolen, or destroyed, the Holder shall deliver to the Company an affidavit of lost note and, if required by the Company, a customary indemnity agreement, in each case in form and substance reasonably satisfactory to the Company.

(ii) As promptly as practicable following the surrender of this Note (and in any event within ten (10) business days thereof), the Company shall issue and deliver to the Holder a stock certificate or book-entry statement representing the number of shares of Preferred Stock (or other capital stock, as applicable) issuable upon such conversion, registered in the name of the Holder (or its nominee or designee, as applicable).

(iii) No fractional shares of capital stock shall be issued upon conversion of this Note. In lieu of issuing any fractional share, the Company shall round down the number of shares issuable to the nearest whole share and shall pay to the Holder, in cash, an amount equal to the product of (A) such fractional share and (B) the applicable Conversion Price.

(iv) The Company shall at all times reserve and keep available, out of its authorized but unissued shares of Preferred Stock (or other capital stock, as applicable), a sufficient number of shares to provide for the full conversion of all Notes then outstanding. If at any time the number of authorized but unissued shares of Preferred Stock is insufficient for such purpose, the Company shall take such corporate action as may be necessary to increase the number of authorized shares to a number sufficient to permit the full conversion of all outstanding Notes.

4(d). Change of Control. Upon a Change of Control occurring prior to the conversion or repayment of this Note in full, the following provisions shall apply:

(i) The Company shall provide written notice to the Holder (a "Change of Control Notice") at least ten (10) days prior to the anticipated closing of the Change of Control transaction. The Change of Control Notice shall include a summary description of the material terms and conditions of the Change of Control transaction, the anticipated closing date, and the elections available to the Holder under this Section 4(d).

(ii) The Holder may elect, by delivery of written notice to the Company no later than three (3) business days prior to the closing of the Change of Control transaction, one of the following:

(A) Repayment at Premium: Repayment by the Company of an amount equal to two times (2.0×) the outstanding principal amount of this Note, plus all accrued and unpaid interest thereon (the "Change of Control Premium"). For illustrative purposes, if all Notes remain outstanding and the Change of Control occurs at the Maturity Date, the aggregate Change of Control Premium payable to all Holders would be (2.0 × $8,000,000) + $840,000 = $16,840,000; or

(B) Conversion: Conversion of the entire outstanding principal amount of this Note, together with all accrued and unpaid interest thereon, into shares of the Company's Common Stock (or, at the election of the Company, such other class or series of capital stock as the Company may reasonably determine) at a conversion price per share equal to the Cap Price (approximately $0.8422 per share, based on the Company's current Fully Diluted Capitalization of approximately 112,800,000 shares, with the actual Cap Price to be calculated as of the date of closing of the Change of Control transaction).

(iii) If the Holder fails to deliver a timely election notice pursuant to clause (ii) above, the Holder shall be deemed to have elected repayment at the Change of Control Premium under clause (ii)(A) above.

(iv) Payment of the Change of Control Premium, or issuance of shares upon conversion, as applicable, shall occur simultaneously with, or immediately following, the closing of the Change of Control transaction. The Company shall take all actions necessary to ensure that adequate funds or shares, as applicable, are available at the closing of the Change of Control transaction to satisfy its obligations under this Section 4(d). If the proceeds of the Change of Control transaction available for distribution to the Holder are insufficient to pay the full Change of Control Premium, the Holder shall receive its pro rata share of available proceeds (together with all other Holders and creditors of the Company, in accordance with applicable law and the relative priority of claims).

Section 5. Prepayment

5(a). The Company may, at its option, prepay this Note in whole or in part at any time prior to the Maturity Date; provided, however, that (i) the Company shall provide the Holder with not less than fifteen (15) days' prior written notice of its intention to prepay (a "Prepayment Notice"), which Prepayment Notice shall specify the aggregate principal amount to be prepaid and the proposed date of prepayment, and (ii) such prepayment shall require the prior written consent of the Majority Holders.

5(b). No prepayment premium or penalty shall be payable in connection with any prepayment of this Note.

5(c). Any prepayment shall be applied first to accrued and unpaid interest on the principal amount being prepaid, and thereafter to the outstanding principal amount of this Note.

5(d). In the event of any partial prepayment of the Notes, such prepayment shall be applied pro rata among all outstanding Notes based on their respective outstanding principal amounts. No partial prepayment of this Note shall be permitted unless partial prepayments are simultaneously made on a pro rata basis with respect to all other outstanding Notes.

5(e). During the fifteen (15)-day period following the Company's delivery of a Prepayment Notice, if a Qualified Financing closes, the provisions of Section 4(a) shall govern and the prepayment shall not be consummated.

Section 6. Unsecured Obligation

6(a). This Note is a general unsecured obligation of the Company, ranking in right of payment behind all Senior Indebtedness (as defined in Section 8) and pari passu with all other Notes issued under the Purchase Agreement.

6(b). This Note is not secured by any collateral, lien, pledge, charge, or security interest in or on any property or assets of the Company or any of its subsidiaries. The Holder shall have no right to any specific assets of the Company as security for the obligations evidenced by this Note.

6(c). This Note shall rank pari passu in right of payment with all other Notes issued under the Purchase Agreement, and no Holder shall have any priority of payment over any other Holder with respect to the Notes, whether by reason of the date of issuance of such Holder's Note, the principal amount thereof, or otherwise.

Section 7. Most Favored Nation

7(a). If the Company, at any time while any Notes remain outstanding and prior to the closing of a Qualified Financing, issues any convertible promissory notes, Simple Agreements for Future Equity ("SAFEs"), or similar convertible debt or equity instruments to any person or entity (each, a "Subsequent Instrument") on terms that are, taken as a whole, more favorable to the holder of such Subsequent Instrument than the terms of this Note (including, without limitation, a lower valuation cap, a higher discount rate, a higher interest rate, more favorable conversion mechanics, additional investor protections, or more favorable maturity or repayment terms), the Company shall promptly (and in any event within five (5) business days of the issuance of such Subsequent Instrument) provide written notice to all Holders of the issuance of such Subsequent Instrument, together with a complete and accurate copy thereof (including all schedules, exhibits, and side letters related thereto).

7(b). Upon receipt of such notice, any Holder shall have the right, exercisable by delivery of written notice to the Company within fifteen (15) days following receipt of the Company's notice, to amend this Note to incorporate any and all of the more favorable terms contained in such Subsequent Instrument (the "MFN Amendment"). The Company shall promptly execute and deliver to such Holder an amended and restated version of this Note reflecting such more favorable terms, effective as of the date of issuance of the Subsequent Instrument.

7(c). For the avoidance of doubt, the most favored nation right set forth in this Section 7 shall not apply to the principal amount of any Subsequent Instrument. Each Holder may independently elect whether to exercise the MFN Amendment right with respect to its Note, and such election shall not require the consent of any other Holder or the Majority Holders. The MFN Amendment right shall terminate upon the earlier of (i) the closing of a Qualified Financing or (ii) the Maturity Date.

Section 8. Subordination

8(a). The indebtedness evidenced by this Note, including all principal and accrued and unpaid interest hereon, is hereby expressly subordinated in right of payment, to the extent and in the manner set forth in this Section 8, to all Senior Indebtedness of the Company.

8(b). "Senior Indebtedness" means all indebtedness of the Company for borrowed money (whether now existing or hereafter incurred) that is designated in writing by the Company as senior to the Notes in right of payment, including, without limitation, the principal of, premium (if any), interest on, fees, costs, and charges relating to, and all other obligations arising under or in connection with, such indebtedness, together with any refinancings, extensions, renewals, or replacements thereof; provided, however, that the aggregate principal amount of Senior Indebtedness outstanding at any time shall not exceed Three Million Dollars ($3,000,000). For the avoidance of doubt, Senior Indebtedness may include, by way of example, indebtedness incurred under a venture debt or term loan facility with a commercial bank or specialty lender. Senior Indebtedness shall not include (i) trade payables or accrued liabilities arising in the ordinary course of the Company's business, (ii) indebtedness to any officer, director, or stockholder of the Company, or (iii) any indebtedness that by its terms is pari passu with or subordinated to the Notes.

8(c). The Holder agrees that, upon the occurrence and during the continuance of any event of default under any agreement governing Senior Indebtedness, if the holder of such Senior Indebtedness delivers written notice of such event of default to the Company and the Holder (a "Subordination blockage Notice"), the Holder shall not demand, accept, or receive any payment of principal or interest on this Note for a period of up to one hundred eighty (180) days following the Holder's receipt of such Subordination blockage Notice (the "blockage Period"). Only one Subordination blockage Notice may be given during any consecutive three hundred sixty-five (365)-day period. Upon the expiration of the blockage Period (or the earlier cure or waiver of the event of default giving rise to such Subordination blockage Notice), the Company's obligation to make payments of principal and interest under this Note shall resume in accordance with the terms hereof.

8(d). The Holder agrees to execute and deliver such subordination agreements, intercreditor agreements, and other documents and instruments as may be reasonably requested by a holder of Senior Indebtedness from time to time, on terms consistent with this Section 8 and otherwise on customary terms for subordinated debt instruments.

8(e). In the event of any liquidation, dissolution, winding up, receivership, bankruptcy, insolvency, assignment for the benefit of creditors, or similar proceeding relating to the Company, all Senior Indebtedness shall be paid in full before any payment or distribution is made on account of this Note.

Section 9. Events of Default

9(a). Events of Default Defined. Each of the following events shall constitute an "Event of Default" under this Note:

(i) Payment Default. The Company fails to pay any amount of principal or interest due under this Note when due and payable (whether at the Maturity Date, upon acceleration, or otherwise), and such failure continues for five (5) business days after written notice thereof from the Holder to the Company.

(ii) Bankruptcy. (A) The Company commences a voluntary case or proceeding under any applicable federal, state, or foreign bankruptcy, insolvency, reorganization, or similar law, or consents to the entry of an order for relief in an involuntary case or proceeding under any such law; (B) the Company makes a general assignment for the benefit of its creditors; (C) the Company consents to or acquiesces in the appointment of a receiver, trustee, custodian, liquidator, or similar official for the Company or for all or substantially all of its assets; (D) a court of competent jurisdiction enters an order or decree under any bankruptcy, insolvency, reorganization, or similar law that is for relief against the Company in an involuntary case or proceeding, or appoints a receiver, trustee, custodian, liquidator, or similar official for the Company or for all or substantially all of its assets, or orders the liquidation of the Company, and such order or decree remains unstayed and in effect for sixty (60) consecutive days; or (E) the Company ceases to carry on its business or is unable to pay its debts generally as they come due.

(iii) Material Breach. The Company materially breaches any representation, warranty, covenant, or other obligation under the Purchase Agreement or this Note, and such breach (if curable) remains uncured for a period of thirty (30) days after the earlier of (A) written notice of such breach from the Majority Holders to the Company, or (B) the date on which the Company first becomes aware of such breach.

(iv) Cross-Default. Any indebtedness of the Company for borrowed money in an aggregate principal amount in excess of Five Hundred Thousand Dollars ($500,000) (other than the Notes) is accelerated prior to its stated maturity, or the Company fails to pay any such indebtedness when due (after giving effect to any applicable grace or cure period).

9(b). Remedies upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Majority Holders may, by delivery of written notice to the Company (an "Acceleration Notice"), declare all outstanding principal and accrued and unpaid interest under all Notes to be immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby waived by the Company. In addition, the Holder shall be entitled to exercise all rights and remedies available at law or in equity, including, without limitation, the right to collect from the Company all sums due under this Note. An Event of Default under clause (ii) of Section 9(a) shall result in the automatic acceleration of all outstanding principal and accrued and unpaid interest without any notice or action required by any Holder. The rights and remedies of the Holder under this Section 9(b) are cumulative and not exclusive of any other rights or remedies that the Holder may have at law, in equity, or otherwise.

Section 10. Representations and Covenants of the Company

10(a). Incorporation of Representations and Warranties. The representations and warranties of the Company set forth in the Purchase Agreement are hereby incorporated herein by this reference as if fully set forth in this Note. The Company acknowledges that the Holder is relying on such representations and warranties in accepting this Note and investing in the Company.

10(b). Financial Reporting Covenants. So long as any amount of principal or interest remains outstanding under any Note, the Company covenants and agrees to provide to each Holder:

(i) Quarterly Financial Statements. Unaudited financial statements of the Company (including a balance sheet, income statement, and statement of cash flows) for each fiscal quarter, within forty-five (45) days after the end of each fiscal quarter, prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), consistently applied, subject to year-end audit adjustments and the absence of footnotes.

(ii) Annual Financial Statements. Audited financial statements of the Company (including a balance sheet, income statement, statement of cash flows, and statement of stockholders' equity, together with the notes thereto and the report of the Company's independent registered public accounting firm) for each fiscal year (ending December 31), within one hundred twenty (120) days after the end of each fiscal year, prepared in accordance with GAAP, consistently applied.

10(c). Negative Covenant on Indebtedness. The Company shall not, without the prior written consent of the Majority Holders, incur, create, assume, or guarantee any indebtedness for borrowed money ranking senior to or pari passu with the Notes in right of payment, other than (i) Senior Indebtedness as defined in Section 8 (subject to the $3,000,000 aggregate cap set forth therein), and (ii) trade payables and accrued liabilities incurred in the ordinary course of the Company's business.

Section 11. Transfer Restrictions

11(a). This Note may not be sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of by the Holder without the prior written consent of the Company, which consent may be withheld in the Company's sole and absolute discretion; provided, however, that the Holder may, without the Company's prior written consent, transfer this Note to:

(i) an Affiliate of the Holder (where "Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Holder);

(ii) a trust established for the benefit of the Holder or the Holder's immediate family members (i.e., spouse, domestic partner, parents, siblings, children, and grandchildren); or

(iii) upon the death of the Holder (if the Holder is a natural person), to the Holder's estate, executors, administrators, personal representatives, heirs, or legatees by operation of law or testamentary disposition.

11(b). Any transfer of this Note must comply with all applicable federal and state securities laws, including, without limitation, Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. The transferee must agree in writing to be bound by the terms and conditions of this Note and the Purchase Agreement as a condition to any transfer.

11(c). The Company may, as a condition to any transfer, require that the Holder or the proposed transferee provide the Company with an opinion of counsel reasonably satisfactory to the Company (in form, substance, and from counsel reasonably acceptable to the Company) confirming that the proposed transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.

11(d). Any purported transfer in violation of this Section 11 shall be null and void and of no force or effect, and the Company shall not be required to recognize any such transfer or to register the purported transferee as the holder of this Note.

Section 12. Governing Law; Jurisdiction

12(a). This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.

12(b). Each of the Company and the Holder irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, any state court of the State of Delaware or the United States District Court for the District of Delaware) for the adjudication of any dispute, claim, or cause of action arising out of or relating to this Note or the transactions contemplated hereby, and each of the Company and the Holder irrevocably and unconditionally agrees not to commence any such action, suit, or proceeding except in such courts.

12(c). Each of the Company and the Holder irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding in any court referred to in Section 12(b), and each of the Company and the Holder irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

Section 13. Waiver

13(a). The Company hereby waives presentment for payment, demand for payment, notice of dishonor, protest, notice of protest, and all other notices and demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, to the fullest extent permitted by applicable law.

13(b). No failure or delay by the Holder in exercising any right, power, or remedy under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver by the Holder of any default or breach of this Note shall be deemed a waiver of any subsequent default or breach, whether of the same or a different provision of this Note.

13(c). Any waiver by the Holder must be in writing and signed by the Holder to be effective.

Section 14. Amendment

14(a). This Note may be amended, modified, supplemented, or waived only by a written instrument signed by the Company and the Majority Holders; provided, however, that no amendment, modification, supplement, or waiver that adversely and disproportionately affects any particular Holder relative to the other Holders (including, without limitation, any amendment that would reduce the principal amount, interest rate, or conversion rights of such Holder's Note, extend the Maturity Date, or modify the Change of Control provisions, in each case in a manner that disproportionately affects such Holder) shall be effective without the prior written consent of such adversely affected Holder.

14(b). Notwithstanding Section 14(a), any MFN Amendment effected pursuant to Section 7 may be made by an individual Holder with respect to its own Note without the consent of the Company (other than as set forth in Section 7), the Majority Holders, or any other Holder.

14(c). Any amendment, modification, supplement, or waiver effected in accordance with this Section 14 shall be binding upon the Company and all Holders, whether or not such Holders have consented thereto (except as provided in Section 14(a) with respect to disproportionately affected Holders).

Section 15. Notices

All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Note shall be in writing and shall be delivered as follows:

If to the Company:

Genome Dx Therapeutics Inc. 4710 Torrey Pines Road, Suite 300 San Diego, California 92130

Attention: Marcus Eaton, Chief Financial Officer

Email: meaton@genomedxtx.com

with a copy (which shall not constitute notice) to:

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

Email: praghavan@genomedxtx.com

and a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 555 Mission Street, Suite 3200 San Francisco, California 94105

Attention: Howard Quinn

Email: hquinn@calderwoodharkness.com

If to the Holder:

At the address set forth opposite the Holder's name on the Schedule of Purchasers attached to the Purchase Agreement, or at such other address as the Holder may designate by written notice to the Company in accordance with this Section 15.

with a copy (which shall not constitute notice) to:

Ashford, Blake & Tan LLP 1999 Avenue of the Stars, Suite 2700 Los Angeles, California 90067

Attention: Daniel Nakamura

Email: dnakamura@ashfordblaketan.com

All notices shall be deemed to have been duly given and received: (a) upon receipt, if delivered by hand or by personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as FedEx or Halcyon Partners LLC), with all charges prepaid or billed to the sender's account, for next-business-day delivery; or (c) upon transmission, if sent by electronic mail (email), with confirmation of receipt by the recipient (whether by reply email, read receipt, or other reasonable evidence of receipt). Any party hereto may change its address for purposes of this Section 15 by giving written notice of such change to the other parties in accordance with this Section 15.

Section 16. Severability

If any provision of this Note is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The remaining provisions of this Note shall continue in full force and effect and shall be enforceable in accordance with their terms. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any provision of this Note invalid, illegal, or unenforceable in any respect.

Section 17. Successors and Assigns

This Note shall be binding upon and inure to the benefit of the Company and the Holder and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns (as provided in Section 11). Nothing in this Note, express or implied, is intended to or shall confer upon any person or entity other than the Company and the Holder any right, benefit, or remedy of any nature whatsoever under or by reason of this Note.

Section 18. Entire Agreement

This Note, together with the Purchase Agreement and the other Notes issued thereunder, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties hereto with respect to such subject matter. There are no representations, warranties, promises, covenants, or undertakings, other than those expressly set forth or referred to herein or in the Purchase Agreement.

Section 19. No Stockholder Rights

The Holder, solely by virtue of holding this Note, shall not be deemed to be a stockholder of the Company for any purpose and shall not be entitled to any rights of a stockholder of the Company, including, without limitation, (a) the right to vote on any matter submitted to a vote of the stockholders of the Company, (b) the right to receive dividends or other distributions, (c) the right to receive notice of or attend any meetings of the stockholders of the Company, (d) any preemptive rights, or (e) any rights upon the liquidation, dissolution, or winding up of the Company, unless and until this Note is duly converted into shares of capital stock of the Company in accordance with Section 4 of this Note. Upon such conversion, the Holder shall have only such rights as are accorded to holders of the class and series of capital stock into which this Note has been converted, as set forth in the Company's Amended and Restated Certificate of Incorporation, as then in effect.

[Remainder of page intentionally left blank; signature page follows]

SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE

IN WITNESS WHEREOF, the undersigned have caused this Convertible Promissory Note to be duly executed and delivered as of the date first written above.

COMPANY:

GENOME DX THERAPEUTICS INC.

By: ________

Name: Marcus Eaton

Title: Chief Financial Officer

Date: September 12, 2025

AGREED AND ACCEPTED:

HOLDER:

[Name of Holder as set forth on Schedule of Purchasers]

By: ________

Name: ________

Title: ________

Date: September 12, 2025

(If the Holder is an entity, the individual signing above represents and warrants that he or she has the power and authority to execute this Note on behalf of the Holder. For example, if the Holder is Stonebridge Capital Partners Fund III, L.P., the signature block should read: "By: Stonebridge Capital Management III LLC, its General Partner / By: [signature] / Name: James Calloway / Title: Managing Partner.")

Principal Amount: $[\\\\\\\\]

EXHIBIT A
FORM OF CONVERTIBLE PROMISSORY NOTE
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.
THIS NOTE HAS BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(a)(2) OF THE SECURITIES ACT AND RULE 506(b) OF REGULATION D PROMULGATED THEREUNDER. ANY RESALE, TRANSFER, OR OTHER DISPOSITION OF THIS NOTE OR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MUST BE MADE IN ACCORDANCE WITH THE PROVISIONS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER, AND THE HOLDER OF THIS NOTE, BY ACCEPTANCE HEREOF, AGREES TO BE BOUND BY THE TRANSFER RESTRICTIONS SET FORTH IN SECTION 11 OF THIS NOTE AND IN THE NOTE PURCHASE AGREEMENT REFERRED TO HEREIN.
CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, 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, hereby promises to pay to [HOLDER NAME] or its registered assigns (the "Holder"), the principal sum of [PRINCIPAL AMOUNT] Dollars ($[\_\_\_\_\_\_\_\_]), together with accrued and unpaid interest thereon, on the terms and conditions set forth herein.
This Convertible Promissory Note (this "Note") is one of a series of Convertible Promissory Notes (collectively, the "Notes") issued pursuant to that certain Note Purchase Agreement, dated as of September 12, 2025 (the "Purchase Agreement"), by and among the Company and the Purchasers named therein, in an aggregate principal amount of Eight Million Dollars ($8,000,000). Unless otherwise defined herein, capitalized terms used in this Note shall have the meanings ascribed to them in the Purchase Agreement.
This Note is subject to the following terms and conditions:
Section 1. Definitions
As used in this Note, the following terms shall have the following meanings:
"Change of Control" means (a) any merger, consolidation, or reorganization of the Company with or into another entity (whether or not the Company is the surviving entity) in which the stockholders of the Company immediately prior to such transaction hold, in the aggregate, less than fifty percent (50%) of the voting power of the surviving or resulting entity immediately following the consummation of such transaction; (b) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company in a single transaction or a series of related transactions; or (c) any transaction or series of related transactions (including, without limitation, any stock purchase, tender offer, or recapitalization) resulting in any person or "group" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) acquiring beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the outstanding voting stock of the Company. Notwithstanding the foregoing, a "Change of Control" shall not include (x) a transaction the primary purpose of which is to change the Company's state of incorporation, (y) a transaction the primary purpose of which is to create a holding company structure, or (z) a Qualified Financing.
"Company" means Genome Dx Therapeutics Inc., a Delaware corporation, and any successor thereto.
"Conversion Price" has the meaning set forth in Section 4(a). For the avoidance of doubt, the Conversion Price shall be the lesser of the discount Price and the Cap Price, as calculated at the time of conversion.
"Cap Price" means the quotient obtained by dividing (i) the Valuation Cap by (ii) the Fully Diluted Capitalization immediately prior to the closing of the Qualified Financing. For illustrative purposes only, based on the Company's current Fully Diluted Capitalization of approximately 112,800,000 shares, the Cap Price would equal $95,000,000 ÷ 112,800,000 = approximately $0.8422 per share. The actual Cap Price shall be determined as of the date of closing of the Qualified Financing based on the then-current Fully Diluted Capitalization.
"discount Price" means an amount equal to eighty percent (80%) of the per-share price paid by the purchasers of equity securities in the Qualified Financing, reflecting a twenty percent (20%) discount to such per-share price.
"Fully Diluted Capitalization" means the total number of shares of the Company's capital stock outstanding immediately prior to the closing of the Qualified Financing, calculated on a fully diluted basis, assuming the full conversion or exercise of all outstanding options, warrants, convertible securities (other than the Notes and any other convertible promissory notes or Simple Agreements for Future Equity that would convert in connection with the Qualified Financing), and all shares reserved and available for future issuance under the Company's equity incentive plans (including, without limitation, the Company's 2023 Equity Incentive Plan, as amended), whether vested or unvested, exercised or unexercised.
"Holder" means the registered holder of this Note, as set forth on the books and records of the Company.
"Majority Holders" means, at any given time, those Holders of Notes representing more than fifty percent (50%) of the aggregate outstanding principal amount of all Notes then issued and outstanding under the Purchase Agreement. For the avoidance of doubt, as of the Date of Issuance, the aggregate principal amount of all Notes is $8,000,000, and accordingly the Majority Holders would be those Holders holding Notes with an aggregate outstanding principal amount in excess of $4,000,000.
"Maturity Date" means March 12, 2027, which is the date that is eighteen (18) months from the Date of Issuance.
"Note" means this Convertible Promissory Note, and "Notes" means this Convertible Promissory Note and all other Convertible Promissory Notes issued pursuant to the Purchase Agreement, collectively.
"Purchase Agreement" means that certain Note Purchase Agreement, dated as of September 12, 2025, by and among the Company and the Purchasers named therein, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Qualified Financing" means the next round of equity financing of the Company following the Date of Issuance in which the Company sells and issues shares of its Preferred Stock (or securities convertible into Preferred Stock) and receives aggregate gross cash proceeds of at least Twenty-Five Million Dollars ($25,000,000), excluding (i) any amounts received upon conversion of the Notes, (ii) any amounts received upon conversion of any other convertible promissory notes, Simple Agreements for Future Equity, or similar convertible instruments then outstanding, and (iii) any amounts received as non-cash consideration or in-kind contributions.
"Senior Indebtedness" has the meaning set forth in Section 8.
"Series B-1 Preferred Stock" means a new series of Preferred Stock of the Company to be created, authorized, and designated for purposes of optional conversion pursuant to Section 4(b), having the rights, preferences, privileges, and restrictions set forth in Section 4(b).
"Valuation Cap" means Ninety-Five Million Dollars ($95,000,000), on a pre-money basis.
Section 2. Interest
2(a). Interest shall accrue on the outstanding principal amount of this Note at a rate of seven percent (7.00%) per annum (700 basis points), commencing on the Date of Issuance (September 12, 2025) and continuing until the earlier of (i) the date on which this Note is converted in accordance with Section 4, (ii) the date on which this Note is repaid in full in accordance with Section 3 or Section 5, or (iii) the date on which all obligations under this Note are otherwise satisfied in full.
2(b). Interest shall be computed on the basis of a three hundred sixty-five (365)-day year for the actual number of days elapsed (including the first day but excluding the last day). Interest shall accrue as simple interest and shall not compound at any time during the term of this Note.
2(c). No periodic payments of interest shall be due or payable during the term of this Note. All accrued and unpaid interest shall be payable at the Maturity Date (together with all outstanding principal), upon conversion of this Note pursuant to Section 4 (in which case accrued interest shall convert into shares of capital stock together with the outstanding principal), or upon any prepayment of this Note pursuant to Section 5, whichever occurs first.
2(d). For illustrative purposes only: if the aggregate principal amount of all Notes outstanding on the Maturity Date is $8,000,000, the total accrued and unpaid interest on all Notes at the Maturity Date (assuming no prior conversion or prepayment) would be $8,000,000 × 7.00% × 1.5 years = $840,000, resulting in a total repayment obligation at maturity of $8,840,000 in the aggregate for all Notes.
2(e). In no event shall the rate of interest payable hereunder exceed the maximum rate of interest permitted to be charged under applicable law. If any interest paid or payable hereunder exceeds the maximum lawful rate, such excess shall be applied to the outstanding principal amount of this Note or, if the principal has been paid in full, refunded to the Company.
Section 3. Maturity; Repayment
3(a). Maturity Date. Unless this Note has been earlier converted in accordance with Section 4 or prepaid in accordance with Section 5, all outstanding principal, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Maturity Date (March 12, 2027). All payments of principal and interest due hereunder shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Holder shall designate in writing to the Company not fewer than five (5) business days prior to the date any such payment is due.
3(b). No Scheduled Amortization. This Note does not provide for any scheduled payments of principal or interest prior to the Maturity Date. All principal and interest amounts shall accrue and remain outstanding until the Maturity Date, unless this Note is earlier converted pursuant to Section 4 or prepaid pursuant to Section 5. For the avoidance of doubt, the Company shall have no obligation to establish any sinking fund or make any periodic deposits for the repayment of this Note.
Section 4. Conversion
4(a). Automatic Conversion upon Qualified Financing. Upon the closing of a Qualified Financing, the entire outstanding principal amount of this Note, together with all accrued and unpaid interest thereon as of the date of such closing, shall automatically convert, without any further action by the Holder, into that number of fully paid and nonassessable shares of the series of Preferred Stock sold in the Qualified Financing (the "Qualified Financing Shares"), determined by dividing (x) the sum of (A) the outstanding principal amount of this Note plus (B) all accrued and unpaid interest thereon, by (y) the Conversion Price.
The "Conversion Price" shall be the lesser of:
(i) the discount Price, which shall be equal to eighty percent (80%) of the per-share price paid by the purchasers of equity securities in the Qualified Financing (reflecting a twenty percent (20%) discount to such per-share price); or
(ii) the Cap Price, which shall be equal to the quotient obtained by dividing (A) Ninety-Five Million Dollars ($95,000,000) (the Valuation Cap) by (B) the Fully Diluted Capitalization immediately prior to the closing of the Qualified Financing.
The shares of Preferred Stock issued upon conversion of this Note pursuant to this Section 4(a) shall carry the same rights, preferences, privileges, and restrictions as the shares of Preferred Stock sold to the new investors in the Qualified Financing, except that the per-share price paid by the Holder (i.e., the Conversion Price) may differ from the per-share price paid by such new investors. For the avoidance of doubt, the number of shares issuable to the Holder upon conversion shall equal (Outstanding Principal + Accrued Interest) ÷ Conversion Price.
Upon automatic conversion of this Note pursuant to this Section 4(a), this Note shall be deemed cancelled and shall be of no further force or effect, and all obligations of the Company hereunder (other than obligations that by their nature survive termination) shall be deemed satisfied in full. The Company shall promptly provide written notice to the Holder of the consummation of the Qualified Financing and the terms of the conversion, including the applicable Conversion Price, the number of shares issued, and the date of conversion.
4(b). Optional Conversion at Maturity. If no Qualified Financing has closed on or before the Maturity Date, the Majority Holders may elect, by delivery of written notice to the Company given not later than five (5) business days after the Maturity Date, to convert all (but not less than all) outstanding principal and accrued and unpaid interest under all Notes then outstanding into shares of Series B-1 Preferred Stock at a conversion price per share equal to the Cap Price. For illustrative purposes only, based on the Company's current Fully Diluted Capitalization of approximately 112,800,000 shares, the Cap Price would be approximately $0.8422 per share, and upon conversion of all Notes (assuming $8,000,000 in aggregate principal and $840,000 in aggregate accrued interest at the Maturity Date), the aggregate number of shares of Series B-1 Preferred Stock issuable upon such conversion would be approximately $8,840,000 ÷ $0.8422 ≈ 10,496,319 shares.
The Series B-1 Preferred Stock shall have rights, preferences, privileges, and restrictions substantially identical to the Company's existing Series B Preferred Stock (as set forth in the Company's Amended and Restated Certificate of Incorporation, as then in effect), as reasonably determined by the Board of Directors of the Company in good faith and in consultation with the Majority Holders, including without limitation: (1) a liquidation preference equal to the applicable conversion price per share, (2) customary anti-dilution protections (broad-based weighted average), (3) voting rights on an as-converted basis, and (4) such other protective provisions as are contained in the Company's existing Series B Preferred Stock documents. Prior to the issuance of Series B-1 Preferred Stock, the Company shall file an appropriate amendment to its Amended and Restated Certificate of Incorporation to authorize and designate the Series B-1 Preferred Stock.
If the Majority Holders do not elect optional conversion pursuant to this Section 4(b) within the five (5) business day period specified above, all outstanding principal and accrued and unpaid interest under all Notes shall be due and payable in cash on the Maturity Date in accordance with Section 3(a), and this Section 4(b) shall be of no further force or effect. For the avoidance of doubt, the election by the Majority Holders to convert under this Section 4(b) shall be binding on all Holders, and all Notes shall convert simultaneously.
4(c). Mechanics of Conversion. Upon conversion of this Note pursuant to Section 4(a), Section 4(b), or Section 4(d)(ii), the following procedures shall apply:
(i) The Holder shall surrender this Note to the Company at its principal office located at 4710 Torrey Pines Road, Suite 300, San Diego, California 92130, or at such other address as the Company may designate by written notice to the Holder. In the event this Note has been lost, stolen, or destroyed, the Holder shall deliver to the Company an affidavit of lost note and, if required by the Company, a customary indemnity agreement, in each case in form and substance reasonably satisfactory to the Company.
(ii) As promptly as practicable following the surrender of this Note (and in any event within ten (10) business days thereof), the Company shall issue and deliver to the Holder a stock certificate or book-entry statement representing the number of shares of Preferred Stock (or other capital stock, as applicable) issuable upon such conversion, registered in the name of the Holder (or its nominee or designee, as applicable).
(iii) No fractional shares of capital stock shall be issued upon conversion of this Note. In lieu of issuing any fractional share, the Company shall round down the number of shares issuable to the nearest whole share and shall pay to the Holder, in cash, an amount equal to the product of (A) such fractional share and (B) the applicable Conversion Price.
(iv) The Company shall at all times reserve and keep available, out of its authorized but unissued shares of Preferred Stock (or other capital stock, as applicable), a sufficient number of shares to provide for the full conversion of all Notes then outstanding. If at any time the number of authorized but unissued shares of Preferred Stock is insufficient for such purpose, the Company shall take such corporate action as may be necessary to increase the number of authorized shares to a number sufficient to permit the full conversion of all outstanding Notes.
4(d). Change of Control. Upon a Change of Control occurring prior to the conversion or repayment of this Note in full, the following provisions shall apply:
(i) The Company shall provide written notice to the Holder (a "Change of Control Notice") at least ten (10) days prior to the anticipated closing of the Change of Control transaction. The Change of Control Notice shall include a summary description of the material terms and conditions of the Change of Control transaction, the anticipated closing date, and the elections available to the Holder under this Section 4(d).
(ii) The Holder may elect, by delivery of written notice to the Company no later than three (3) business days prior to the closing of the Change of Control transaction, one of the following:
(A) Repayment at Premium: Repayment by the Company of an amount equal to two times (2.0×) the outstanding principal amount of this Note, plus all accrued and unpaid interest thereon (the "Change of Control Premium"). For illustrative purposes, if all Notes remain outstanding and the Change of Control occurs at the Maturity Date, the aggregate Change of Control Premium payable to all Holders would be (2.0 × $8,000,000) + $840,000 = $16,840,000; or
(B) Conversion: Conversion of the entire outstanding principal amount of this Note, together with all accrued and unpaid interest thereon, into shares of the Company's Common Stock (or, at the election of the Company, such other class or series of capital stock as the Company may reasonably determine) at a conversion price per share equal to the Cap Price (approximately $0.8422 per share, based on the Company's current Fully Diluted Capitalization of approximately 112,800,000 shares, with the actual Cap Price to be calculated as of the date of closing of the Change of Control transaction).
(iii) If the Holder fails to deliver a timely election notice pursuant to clause (ii) above, the Holder shall be deemed to have elected repayment at the Change of Control Premium under clause (ii)(A) above.
(iv) Payment of the Change of Control Premium, or issuance of shares upon conversion, as applicable, shall occur simultaneously with, or immediately following, the closing of the Change of Control transaction. The Company shall take all actions necessary to ensure that adequate funds or shares, as applicable, are available at the closing of the Change of Control transaction to satisfy its obligations under this Section 4(d). If the proceeds of the Change of Control transaction available for distribution to the Holder are insufficient to pay the full Change of Control Premium, the Holder shall receive its pro rata share of available proceeds (together with all other Holders and creditors of the Company, in accordance with applicable law and the relative priority of claims).
Section 5. Prepayment
5(a). The Company may, at its option, prepay this Note in whole or in part at any time prior to the Maturity Date; provided, however, that (i) the Company shall provide the Holder with not less than fifteen (15) days' prior written notice of its intention to prepay (a "Prepayment Notice"), which Prepayment Notice shall specify the aggregate principal amount to be prepaid and the proposed date of prepayment, and (ii) such prepayment shall require the prior written consent of the Majority Holders.
5(b). No prepayment premium or penalty shall be payable in connection with any prepayment of this Note.
5(c). Any prepayment shall be applied first to accrued and unpaid interest on the principal amount being prepaid, and thereafter to the outstanding principal amount of this Note.
5(d). In the event of any partial prepayment of the Notes, such prepayment shall be applied pro rata among all outstanding Notes based on their respective outstanding principal amounts. No partial prepayment of this Note shall be permitted unless partial prepayments are simultaneously made on a pro rata basis with respect to all other outstanding Notes.
5(e). During the fifteen (15)-day period following the Company's delivery of a Prepayment Notice, if a Qualified Financing closes, the provisions of Section 4(a) shall govern and the prepayment shall not be consummated.
Section 6. Unsecured Obligation
6(a). This Note is a general unsecured obligation of the Company, ranking in right of payment behind all Senior Indebtedness (as defined in Section 8) and pari passu with all other Notes issued under the Purchase Agreement.
6(b). This Note is not secured by any collateral, lien, pledge, charge, or security interest in or on any property or assets of the Company or any of its subsidiaries. The Holder shall have no right to any specific assets of the Company as security for the obligations evidenced by this Note.
6(c). This Note shall rank pari passu in right of payment with all other Notes issued under the Purchase Agreement, and no Holder shall have any priority of payment over any other Holder with respect to the Notes, whether by reason of the date of issuance of such Holder's Note, the principal amount thereof, or otherwise.
Section 7. Most Favored Nation
7(a). If the Company, at any time while any Notes remain outstanding and prior to the closing of a Qualified Financing, issues any convertible promissory notes, Simple Agreements for Future Equity ("SAFEs"), or similar convertible debt or equity instruments to any person or entity (each, a "Subsequent Instrument") on terms that are, taken as a whole, more favorable to the holder of such Subsequent Instrument than the terms of this Note (including, without limitation, a lower valuation cap, a higher discount rate, a higher interest rate, more favorable conversion mechanics, additional investor protections, or more favorable maturity or repayment terms), the Company shall promptly (and in any event within five (5) business days of the issuance of such Subsequent Instrument) provide written notice to all Holders of the issuance of such Subsequent Instrument, together with a complete and accurate copy thereof (including all schedules, exhibits, and side letters related thereto).
7(b). Upon receipt of such notice, any Holder shall have the right, exercisable by delivery of written notice to the Company within fifteen (15) days following receipt of the Company's notice, to amend this Note to incorporate any and all of the more favorable terms contained in such Subsequent Instrument (the "MFN Amendment"). The Company shall promptly execute and deliver to such Holder an amended and restated version of this Note reflecting such more favorable terms, effective as of the date of issuance of the Subsequent Instrument.
7(c). For the avoidance of doubt, the most favored nation right set forth in this Section 7 shall not apply to the principal amount of any Subsequent Instrument. Each Holder may independently elect whether to exercise the MFN Amendment right with respect to its Note, and such election shall not require the consent of any other Holder or the Majority Holders. The MFN Amendment right shall terminate upon the earlier of (i) the closing of a Qualified Financing or (ii) the Maturity Date.
Section 8. Subordination
8(a). The indebtedness evidenced by this Note, including all principal and accrued and unpaid interest hereon, is hereby expressly subordinated in right of payment, to the extent and in the manner set forth in this Section 8, to all Senior Indebtedness of the Company.
8(b). "Senior Indebtedness" means all indebtedness of the Company for borrowed money (whether now existing or hereafter incurred) that is designated in writing by the Company as senior to the Notes in right of payment, including, without limitation, the principal of, premium (if any), interest on, fees, costs, and charges relating to, and all other obligations arising under or in connection with, such indebtedness, together with any refinancings, extensions, renewals, or replacements thereof; provided, however, that the aggregate principal amount of Senior Indebtedness outstanding at any time shall not exceed Three Million Dollars ($3,000,000). For the avoidance of doubt, Senior Indebtedness may include, by way of example, indebtedness incurred under a venture debt or term loan facility with a commercial bank or specialty lender. Senior Indebtedness shall not include (i) trade payables or accrued liabilities arising in the ordinary course of the Company's business, (ii) indebtedness to any officer, director, or stockholder of the Company, or (iii) any indebtedness that by its terms is pari passu with or subordinated to the Notes.
8(c). The Holder agrees that, upon the occurrence and during the continuance of any event of default under any agreement governing Senior Indebtedness, if the holder of such Senior Indebtedness delivers written notice of such event of default to the Company and the Holder (a "Subordination blockage Notice"), the Holder shall not demand, accept, or receive any payment of principal or interest on this Note for a period of up to one hundred eighty (180) days following the Holder's receipt of such Subordination blockage Notice (the "blockage Period"). Only one Subordination blockage Notice may be given during any consecutive three hundred sixty-five (365)-day period. Upon the expiration of the blockage Period (or the earlier cure or waiver of the event of default giving rise to such Subordination blockage Notice), the Company's obligation to make payments of principal and interest under this Note shall resume in accordance with the terms hereof.
8(d). The Holder agrees to execute and deliver such subordination agreements, intercreditor agreements, and other documents and instruments as may be reasonably requested by a holder of Senior Indebtedness from time to time, on terms consistent with this Section 8 and otherwise on customary terms for subordinated debt instruments.
8(e). In the event of any liquidation, dissolution, winding up, receivership, bankruptcy, insolvency, assignment for the benefit of creditors, or similar proceeding relating to the Company, all Senior Indebtedness shall be paid in full before any payment or distribution is made on account of this Note.
Section 9. Events of Default
9(a). Events of Default Defined. Each of the following events shall constitute an "Event of Default" under this Note:
(i) Payment Default. The Company fails to pay any amount of principal or interest due under this Note when due and payable (whether at the Maturity Date, upon acceleration, or otherwise), and such failure continues for five (5) business days after written notice thereof from the Holder to the Company.
(ii) Bankruptcy. (A) The Company commences a voluntary case or proceeding under any applicable federal, state, or foreign bankruptcy, insolvency, reorganization, or similar law, or consents to the entry of an order for relief in an involuntary case or proceeding under any such law; (B) the Company makes a general assignment for the benefit of its creditors; (C) the Company consents to or acquiesces in the appointment of a receiver, trustee, custodian, liquidator, or similar official for the Company or for all or substantially all of its assets; (D) a court of competent jurisdiction enters an order or decree under any bankruptcy, insolvency, reorganization, or similar law that is for relief against the Company in an involuntary case or proceeding, or appoints a receiver, trustee, custodian, liquidator, or similar official for the Company or for all or substantially all of its assets, or orders the liquidation of the Company, and such order or decree remains unstayed and in effect for sixty (60) consecutive days; or (E) the Company ceases to carry on its business or is unable to pay its debts generally as they come due.
(iii) Material Breach. The Company materially breaches any representation, warranty, covenant, or other obligation under the Purchase Agreement or this Note, and such breach (if curable) remains uncured for a period of thirty (30) days after the earlier of (A) written notice of such breach from the Majority Holders to the Company, or (B) the date on which the Company first becomes aware of such breach.
(iv) Cross-Default. Any indebtedness of the Company for borrowed money in an aggregate principal amount in excess of Five Hundred Thousand Dollars ($500,000) (other than the Notes) is accelerated prior to its stated maturity, or the Company fails to pay any such indebtedness when due (after giving effect to any applicable grace or cure period).
9(b). Remedies upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Majority Holders may, by delivery of written notice to the Company (an "Acceleration Notice"), declare all outstanding principal and accrued and unpaid interest under all Notes to be immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby waived by the Company. In addition, the Holder shall be entitled to exercise all rights and remedies available at law or in equity, including, without limitation, the right to collect from the Company all sums due under this Note. An Event of Default under clause (ii) of Section 9(a) shall result in the automatic acceleration of all outstanding principal and accrued and unpaid interest without any notice or action required by any Holder. The rights and remedies of the Holder under this Section 9(b) are cumulative and not exclusive of any other rights or remedies that the Holder may have at law, in equity, or otherwise.
Section 10. Representations and Covenants of the Company
10(a). Incorporation of Representations and Warranties. The representations and warranties of the Company set forth in the Purchase Agreement are hereby incorporated herein by this reference as if fully set forth in this Note. The Company acknowledges that the Holder is relying on such representations and warranties in accepting this Note and investing in the Company.
10(b). Financial Reporting Covenants. So long as any amount of principal or interest remains outstanding under any Note, the Company covenants and agrees to provide to each Holder:
(i) Quarterly Financial Statements. Unaudited financial statements of the Company (including a balance sheet, income statement, and statement of cash flows) for each fiscal quarter, within forty-five (45) days after the end of each fiscal quarter, prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), consistently applied, subject to year-end audit adjustments and the absence of footnotes.
(ii) Annual Financial Statements. Audited financial statements of the Company (including a balance sheet, income statement, statement of cash flows, and statement of stockholders' equity, together with the notes thereto and the report of the Company's independent registered public accounting firm) for each fiscal year (ending December 31), within one hundred twenty (120) days after the end of each fiscal year, prepared in accordance with GAAP, consistently applied.
10(c). Negative Covenant on Indebtedness. The Company shall not, without the prior written consent of the Majority Holders, incur, create, assume, or guarantee any indebtedness for borrowed money ranking senior to or pari passu with the Notes in right of payment, other than (i) Senior Indebtedness as defined in Section 8 (subject to the $3,000,000 aggregate cap set forth therein), and (ii) trade payables and accrued liabilities incurred in the ordinary course of the Company's business.
Section 11. Transfer Restrictions
11(a). This Note may not be sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of by the Holder without the prior written consent of the Company, which consent may be withheld in the Company's sole and absolute discretion; provided, however, that the Holder may, without the Company's prior written consent, transfer this Note to:
(i) an Affiliate of the Holder (where "Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Holder);
(ii) a trust established for the benefit of the Holder or the Holder's immediate family members (i.e., spouse, domestic partner, parents, siblings, children, and grandchildren); or
(iii) upon the death of the Holder (if the Holder is a natural person), to the Holder's estate, executors, administrators, personal representatives, heirs, or legatees by operation of law or testamentary disposition.
11(b). Any transfer of this Note must comply with all applicable federal and state securities laws, including, without limitation, Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. The transferee must agree in writing to be bound by the terms and conditions of this Note and the Purchase Agreement as a condition to any transfer.
11(c). The Company may, as a condition to any transfer, require that the Holder or the proposed transferee provide the Company with an opinion of counsel reasonably satisfactory to the Company (in form, substance, and from counsel reasonably acceptable to the Company) confirming that the proposed transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.
11(d). Any purported transfer in violation of this Section 11 shall be null and void and of no force or effect, and the Company shall not be required to recognize any such transfer or to register the purported transferee as the holder of this Note.
Section 12. Governing Law; Jurisdiction
12(a). This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.
12(b). Each of the Company and the Holder irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, any state court of the State of Delaware or the United States District Court for the District of Delaware) for the adjudication of any dispute, claim, or cause of action arising out of or relating to this Note or the transactions contemplated hereby, and each of the Company and the Holder irrevocably and unconditionally agrees not to commence any such action, suit, or proceeding except in such courts.
12(c). Each of the Company and the Holder irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding in any court referred to in Section 12(b), and each of the Company and the Holder irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
Section 13. Waiver
13(a). The Company hereby waives presentment for payment, demand for payment, notice of dishonor, protest, notice of protest, and all other notices and demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, to the fullest extent permitted by applicable law.
13(b). No failure or delay by the Holder in exercising any right, power, or remedy under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver by the Holder of any default or breach of this Note shall be deemed a waiver of any subsequent default or breach, whether of the same or a different provision of this Note.
13(c). Any waiver by the Holder must be in writing and signed by the Holder to be effective.
Section 14. Amendment
14(a). This Note may be amended, modified, supplemented, or waived only by a written instrument signed by the Company and the Majority Holders; provided, however, that no amendment, modification, supplement, or waiver that adversely and disproportionately affects any particular Holder relative to the other Holders (including, without limitation, any amendment that would reduce the principal amount, interest rate, or conversion rights of such Holder's Note, extend the Maturity Date, or modify the Change of Control provisions, in each case in a manner that disproportionately affects such Holder) shall be effective without the prior written consent of such adversely affected Holder.
14(b). Notwithstanding Section 14(a), any MFN Amendment effected pursuant to Section 7 may be made by an individual Holder with respect to its own Note without the consent of the Company (other than as set forth in Section 7), the Majority Holders, or any other Holder.
14(c). Any amendment, modification, supplement, or waiver effected in accordance with this Section 14 shall be binding upon the Company and all Holders, whether or not such Holders have consented thereto (except as provided in Section 14(a) with respect to disproportionately affected Holders).
Section 15. Notices
All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Note shall be in writing and shall be delivered as follows:
If to the Company:
Genome Dx Therapeutics Inc. 4710 Torrey Pines Road, Suite 300 San Diego, California 92130
Attention: Marcus Eaton, Chief Financial Officer
Email: meaton@genomedxtx.com
with a copy (which shall not constitute notice) to:
Priya Raghavan, General Counsel Genome Dx Therapeutics Inc. 4710 Torrey Pines Road, Suite 300 San Diego, California 92130
Email: praghavan@genomedxtx.com
and a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 555 Mission Street, Suite 3200 San Francisco, California 94105
Attention: Howard Quinn
Email: hquinn@calderwoodharkness.com
If to the Holder:
At the address set forth opposite the Holder's name on the Schedule of Purchasers attached to the Purchase Agreement, or at such other address as the Holder may designate by written notice to the Company in accordance with this Section 15.
with a copy (which shall not constitute notice) to:
Ashford, Blake & Tan LLP 1999 Avenue of the Stars, Suite 2700 Los Angeles, California 90067
Attention: Daniel Nakamura
Email: dnakamura@ashfordblaketan.com
All notices shall be deemed to have been duly given and received: (a) upon receipt, if delivered by hand or by personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as FedEx or Halcyon Partners LLC), with all charges prepaid or billed to the sender's account, for next-business-day delivery; or (c) upon transmission, if sent by electronic mail (email), with confirmation of receipt by the recipient (whether by reply email, read receipt, or other reasonable evidence of receipt). Any party hereto may change its address for purposes of this Section 15 by giving written notice of such change to the other parties in accordance with this Section 15.
Section 16. Severability
If any provision of this Note is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The remaining provisions of this Note shall continue in full force and effect and shall be enforceable in accordance with their terms. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any provision of this Note invalid, illegal, or unenforceable in any respect.
Section 17. Successors and Assigns
This Note shall be binding upon and inure to the benefit of the Company and the Holder and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns (as provided in Section 11). Nothing in this Note, express or implied, is intended to or shall confer upon any person or entity other than the Company and the Holder any right, benefit, or remedy of any nature whatsoever under or by reason of this Note.
Section 18. Entire Agreement
This Note, together with the Purchase Agreement and the other Notes issued thereunder, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties hereto with respect to such subject matter. There are no representations, warranties, promises, covenants, or undertakings, other than those expressly set forth or referred to herein or in the Purchase Agreement.
Section 19. No Stockholder Rights
The Holder, solely by virtue of holding this Note, shall not be deemed to be a stockholder of the Company for any purpose and shall not be entitled to any rights of a stockholder of the Company, including, without limitation, (a) the right to vote on any matter submitted to a vote of the stockholders of the Company, (b) the right to receive dividends or other distributions, (c) the right to receive notice of or attend any meetings of the stockholders of the Company, (d) any preemptive rights, or (e) any rights upon the liquidation, dissolution, or winding up of the Company, unless and until this Note is duly converted into shares of capital stock of the Company in accordance with Section 4 of this Note. Upon such conversion, the Holder shall have only such rights as are accorded to holders of the class and series of capital stock into which this Note has been converted, as set forth in the Company's Amended and Restated Certificate of Incorporation, as then in effect.
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SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE
IN WITNESS WHEREOF, the undersigned have caused this Convertible Promissory Note to be duly executed and delivered as of the date first written above.
COMPANY:
GENOME DX THERAPEUTICS INC.
By: ________
Name: Marcus Eaton
Title: Chief Financial Officer
Date: September 12, 2025
AGREED AND ACCEPTED:
HOLDER:
[Name of Holder as set forth on Schedule of Purchasers]
By: ________
Name: ________
Title: ________
Date: September 12, 2025
(If the Holder is an entity, the individual signing above represents and warrants that he or she has the power and authority to execute this Note on behalf of the Holder. For example, if the Holder is Stonebridge Capital Partners Fund III, L.P., the signature block should read: "By: Stonebridge Capital Management III LLC, its General Partner / By: [signature] / Name: James Calloway / Title: Managing Partner.")
Principal Amount: $[\\\\\\\\] | Date of Issuance: September 12, 2025

EXHIBIT A

FORM OF CONVERTIBLE PROMISSORY NOTE

CONVERTIBLE PROMISSORY NOTE

SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE

COMPANY:

GENOME DX THERAPEUTICS INC.

AGREED AND ACCEPTED:

HOLDER:

Record

Parties

Dates

Amounts