Contract analysis

1. Confirmation of Closing We are pleased to confirm that the closing of the convertible promissory note placement (the "Closing") occurred on April 22, 2024 (the "Closing Date"). As you are aware, the original target closing date had been April 12, 2024. The Closing was delayed by ten calendar days to April 22, 2024 due to two procedural matters that arose during the final stage of the closing process: (i) the need

2. Summary of Closing Deliverables Set forth below is a complete list of all documents executed and delivered at or prior to the Closing. Copies of each of these documents will be included in the closing binder to be prepared and distributed by this firm as described in Section 5.3 below. 2.1 Transaction Documents (a) Note Purchase Agreement. Note Purchase Agreement dated April 9, 2024, by and among the Company and e

3. Summary of Key Transaction Terms For the Company's convenient reference, we set forth below a brief summary of the key economic and structural terms of the Notes as set forth in the NPA and the Notes. This summary is qualified in its entirety by reference to the actual terms and conditions of the NPA and the Notes, which should be consulted for the complete terms of the transaction. Interest Rate. The Notes bear i

4. Use of Proceeds Reminder As set forth in Section 5.14 of the NPA, and as described in the Company's representations to the Purchasers during the course of the transaction, the Company intends to apply the $40,000,000 in net proceeds from the issuance of the Notes substantially as follows: (a) Phase 2b Clinical Trial for GDT-4187 — Approximately $28,000,000 (70%). The Company intends to allocate approximately $28,0

5. Post-Closing Obligations The Company has a number of important post-closing obligations arising under the NPA, the Notes, and applicable federal and state securities laws. We summarize these obligations below and recommend that the Company promptly implement internal procedures to ensure timely compliance with each. 5.1 Securities Filings (a) Form D Filing with the SEC. Pursuant to Rule 503 of Regulation D under t

6. Investors' Counsel For the Company's records, we note that Whitfield, Greer & Cavanaugh LLP ("WGC") represented the Purchasers as a group in connection with this transaction. The principal contacts at WGC were Elizabeth Hargrove, Partner, and James Petrosian, Senior Associate. WGC's offices are located at 1251 Avenue of the Americas, 34th Floor, New York, NY 10020. Copies of all closing deliverables, including the

7. Our Continuing Availability Calderwood & Harkness LLP remains available to assist the Company with any questions regarding the transaction documents, interpretation of the NPA or the Notes, post-closing compliance obligations, securities filings, or any future financing matters that may arise. We encourage the Company to contact us in advance of any action that may implicate the covenants or other provisions of th

8. Acknowledgment and Gratitude On behalf of the entire Calderwood & Harkness team, we would like to extend our sincere thanks to you, to Dr. Marcus Avellino, and to Diane Kowalski for your collaboration and responsiveness throughout the course of this transaction. We recognize that the ten-day delay in the Closing required additional coordination and diligence on the part of the Company's team, and we appreciate the