Contract analysis

I. Board Consideration. The Board has reviewed and considered: (i) the terms and conditions of the Note Offering as described in these recitals and as set forth in the Transaction Documents (including the substantially final forms thereof presented to the Board); (ii) the presentation prepared by management regarding the Company's current financial position, projected cash runway, the status of the Phase 2b clinical

1. Approval of the Note Offering RESOLVED, that the Note Offering, consisting of the issuance and sale by the Company of senior unsecured convertible promissory notes in the aggregate principal amount of Forty Million Dollars ($40,000,000) to the Purchasers, on the terms and conditions substantially as described in the recitals above and set forth in the Transaction Documents, be, and hereby is, authorized and approv

2. Approval of the Note Purchase Agreement RESOLVED, that the Note Purchase Agreement by and among the Company and the Purchasers (the "NPA"), substantially in the form presented to the Board and attached hereto as Exhibit A (with such changes thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof), be, and hereby is, authorized a

3. Approval of the Notes RESOLVED, that the issuance and delivery of the Notes to the Purchasers in the following respective principal amounts be, and hereby is, authorized and approved: The Notes shall be substantially in the form of Exhibit A to the NPA, attached hereto as Exhibit B, with such changes thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced

4. Approval of Ancillary Transaction Documents RESOLVED, that the Escrow Agreement by and among the Company, the Purchasers, and Meridian Pacific Bank, N.A., as escrow agent, substantially in the form attached hereto as Exhibit C (with such changes thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof), the Disclosure Schedules t

5. Authorization of Designated Signatories RESOLVED, that Dr. Marcus Avellino, the Company's Chief Executive Officer, and Diane Kowalski, the Company's Chief Financial Officer, each acting individually or together (each, an "Authorized Officer"), be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to: (a) negotiate, finalize, execute, and deliver the Transact

6. Securities Law Compliance RESOLVED, that the Authorized Officers and Priya Raghunathan, the Company's General Counsel and Corporate Secretary, be, and each of them hereby is, authorized and directed to: (a) cause the preparation and filing of a notice on Form D with the United States Securities and Exchange Commission (the "SEC") in connection with the Note Offering pursuant to Rule 503 of Regulation D under the S

7. Exemption from Registration RESOLVED, that the Board hereby confirms and determines that the offer and sale of the Notes to the Purchasers is, and shall be, exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, and that each of the Purchasers is an "accredited investor" as defined in Rule 501(a) of Regulation D. T

8. Ratification of Prior Actions RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the Note Offering, including without limitation (i) the engagement of Calderwood & Harkness LLP as issuer's counsel pursuant to the engagement letter dated February 26, 2024 (C&H client matter number 1013-00002), (ii) the negotiation and execution of the non-

9. Use of Proceeds RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and directed to apply the net proceeds of the Note Offering as follows: approximately Twenty-Eight Million Dollars ($28,000,000) to fund the continuation and expansion of the Phase 2b clinical trial for GDT-4187, including the activation and operation of up to twenty-two (22) clinical centers across eight (8) states;

10. Omnibus Authorization RESOLVED, that each Authorized Officer be, and each hereby is, authorized and empowered to execute and deliver, or cause to be executed and delivered, in the name and on behalf of the Company, under its corporate seal or otherwise, all documents, instruments, certificates, and agreements, to pay all fees, costs, and expenses (including, without limitation, legal fees of C&H, escrow agent fee

11. No Further Action Required RESOLVED, that the foregoing resolutions shall not be deemed to require any further act, vote, or approval of the Board, any committee of the Board, or the stockholders of the Company, except as may be expressly required by applicable law, the Company's Restated Certificate of Incorporation, as amended, or the Company's Bylaws, as amended and restated, and the authority granted by these