Contract analysis

1. Pinnacle BioVentures Fund III, L.P.

2. Cormorant Health Capital Partners, L.P.

3. Alder Creek Life Sciences Fund II, L.P. These Schedules have been prepared by Calderwood & Harkness LLP, counsel to the Company, with input from Company management, including Priya Raghunathan, J.D., General Counsel & Corporate Secretary, and Diane Kowalski, CPA, Chief Financial Officer. Calderwood & Harkness LLP — Client Matter No. 1013-00002 GENERAL DISCLAIMER AND INTRODUCTORY NOTES The following general disclai

1. Defined Terms. Capitalized terms used but not otherwise defined in these Schedules shall have the meanings ascribed to such terms in the Agreement. All references to "Sections" or "Articles" herein refer to Sections or Articles of the Agreement, unless the context otherwise requires.

2. Arrangement and Cross-References. These Schedules are arranged in sections corresponding to the numbered sections of Article II (Representations and Warranties of the Company) of the Agreement. The disclosures set forth in any particular Schedule shall be deemed to qualify (a) the corresponding representation and warranty set forth in the corresponding Section of Article II of the Agreement and (b) any other repre

3. No Admission of Materiality. The inclusion of any item, matter, or information in these Schedules does not constitute an admission by the Company that such item, matter, or information is material, that such item, matter, or information would reasonably be expected to result in a Material Adverse Effect, or that such item, matter, or information is required to be disclosed under the terms of the Agreement. Items a

4. Headings. The headings and section references contained in these Schedules are inserted for convenience of reference only and shall not affect the meaning or interpretation of these Schedules or the Agreement.

5. Currency and Timing. Unless otherwise expressly stated herein, all dollar amounts set forth in these Schedules are denominated in United States Dollars and are stated as of the date of the Agreement (April 9, 2024). Where financial data references a specific date other than the date of the Agreement, such date is expressly indicated.

6. Qualification by Agreement. These Schedules are qualified in their entirety by reference to the specific provisions of the Agreement, including all definitions, limitations, and other terms and conditions set forth therein. In the event of any inconsistency between these Schedules and the Agreement, the terms and conditions of the Agreement shall control.

7. Summaries of Documents. Certain items disclosed herein include brief summaries or descriptions of contracts, agreements, or other documents. Such summaries and descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable contract, agreement, or document, copies of which have been made available to the Purchasers and their counsel in the virtual data

1. Continued Operating Losses. The Company has continued to incur operating losses consistent with its status as a clinical-stage biopharmaceutical company and consistent with its historical burn rate as described in Schedule 2.5. Such losses are in the ordinary course of the Company's business and are attributable primarily to ongoing research and development expenditures, including costs associated with the Phase 2

2. Negotiation and Execution of the Agreement. The Company has engaged in the negotiation, documentation, and execution of the Agreement and the related transaction documents, and has incurred legal fees and other transaction-related costs in connection therewith. Such costs are consistent with the nature and scope of the transactions contemplated by the Agreement. Other than as described above, the Company has (a) c

1. Liabilities reflected or reserved against in the Company's audited financial statements for the fiscal year ended December 31, 2023, as described in Schedule 2.5; and

2. Liabilities incurred in the ordinary course of business since December 31, 2023, consistent with past practice, including without limitation: (a) Trade payables to vendors, contractors, and service providers; (b) Accrued clinical trial expenses related to the Company's ongoing Phase 2b clinical trial for GDT-4187, including amounts due to clinical trial sites, contract research organizations, and related service p

1. Series C Preferred Stock Purchase Agreement, dated as of September 2022, by and among the Company and the investors named therein (led by Pinnacle BioVentures Fund III, L.P.), pursuant to which the Company issued and sold an aggregate of 14,000,000 shares of Series C Preferred Stock for aggregate gross proceeds of $95,000,000. The Series C Preferred Stock Purchase Agreement contains customary representations and w

2. Investors' Rights Agreement, dated as of September 2022 (as amended and restated in connection with the Series C financing), by and among the Company and certain holders of Preferred Stock (the "Investors' Rights Agreement"). The Investors' Rights Agreement provides for, among other things, (a) registration rights (demand registration rights and piggyback registration rights) in favor of the holders of registrable

3. Right of First Refusal and Co-Sale Agreement, dated as of September 2022 (as amended and restated in connection with the Series C financing), by and among the Company, certain holders of Preferred Stock, and certain holders of Common Stock (the "ROFR Agreement"). The ROFR Agreement provides holders of Preferred Stock with a right of first refusal with respect to proposed transfers of shares by holders of Common St

4. Voting Agreement, dated as of September 2022 (as amended and restated in connection with the Series C financing), by and among the Company and certain holders of Preferred Stock and Common Stock (the "Voting Agreement"). The Voting Agreement provides for the composition of the Board and establishes drag-along rights and certain voting obligations with respect to significant corporate transactions. 5. 2018 Equity I

6. Clinical Trial Agreement(s) with clinical trial sites and contract research organizations for the Phase 2b clinical trial of GDT-4187. The Company has entered into clinical trial agreements with sites across 22 clinical centers located in 8 states in the United States. These agreements govern the conduct of the Phase 2b trial, including site responsibilities, patient enrollment, data collection, regulatory complia

7. Lease Agreement for the Company's principal office, dated as of 2017 (as subsequently amended), between the Company and the landlord of the premises located at 450 Pinnacle Drive, Suite 300, South San Francisco, CA 94080. The lease covers approximately 12,000 square feet of office space and has a current term expiring in 2027, with one renewal option. The Company's obligations under the lease are current, and no e

8. Engagement Letter with Baxter & Calloway, CPAs, dated 2019, for independent audit services. The engagement letter governs the terms and conditions under which Baxter & Calloway serves as the Company's independent registered public accounting firm, including the scope of audit and review engagements, fees, and indemnification provisions. Further details regarding the Company's engagement of Baxter & Calloway are se

9. Registered Agent Agreement with Capitol Registered Agents, Inc. for registered agent services in the State of Delaware. Capitol Registered Agents maintains its principal office at 1209 Orange Street, Suite 200, Wilmington, DE 19801, and serves as the Company's registered agent for service of process in Delaware.

10. Depository/Banking Agreement with Meridian Pacific Bank, N.A., the Company's primary depository bank. Meridian Pacific Bank maintains offices at: 350 Sansome Street, 12th Floor San Francisco, CA 94104 The Company maintains its primary operating accounts, including its cash and cash equivalents, with Meridian Pacific Bank. The banking relationship is governed by Meridian Pacific Bank's standard commercial banking

1. GDT-4187 — A selective CDK9/FLT3 dual kinase inhibitor. GDT-4187 is the Company's lead clinical-stage asset and is currently being evaluated in a Phase 2b clinical trial for the second-line treatment of refractory non-small cell lung cancer ("NSCLC"). The trial is a multicenter, randomized, double-blind, placebo-controlled study with a total enrollment of n=280 patients across 22 clinical centers in 8 states. Topl

2. GDT-5201 — A next-generation PROTAC (proteolysis-targeting chimera) degrader. GDT-5201 is currently in preclinical development. The Company has completed initial in vitro and in vivo studies and is conducting IND-enabling studies. No IND application has been filed with the FDA for GDT-5201 as of the date hereof. GDT-5201 is the subject of patent applications, as described below. Patents: The Company owns or has ex

1. Directors' and Officers' Liability Insurance ("D&O Insurance"). The Company maintains directors' and officers' liability insurance providing coverage for claims against directors and officers of the Company arising from their service in such capacities, including coverage for securities claims, regulatory investigations, and related defense costs.

2. General Commercial Liability Insurance. The Company maintains commercial general liability insurance providing coverage for third-party bodily injury, property damage, personal injury, and advertising injury claims arising from the Company's operations.

3. Clinical Trial Insurance. The Company maintains clinical trial liability insurance providing coverage for claims arising from the conduct of the Company's clinical trials, including coverage for patient injury and adverse events.

4. Property Insurance. The Company maintains property insurance covering the Company's tangible personal property, equipment, and leasehold improvements at its principal office location. All of the foregoing insurance policies are in full force and effect, and all premiums due thereon have been timely paid. The Company has not received any notice of cancellation, non-renewal, or material premium increase with respect

1. Jonathan Merriweather — Board Chair / Pinnacle BioVentures. Jonathan Merriweather, a Managing Director of Pinnacle BioVentures, serves as Board Chair of the Company. Pinnacle BioVentures Fund III, L.P. holds approximately 22.4% of the Company's outstanding equity on a fully diluted basis and is the lead Purchaser in the convertible note offering contemplated by the Agreement, with a commitment to purchase Notes in

2. Recusal of Jonathan Merriweather from Board Vote. As described in Schedule 2.2, Mr. Merriweather recused himself from the Board's deliberation and vote on the transactions contemplated by the Agreement on April 5, 2024, due to his affiliation with Pinnacle BioVentures Fund III, L.P. The Board Consent reflecting the approval of the Agreement was executed solely by the disinterested members of the Board.

3. Purchasers as Existing Stockholders. Each of Pinnacle BioVentures Fund III, L.P., Cormorant Health Capital Partners, L.P., and Alder Creek Life Sciences Fund II, L.P. is an existing stockholder of the Company and a party to the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, and the Voting Agreement described in Schedule 2.10. Other than as set forth above, there are no transactions,