Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Alder Creek" means Alder Creek Life Sciences Fund II, L.P., a Delaware limited partnership, with its principal office at 555 Mission Street, Suite 2800, San Francisco, California 94105. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by,

Section 1.2 — Rules of Construction Unless the context of this Agreement otherwise requires: (a) References to any Section, Article, Exhibit, or Schedule shall be to the corresponding Section, Article, Exhibit, or Schedule of or to this Agreement, unless otherwise specifically indicated. (b) The headings and captions of the various Sections, Articles, Exhibits, and Schedules of this Agreement are for convenience of r

ARTICLE 2 — PURCHASE AND SALE OF NOTES

Section 2.1 — Purchase and Sale Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, hereby agrees to purchase from the Company, a Note in the principal amount set forth opposite such Purchaser's name on Schedule 1 attached hereto, for an aggregate principal amount of Forty Million Dollars ($40,000,000), al

Section 2.2 — Closing (a) Time and Place. The Closing shall take place on the Closing Date at the offices of Calderwood & Harkness LLP, 600 California Street, 40th Floor, San Francisco, California 94108, or at such other place or by electronic exchange of executed documents and other deliverables, as the Company and the Purchasers may mutually agree in writing. The Closing shall be deemed to have occurred upon the sa

Section 2.3 — Use of Proceeds The Company shall use the aggregate net proceeds received from the sale of the Notes as follows: (a) Approximately Twenty-Eight Million Dollars ($28,000,000) for the continuation and expansion of the Company's Phase 2b clinical trial for GDT-4187, a selective CDK9/FLT3 dual kinase inhibitor being developed by the Company for the second-line treatment of refractory non-small cell lung can

ARTICLE 3 — TERMS OF THE NOTES

Section 3.1 — Conversion (a) Automatic Conversion Upon Qualified Financing. Upon the closing of a Qualified Financing (i.e., an equity financing in which the aggregate gross proceeds received by the Company, including the aggregate principal amount of Notes converting in connection therewith and all accrued and unpaid interest thereon, equal or exceed Fifty Million Dollars ($50,000,000)), each Note shall automaticall

Section 3.2 — Interest Each Note shall bear simple interest on the outstanding principal amount thereof at a rate of six percent (6.0%) per annum, computed on the basis of a three-hundred-sixty-five (365)-day year and the actual number of days elapsed. Interest shall accrue from and including the Closing Date. Interest on the Notes shall not be payable in cash during the term of the Notes. Instead, all accrued and un

Section 3.3 — Maturity; Repayment Unless earlier converted pursuant to Section 3.1 hereof or accelerated pursuant to Section 3.6 hereof, all outstanding principal (including all capitalized PIK interest that has been added to principal) and all accrued and unpaid interest on each Note shall be due and payable in full on the Maturity Date (April 12, 2027). Payment of all amounts due on the Maturity Date shall be made

Section 3.4 — Senior Unsecured Obligations The Notes shall constitute senior unsecured obligations of the Company. The Notes shall rank senior in right of payment to all existing and future subordinated indebtedness of the Company and shall rank pari passu in right of payment with all other existing and future senior unsecured indebtedness of the Company. The Notes are not secured by any assets, property, or collater

Section 3.5 — Prepayment The Company may not prepay any Note, in whole or in part, without the prior written consent of the Majority Holders. Any permitted prepayment shall be made ratably among all holders of the Notes in proportion to their respective outstanding principal amounts (including capitalized PIK interest) and shall include all accrued and unpaid interest through the date of prepayment.

Section 3.6 — Events of Default (a) Events of Default. Each of the following shall constitute an "Event of Default" under this Agreement and the Notes: (i) Payment Default. The Company shall fail to pay any principal amount or interest on any Note when due and payable (whether at maturity, upon acceleration, or otherwise), and such failure shall continue unremedied for a period of five (5) Business Days after the dat

Section 3.7 — Transfer Restrictions (a) No Note may be transferred, assigned, pledged, hypothecated, or otherwise disposed of by any holder without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed); provided that any holder may transfer its Note to an Affiliate of such holder without the Company's consent, so long as such transferee Affiliate agrees i

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to each Purchaser, as of the date hereof and as of the Closing Date (except where a particular representation or warranty expressly speaks as of a specific date, in which case such representation or warranty is made as of such date), subject in each case to the exceptions, qualifications, and disclosures set forth in

Section 4.1 — Organization and Good Standing The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated on March 14, 2017, and its file number with the Secretary of State of the State of Delaware is 6347821. The Company's registered agent in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange St

Section 4.2 — Authorization The execution, delivery, and performance of each Transaction Document by the Company, and the issuance and sale of the Notes hereunder, have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors by written consent dated April 5, 2024, and no further approval, authorization, or consent by the Company's stockholder

Section 4.3 — Enforceability This Agreement has been, and each other Transaction Document will be at or prior to the Closing, duly executed and delivered by the Company. Each Transaction Document constitutes, or upon execution and delivery will constitute, the valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject in each case to the Enforceabilit

Section 4.4 — No Conflicts The execution, delivery, and performance by the Company of the Transaction Documents, the issuance of the Notes, and the consummation of the transactions contemplated hereby and thereby do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Company's Restated Certificate of Incorporation or Bylaws, each as currently in effect; (b) violate, conflict wi

Section 4.5 — Capitalization (a) As of immediately prior to the Closing, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, par value $0.0001 per share, of which 12,400,000 shares are issued and outstanding, and (ii) 50,000,000 shares of Preferred Stock, par value $0.0001 per share, of which 6,850,000 shares of Series A Preferred Stock, 11,500,000 shares of Series B Prefer

Section 4.6 — Financial Statements The Company has delivered to the Purchasers: (a) the Company's audited financial statements for the fiscal year ended December 31, 2023 (consisting of a balance sheet, statement of operations, statement of changes in stockholders' equity (deficit), and statement of cash flows, together with the notes thereto), which were audited by Baxter & Calloway, CPAs, the Company's independent

Section 4.7 — Absence of Changes Since December 31, 2023, the Company has conducted its business only in the ordinary course of business consistent with past practice, and there has been no event, change, circumstance, development, condition, or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, si

Section 4.8 — Litigation Except as set forth in Section 4.8 of the Disclosure Schedules, there is no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or arbitration pending or, to the Company's knowledge, threatened in writing against the Company or any of its officers or directors (in their capacities as such) before any court, arbitrator, or Governmental Authority that (a) would r

Section 4.9 — Compliance with Laws The Company has complied, and is currently in compliance, in all material respects with all applicable laws, rules, regulations, ordinances, orders, judgments, decrees, permits, licenses, and governmental requirements applicable to the conduct of its business and the ownership and use of its assets and properties. Without limiting the generality of the foregoing, the Company is in m

Section 4.10 — Intellectual Property The Company owns, or has valid and enforceable rights to use pursuant to licenses, sublicenses, or other agreements, all patents, patent applications, trademarks, trademark registrations and applications, trade names, service marks, copyrights, copyright registrations and applications, trade secrets, know-how, inventions, proprietary data, and other intellectual property rights (c

Section 4.11 — Material Contracts All material contracts, agreements, instruments, and arrangements to which the Company is a party or by which the Company or any of its assets or properties is bound (each, a "Material Contract") are listed in Section 4.11 of the Disclosure Schedules. True, correct, and complete copies of each Material Contract (including all amendments and modifications thereto) have been made avail

Section 4.12 — Tax Matters The Company has timely filed (taking into account any extensions duly obtained) all federal, state, local, and foreign tax returns required to be filed by it, and all such tax returns are true, correct, and complete in all material respects. The Company has paid all taxes (whether or not shown on such returns) that are due and payable, and has withheld and remitted to the appropriate taxing

Section 4.13 — Employee Matters The Company is, and at all times has been, in material compliance with all applicable laws, rules, and regulations relating to employment and labor, including all laws relating to wages, hours, overtime, discrimination, harassment, retaliation, workplace health and safety, workers' compensation, immigration, collective bargaining, employee benefits, and the classification of workers as

Section 4.14 — Insurance The Company maintains insurance policies with reputable insurance carriers in amounts and covering risks that are customary and appropriate for companies of similar size and stage in the biopharmaceutical industry, including directors and officers liability insurance, commercial general liability insurance, product liability insurance, property insurance, and workers' compensation insurance.

Section 4.15 — Regulatory Matters (a) The Company's lead clinical asset, GDT-4187, is a selective CDK9/FLT3 dual kinase inhibitor currently being evaluated in a Phase 2b clinical trial (n=280 patients) for the second-line treatment of refractory non-small cell lung cancer. The Phase 2b clinical trial is being conducted at twenty-two (22) clinical centers across eight (8) states in the United States. The Company has o

Section 4.16 — No General Solicitation Neither the Company nor any Person acting on behalf of the Company has offered or sold the Notes by any form of general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act), including any advertisement, article, notice, or other communication published in any newspaper, magazine, website, or similar medium, or broadcast over telev

Section 4.17 — Private Placement Assuming the accuracy of the representations and warranties of the Purchasers set forth in Article 5 hereof, the offer, sale, and issuance of the Notes as contemplated by this Agreement