Common use of RESOLVED Clause in Contracts

RESOLVED. that, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, (i) a series of Preferred Stock of the Corporation be, and hereby is authorized by the Board of Directors, (ii) the Board of Directors hereby authorizes the issuance of 1,086,341 shares of “Series A Non-Voting Convertible Preferred Stock” pursuant to the terms of (a) the Securities Purchase Agreement, dated as of the date hereof, by and among the Corporation and the initial Holders (as defined below) (the “Purchase Agreement”) and (b) the Agreement and Plan of Merger, dated as of the date hereof, by and among the Corporation, Aspen Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent, Sequoia Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent and Spyre Therapeutics, Inc. (the “Merger Agreement”), and (iii) the Board of Directors hereby fixes the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such shares of Preferred Stock, in addition to any provisions set forth in the Certificate of Incorporation that are applicable to the Preferred Stock of all classes and series, as follows:

RESOLVED. that, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, (i) a series of Preferred Stock of the Corporation be, and hereby is is, authorized by the Board of Directors, (ii) the Board of Directors hereby authorizes the issuance of 1,086,341 [•] shares of “Series A Non-Voting Convertible Preferred Stock” pursuant to the terms of (a) the Securities Purchase Agreement, dated as of the date hereof, by and among the Corporation and the initial Holders (as defined below) (the “Purchase Agreement”) and (b) the Agreement and Plan of MergerMerger and Reorganization, dated as of the date hereofOctober 28, 2024, by and among the Corporation, Aspen Gemini Merger Sub I, Inc.Corp., a Delaware corporation and wholly owned subsidiary of Parentthe Corporation, Sequoia Gemini Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent the Corporation, and Spyre TherapeuticsCrescent Biopharma, Inc. (the “Merger Agreement”), and (iii) the Board of Directors hereby fixes the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such shares of Preferred Stock, in addition to any provisions set forth in the Certificate of Incorporation that are applicable to the Preferred Stock of all classes and series, as follows:

RESOLVED. that, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, (ia) a series of Preferred Stock of the Corporation be, and hereby is is, authorized by the Board of Directors, (iib) the Board of Directors hereby authorizes the issuance of 1,086,341 548,375 shares of “Series A Non-Voting Convertible Preferred Stock” pursuant to the terms of (ai) the Securities Purchase Agreement, dated as of the date hereof, by and among the Corporation and certain of the initial Holders (as defined below) (the “Purchase Agreement”) and (bii) the Agreement and Plan of Merger, dated as of the date hereof, by and among the Corporation, Aspen Sakura Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parentthe Corporation, Sequoia Sakura Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent the Corporation, and Spyre Cartesian Therapeutics, Inc. Inc., a Delaware corporation (the “Merger Agreement”), and (iiic) the Board of Directors hereby fixes the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such shares of Preferred Stock, in addition to any provisions set forth in the Certificate of Incorporation that are applicable to the Preferred Stock of all classes and series, as follows: