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(2) |
Represents
an additional 115,174 shares, not previously registered, of the Registrant’s common stock that may be issued under the CDT
Equity Inc. Amended and Restated 2023 Stock Incentive Plan (the “2023 Plan”). The amount registered represents shares
of common stock that were added to the shares reserved for future issuance under the 2023 Plan on January 1, 2026, pursuant to an
evergreen provision contained in the 2023 Plan. Pursuant to such provision, the number of shares reserved for issuance under the
2023 Plan will automatically increase on the first day of each fiscal year commencing on January 1, 2024 and continuing annually
on each anniversary thereof (and including) January 1, 2033, in an amount equal to the lesser of (A) 5% of the shares of common stock
outstanding on the last day of the immediately preceding fiscal year; and (B) such smaller number of shares of common stock as determined
by the Registrant’s Board of Directors or its Compensation Committee. Pursuant to Rule 416(a) promulgated under the Securities
Act, this registration statement shall also cover any additional shares of Registrant’s common stock that become issuable under
the 2023 Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt
of consideration that increases the number of outstanding shares of Registrant’s common stock, as applicable. |