CURIS INC

If stockholders adopt and approve the Reverse Stock Split Proposal and if our board of directors elects to implement the Reverse Stock Split (with the ratio to be determined in the discretion of the board of directors within the parameters described), the Reverse Stock Split would become effective upon the filing of a certificate of amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (or at a later date specified in the certificate of amendment) and any amendment to effect the Reverse Stock Split at any of the other stockholder-approved ratios will be abandoned. The exact timing of the filing of the certificate of amendment that will effect the Reverse Stock Split will be determined by our board of directors, in its sole discretion, provided that in no event shall the filing of the certificate of amendment effecting the Reverse Stock Split occur after six months following stockholder approval of this Proposal 1. If a certificate of amendment effecting the Reverse Stock Split has not been filed with the Secretary of State of the State of Delaware on or before six months following stockholder approval of this Proposal 1, our board of directors will be deemed to have abandoned the Reverse Stock Split for each of the stockholder-approved ratios.