| CUSIP No. 372427104 | Page 1 1 of 12 |
EXHIBIT B
POWER OF ATTORNEY
Each of the undersigned, Cycad Group, LLC, K. Leonard Judson and Paul F. Glenn (each, the “Undersigned”), hereby constitutes and appoints K. Leonard Judson, David E. Lafitte and Ryan C. Wilkins, or any of them signing individually, the Undersigned’s true and lawful attorney-in-fact to:
1. Complete and execute Forms 3, 4 and 5, and Schedules 13D and 13G, and such other forms and documents, including any amendments to any of the foregoing, as such attorney-in-fact shall in his discretion determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of, or in respect of, the Undersigned’s ownership, acquisition or disposition of securities of Genocea Biosciences, Inc., a Delaware corporation (the “Company”);
2. Do and perform any and all acts for and on the behalf of the Undersigned which may be necessary or desirable in order to complete and execute any such forms or schedules, including any amendments thereto, and timely file such forms and schedules, including any amendments thereto, with the Securities and Exchange Commission, any securities exchange, the Financial Industry Regulatory Authority or any similar regulatory authority; and
3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the Undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the Undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The Undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The Undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the Undersigned, are not assuming any of the Undersigned’s responsibilities to comply with Sections 16 and 13(d) of the Exchange Act.
The Undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the Undersigned to each such attorney-in-fact. The Undersigned also agrees to indemnify and hold harmless each such attorney-in-fact against any losses, claims, damages or liabilities that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the Undersigned to such attorney-in-fact for purposes of executing, delivering and filing Forms 3, 4 and 5, and Schedules 13D and 13G, including any amendments to any of the foregoing, and agrees to reimburse each such attorney-in-fact for any legal or other expenses incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the Undersigned is no longer required to file (or no longer voluntarily files) Forms 3, 4 or 5, or Schedule 13D or 13G, with respect to the Undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the Undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.
[Signature Page Follows]
| CUSIP No. 372427104 | Page 12 of 12 |
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, or caused this Power of Attorney to be executed, as of this 20th day of February 2014.
| Cycad Group, LLC | ||
| By: | /s/ K. Leonard Judson | |
| Its: | President | |
| K. Leonard Judson | ||
| By: | /s/ K. Leonard Judson | |
| Paul F. Glenn | ||
| By: | /s/ Paul F. Glenn | |