Contract analysis

I. CHARTER DOCUMENTS & CORPORATE FILINGS 1.1 | Charter Documents | Amended and Restated Certificate of Incorporation of Heliograph Therapeutics, Inc. — to be filed with the Delaware Secretary of State to authorize Series B Preferred Stock (14,414,414 shares; $1.3875 original issue price; 1x non-participating liquidation preference; 8% non-cumulative dividend; broad-based weighted average anti-dilution; voluntary 1:1

II. TRANSACTION AGREEMENTS 2.1 | Transaction Agreements | Series B Preferred Stock Purchase Agreement, dated August 15, 2025, between Heliograph Therapeutics, Inc. and Cobalt Ventures LP — purchase and sale of 14,414,414 shares of Series B Preferred Stock at $1.3875/share for aggregate purchase price of $20,000,000; includes reps and warranties, covenants, conditions, indemnification (cap: $5,000,000; tipping basket:

III. LEGAL OPINIONS 3.1 | Legal Opinions | Legal opinion of Breck Alderman & Yost LLP, counsel to Heliograph Therapeutics, Inc. — opinion as to due organization, good standing, authorization, enforceability, no conflicts, and valid issuance of Series B Preferred Stock | Breck Alderman & Yost LLP (Catherine Forsythe) | Pending | September 5, 2025 | Condition to closing; form and scope per Legal Opinion Request Letter

IV. OFFICER'S AND SECRETARY'S CERTIFICATES 4.1 | Certificates | Officer's Certificate (Compliance Certificate) — executed by Dr. Priya Anand, CEO of Heliograph, certifying: (i) all Company reps and warranties in SPA true and correct in all material respects as of closing; (ii) Company compliance with all pre-closing covenants; (iii) no Material Adverse Effect since December 31, 2024 (date of most recent audited finan

V. STOCKHOLDER APPROVALS 5.1 | Stockholder Approvals | Written Consent of the Board of Directors of Heliograph Therapeutics, Inc. approving the Series B financing, issuance of Series B Preferred Stock, execution of transaction documents, and filing of Amended and Restated Certificate of Incorporation | Breck Alderman & Yost LLP / Heliograph Therapeutics | Executed | August 8, 2025 | Board approval obtained August 8,

VI. FUNDS FLOW & WIRE TRANSFERS 6.1 | Funds Flow | Wire transfer of $1,000,000 from Cobalt Ventures LP to Granite Trust Company, N.A. escrow account — indemnification escrow deposit (5% of purchase price) | Cobalt Ventures LP / Calderwood & Harkness LLP | Pending | September 5, 2025 | Wire instructions to be provided by Granite Trust Company, N.A.; escrow held for 12 months post-closing 6.2 | Funds Flow | Wire transf

VII. STOCK CERTIFICATE & CAP TABLE 7.1 | Stock Issuance | Delivery of stock certificate (or book-entry confirmation) for 14,414,414 shares of Series B Preferred Stock issued to Cobalt Ventures LP | Heliograph Therapeutics / Breck Alderman & Yost LLP | Pending | September 5, 2025 | Certificate to be in the name of Cobalt Ventures LP; par value shares; aggregate purchase price $20,000,000 ($19,999,999.4250 at 14,414,41

VIII. LEGAL FEE REIMBURSEMENT 8.1 | Fee Reimbursement | Payment by Heliograph Therapeutics of up to $50,000 reimbursement of Cobalt's legal fees to Calderwood & Harkness LLP at closing per SPA Section 10.4 | Heliograph Therapeutics / Breck Alderman & Yost LLP | Pending | September 5, 2025 | Wire to Calderwood & Harkness LLP, 555 California Street, Suite 3200, San Francisco, CA 94104; invoice to be submitted prior to

IX. REGULATORY & HSR 9.1 | Regulatory | HSR Act filing — determination of applicability | Calderwood & Harkness LLP | N/A | N/A | Not applicable; transaction value of $20,000,000 is below the $119.5 million HSR filing threshold for 2025; no filing required 9.2 | Regulatory | FDA or other governmental approval for financing transaction | N/A | N/A | N/A | Not required; the financing itself does not require FDA or othe

X. ANCILLARY DELIVERABLES 10.1 | Ancillary | Executed Indemnification Agreement for Dr. Elena Marchetti as incoming Series B director on Heliograph Board of Directors | Breck Alderman & Yost LLP / Heliograph Therapeutics | Draft | September 5, 2025 | Standard form director indemnification agreement; Cobalt designee per Voting Agreement 10.2 | Ancillary | Evidence of D&O insurance coverage for Heliograph Therapeutics,