Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the principal findings of the legal due diligence conducted by Calderwood & Harkness LLP ("C&H") in connection with the proposed investment by Cobalt Ventures LP ("Cobalt" or the "Investor") of $20,000,000 in Heliograph Therapeutics, Inc. ("Heliograph" or the "Company"), a clinical-stage gene therapy company headquartered in Durham, North Carolina. T

II. Corporate Organization and Good Standing

II.A. Formation and Jurisdiction Heliograph Therapeutics, Inc. is a corporation organized under the laws of the State of Delaware. The Company was incorporated in March 2021 as a Delaware C-corporation. The Delaware Secretary of State file number assigned to the Company is 5923417. The Company's registered agent in the State of Delaware is Capitol Corporate Services, Inc., located at 1675 South Ashbury Asset Advisors

II.B. Headquarters and Qualification The Company's principal offices are located at 4800 Biopark Drive, Building C, Suite 200, Durham, North Carolina 27709. Heliograph is qualified to transact business as a foreign corporation in the State of North Carolina, as confirmed through a search of the North Carolina Secretary of State's records conducted on June 30, 2025. No other foreign qualifications have been identified

II.C. Founders Heliograph was co-founded by Dr. Priya Anand and Dr. Marcus Ellington. Dr. Anand serves as the Company's Chief Executive Officer, and Dr. Ellington serves as the Company's Chief Scientific Officer. Both founders have been involved with the Company since its inception and are listed as co-inventors on the Company's core intellectual property. Dr. Priya Anand holds a Ph.D. in Molecular Genetics and was f

II.D. Organizational Documents We have reviewed the Company's Certificate of Incorporation, as amended to date, and its Bylaws. The current Certificate of Incorporation authorizes two classes of capital stock: Common Stock and Series A Preferred Stock. The terms of the Series A Preferred Stock, including its liquidation preference, anti-dilution protections, and protective provisions, are set forth in the Certificate

II.E. Board of Directors (Pre-Closing) The Company's board of directors currently consists of five members, with one vacancy. The composition of the board is as follows:

1. Dr. Priya Anand — CEO; Common Stock director designee

2. Dr. Marcus Ellington — CSO; Common Stock director designee

3. Joanna Whitfield — Partner at Pinnacle BioVentures Fund II LP; Series A director designee

4. Dr. Samuel Ogden — Independent director

5. Vacant — To be filled by Cobalt's Series B director designee (initial designee: Dr. Elena Marchetti) upon closing of the Series B financing We have reviewed the minutes of all meetings of the board of directors from formation through the most recent meeting held prior to the date of this memorandum. The minutes appear to have been kept in the ordinary course and reflect proper notice and quorum for each meeting. N

II.F. EIN and Tax Status The Company's Federal Employer Identification Number is 87-1654329. Heliograph is taxed as a C-corporation for federal income tax purposes. We have confirmed that no S-election under Section 1362 of the Internal Revenue Code, and no "check-the-box" election under Treasury Regulations Section 301.7701-3, has been filed with respect to the Company. The Company's C-corporation status is consiste

III.A. Authorized and Outstanding Capital Stock We have reviewed the Company's stock ledger, capitalization table, board resolutions authorizing the issuance of securities, stock certificates (to the extent issued), and related documentation. A summary of the Company's capitalization follows.

III.A.1. Common Stock The Company has 40,000,000 shares of Common Stock issued and outstanding. The founders hold a significant majority of the outstanding Common Stock: • Dr. Priya Anand holds 16,000,000 shares of Common Stock, representing approximately 25.3% of the Company's pre-closing fully diluted shares outstanding. • Dr. Marcus Ellington holds 12,000,000 shares of Common Stock, representing approximately 19.0

III.A.2. Series A Preferred Stock The Company has 15,000,000 shares of Series A Preferred Stock issued and outstanding. The Series A Preferred Stock was issued in September 2022 at a price of $2.00 per share, representing an aggregate investment of $30,000,000. The Series A investors are: • Pinnacle BioVentures Fund II LP — 10,000,000 shares (lead Series A investor). Pinnacle holds one board seat, currently occupied

III.A.3. Stock Option Pool The Company adopted the 2021 Equity Incentive Plan (the "Plan") in connection with its formation. The Plan reserves a total of 8,000,000 shares of Common Stock for issuance pursuant to equity awards. As of the date of our review: • 5,200,000 options have been granted to employees and advisors at various exercise prices and subject to vesting schedules that we have reviewed. • 2,800,000 opti

III.A.4. Fully Diluted Summary (Pre-Closing) The following table summarizes the Company's capitalization on a fully diluted basis prior to the closing of the Series B financing:

III.A.5. Post-Closing (Pro Forma) Following the issuance of 14,414,414 shares of Series B Preferred Stock to Cobalt at a price of $1.3875 per share, the Company's pro forma fully diluted capitalization will be as follows: Cobalt's post-closing ownership on a fully diluted basis will be 14,414,414 ÷ 77,414,414 = approximately 18.62%.

III.B. Capitalization Issues and Observations Based on our review of the stock ledger, board resolutions authorizing the issuance of capital stock, and related documentation, all outstanding shares of Common Stock and Series A Preferred Stock appear to have been duly authorized, validly issued, fully paid, and non-assessable. We reviewed certificates of issuance (or book-entry records, as applicable) for all outstand

IV. Material Contracts We have reviewed all material contracts of the Company. Set forth below is a summary of the contracts that we consider to be most significant to the Company's business and to the proposed Series B investment.

IV.A. Meridian University Exclusive License Agreement The Company is party to an Exclusive License Agreement with Meridian University, a non-profit educational institution organized under the laws of North Carolina (the "Meridian License"). The Meridian License, dated March 15, 2021, grants Heliograph an exclusive, worldwide license under Meridian University's patent portfolio covering the AAV5 capsid engineering pla

IV.B. Contract Manufacturing Agreement — Prismline Biologics, Inc. Heliograph is party to a Manufacturing Services Agreement with Prismline Biologics, Inc. ("Prismline"), a Delaware corporation, for the production of clinical-grade AAV5 vector for use in the Company's clinical trials. Prismline is the Company's sole contract manufacturing organization ("CMO") for this purpose. The key terms of the Prismline agreement

IV.C. Venture Debt Facility — Ridgeline Capital Finance LLC On April 12, 2024, Heliograph entered into a Loan and Security Agreement (the "Loan Agreement") with Ridgeline Capital Finance LLC ("Ridgeline"), a Delaware limited liability company, pursuant to which Ridgeline extended a term loan facility to the Company. The key terms of the Ridgeline facility are as follows: • Amount Drawn: $2,500,000. • Term: 36 months

IV.D. Other Contracts Reviewed In addition to the foregoing material contracts, we reviewed the following agreements and arrangements: • Employment Agreements: Employment agreements are in place for Dr. Priya Anand (CEO) and Dr. Marcus Ellington (CSO). Both agreements provide for at-will employment with severance provisions entitling each founder to 12 months of base salary upon a termination without cause or a resig

V.A. Patent Portfolio Heliograph maintains a patent portfolio consisting of seven patent families, all of which are prosecuted by Langford Speir Patent Group LLP, under the direction of Dr. Teresa Langford, lead partner, located at 1300 I Street NW, Suite 700, Washington, DC 20005. The patent portfolio includes three issued U.S. patents and four pending U.S. patent applications, as follows: Issued U.S. Patents: Pendi

V.B. Licensed intellectual Property As discussed in Section IV.A above, the Company holds an exclusive, worldwide license from Meridian University covering the foundational AAV5 capsid engineering platform technology. The Meridian License grants exclusive rights under Meridian's patent portfolio covering the base AAV5 capsid technology. Heliograph's own patents, described in Section V.A above, cover improvements, mod

V.C. Trade Secrets In addition to its patent portfolio, the Company maintains proprietary trade secrets relating to its manufacturing processes for high-titer AAV5 vector production. These manufacturing processes are not fully disclosed in the Company's patent filings and are maintained as trade secrets. Trade secret protections currently in place include: • CIIA agreements executed by all 47 employees, containing co

V.D. Trademarks The Company holds the following trademark registrations and pending applications: No oppositions, cancellation proceedings, or other adverse actions have been identified with respect to either the registered mark or the pending application.

V.E. IP Observations and Risks Overall, the Company's intellectual property portfolio appears well-maintained and strategically positioned to support the development and potential commercialization of HT-201 and related product candidates. The Langford Speir IP diligence report did not raise any freedom-to-operate concerns, and no third-party infringement claims or challenges to the Company's patents have been identi

VI.A. FDA and Clinical Regulatory Status Heliograph's lead product candidate is HT-201, an AAV5-based gene therapy for the treatment of Leber congenital amaurosis type 10 (LCA10), a rare inherited retinal dystrophy. HT-201 is currently in clinical development, and the Company's regulatory interactions and clinical activities are summarized below. • IND Filing: The Company filed an Investigational New Drug application

VI.B. HSR Act / Antitrust The proposed Series B transaction does not require a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The aggregate transaction value of $20,000,000 is well below the 2025 size-of-transaction threshold of $119.5 million, and no filing is required.

VI.C. Other Regulatory No foreign regulatory filings or approvals are required in connection with the Series B financing itself. The Company does not currently hold any foreign regulatory approvals for HT-201, and no foreign clinical trials are underway. With respect to state securities laws, the Company intends to rely on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended

VII.A. Audited Financial Statements (FY 2024) The Company's financial statements for the fiscal year ended December 31, 2024 were audited by Whitmore & Kassidy LLP, a registered public accounting firm located at 421 Fayetteville Street, Suite 1500, Raleigh, North Carolina 27601. The engagement partner for the audit was Robert Yuen, CPA. Whitmore & Kassidy LLP issued a clean (unqualified) audit opinion on the Company'

VII.B. Unaudited Interim Financials (Q1 2025) We reviewed the Company's unaudited balance sheet and income statement for the three months ended March 31, 2025. These interim financial statements were prepared by the Company's internal finance team and have not been audited or reviewed by an independent accounting firm. Key data points from the unaudited Q1 2025 financials: • Cash and Cash Equivalents (as of March 31,

VII.C. Cash Runway Analysis Based on the unaudited financials as of March 31, 2025 and the anticipated Series B proceeds, the Company's projected post-closing cash position is as follows: • Cash on hand (March 31, 2025): $9,800,000 • Series B proceeds: $20,000,000 • Projected post-closing cash: $29,800,000 At the current average monthly burn rate of approximately $1,350,000 per month, the Company's projected cash run

VII.D. Tax Matters We reviewed the Company's federal and state income tax returns for fiscal years 2022, 2023, and 2024. No audits, examinations, or inquiries by the Internal Revenue Service or any state taxing authority are pending or, to the Company's knowledge, threatened. No tax liens or levies have been identified against the Company or its assets. The Company has accumulated net operating loss ("NOL") carryforw

VIII.A. Headcount and Structure As of June 1, 2025, the Company employs 47 individuals. All employees are based at the Company's principal offices in Durham, North Carolina. The Company does not employ any remote workers in other states or jurisdictions, which is consistent with our conclusion in Section II.B above that no additional foreign qualifications are currently required. The workforce is not unionized, and t

VIII.B. Key Employees Formal employment agreements are in place for the Company's two key executives: • Dr. Priya Anand (CEO): At-will employment agreement providing for severance of 12 months of base salary upon a termination without cause or a resignation for good reason (as defined in the agreement). The agreement contains standard assignment-of-inventions, non-competition (one year post-termination, enforceable u

VIII.C. Equity Compensation As described in Section III.A.3 above, the Company's 2021 Equity Incentive Plan reserves 8,000,000 shares of Common Stock for equity awards. Of these, 5,200,000 options have been granted and 2,800,000 remain available for future issuance. All options vest over four years with a one-year cliff and provide for "double trigger" acceleration upon a change of control. The Plan is administered b

VIII.D. Benefits The Company offers a standard employee benefits package, including health insurance, dental and vision coverage, and a 401(k) retirement savings plan. The Company does not maintain a defined benefit pension plan or any other plan that would impose significant ongoing financial obligations. We did not identify any material ERISA compliance issues in our review of the Company's benefit plans.

IX. Litigation Based on our diligence, no pending or threatened litigation, arbitration, or administrative proceedings involving the Company have been identified. Specifically: • We reviewed the Company's records and conducted searches of applicable court dockets. No lawsuits, claims, or proceedings of any kind involving Heliograph as a party or potential party were identified. • We reviewed officer and director ques

X. Key Risks and Recommendations

X.A. Identified Risks Based on our review of the materials in the data room, management interviews, and third-party reports, we have identified the following key risks that Cobalt should consider in connection with the proposed Series B investment:

1. Meridian University License Dependency. Heliograph's entire platform and lead product candidate, HT-201, are dependent upon the exclusive license from Meridian University. Loss or termination of this license — whether for failure to meet diligence milestones, material breach, or insolvency of Heliograph — would be catastrophic to the Company's business and would likely render Cobalt's investment worthless. The lic

2. Single-Source CMO Risk. Prismline Biologics, Inc. is the sole contract manufacturer for clinical-grade AAV5 vector. The Company does not have a qualified backup CMO. Any disruption in Prismline's operations — whether due to regulatory action against Prismline, operational failures, financial distress of Prismline, or force majeure events — could materially delay the Phase I/II clinical trial, jeopardize the Meridi

3. Cash Runway and Future Financing. With a projected cash runway extending through approximately July 2027, the Company will likely need to raise additional capital within approximately 18 to 20 months following the closing of the Series B financing. The maturity of the Ridgeline venture debt facility in April 2027, requiring repayment of $2,500,000 in principal plus accrued interest, will further compress available

4. Clinical and Regulatory Risk. HT-201 is in early-stage (Phase I/II) clinical development. Gene therapy programs carry inherent clinical and regulatory risks, including risks related to immunogenicity, insertional mutagenesis, and other safety concerns that are characteristic of AAV-based therapeutics. Adverse clinical events or safety signals could result in a clinical hold, termination of the clinical trial, or s

6. Key Person Risk. The Company is highly dependent on the expertise, relationships, and continued involvement of its two co-founders, Dr. Priya Anand and Dr. Marcus Ellington. Both are co-inventors of the HT-201 platform and are central to the Company's scientific strategy, regulatory interactions, and investor relationships. The loss of either founder — whether through departure, disability, or death — could advers

7. Venture Debt Negative Pledge on IP. The Ridgeline facility includes a negative pledge provision restricting Heliograph's ability to grant liens or security interests on its intellectual property without Ridgeline's prior consent. While this provision does not impair Cobalt's equity investment, it could limit the Company's flexibility in future financing transactions that contemplate intellectual property as collat

X.B. Recommendations for Transaction Documentation In light of the foregoing risks and our overall diligence findings, we make the following recommendations with respect to the negotiation and drafting of the transaction documentation:

1. SPA Representations and Warranties. The Stock Purchase Agreement should include comprehensive, detailed representations and warranties from the Company covering, at a minimum, the following subject areas: (a) Full compliance with the Meridian University License Agreement, including satisfaction of all diligence milestones to date, absence of any notice of breach or threatened termination, and absence of any condit

2. Indemnification Protections. The SPA should include an indemnification provision with the following parameters: • Indemnification cap: $5,000,000 (representing 25% of the aggregate purchase price). • Tipping basket: $200,000 (representing 1% of the aggregate purchase price). Once the aggregate amount of indemnifiable losses exceeds the basket threshold, recovery shall be available from the first dollar of loss ("d

3. Escrow. An escrow arrangement should be established as follows: • Escrow amount: $1,000,000 (representing 5% of the aggregate purchase price). • Escrow agent: Granite Trust Company, N.A., 300 Park Avenue, 12th Floor, New York, New York 10022. Contact: Lisa Drummond, Vice President, Corporate Trust Services. • Escrow period: 12 months following closing, with a release date of September 5, 2026 (assuming a closing d

4. Protective Provisions. The Amended and Restated Certificate of Incorporation should include Series B protective provisions requiring the approval of the holders of a majority of the outstanding Series B Preferred Stock for the following corporate actions: • Any amendment to the Certificate of Incorporation or Bylaws that adversely affects the rights, preferences, or privileges of the Series B Preferred Stock. • Au