Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H," "we," "us," or "the Firm") is pleased to confirm the terms under which we will represent Cobalt Ventures LP ("Cobalt," "you," or "the Client"), a Delaware limited partnership, in connection with the matter described below. We value the confidence you have placed in the Firm and look forward to assisting Cobalt in this transaction. This letter sets forth the

2. Scope of Engagement We have been retained to represent Cobalt Ventures LP in connection with a proposed minority investment of approximately Twenty Million Dollars ($20,000,000) in Heliograph Therapeutics, Inc. ("Heliograph" or the "Company"), a Delaware corporation headquartered at 4800 Biopark Drive, Building C, Suite 200, Durham, North Carolina 27709 (the "Transaction"). The investment will be structured as a p

3. Client Identification Our client in this matter is Cobalt Ventures LP, a Delaware limited partnership (Employer Identification Number: 85-4023176), and not any of its general or limited partners individually. For the avoidance of doubt, the Firm does not represent, and will not be deemed to represent, Cobalt Ventures Management LLC (the "General Partner"), Dr. Elena Marchetti, Tariq Nassar, or any other individual

4. Staffing The following attorneys have been assigned to this engagement: Beatrice Holloway, Partner — Responsible Partner. Ms. Holloway will have overall responsibility for this engagement and will supervise all work product generated in connection with the Transaction. She will serve as the primary relationship contact for Cobalt and will participate in key strategic discussions, negotiations, and the review of pr

5. Fees and Billing Arrangements 5.1 Hourly Rates Our fees for services rendered in connection with this engagement will be based on the time spent by the attorneys and other professionals assigned to the matter, at the following standard hourly rates: If additional attorneys or paralegals are assigned to the engagement, their rates will be communicated to Cobalt prior to the commencement of their work. Paralegal tim

6. Retainer A retainer of Fifty Thousand Dollars ($50,000) is required upon execution of this engagement letter. The retainer will be deposited in the Firm's Interest on Lawyers' Trust Account ("IOLTA") and held in accordance with the California Rules of Professional Conduct. The retainer will be applied against the final invoice or invoices rendered in connection with this matter upon the conclusion of the engagemen

7. Billing and Payment Terms Invoices will be rendered on a monthly basis, typically within fifteen (15) business days following the end of each calendar month during which services are performed. Each invoice will include a summary of professional services rendered during the billing period, the identity of each timekeeper, the number of hours billed, a description of the services performed, and an itemization of di

8. Conflicts of Interest We have conducted a conflicts of interest check in accordance with our standard procedures and the California Rules of Professional Conduct. As of the date of this letter, we are not aware of any conflict of interest that would prevent the Firm from representing Cobalt in connection with this engagement. Specifically, we confirm that the Firm does not currently represent, and has not within t

9. Confidentiality All information provided to the Firm by Cobalt or on Cobalt's behalf in connection with this engagement will be treated as confidential and will be protected by the attorney-client privilege, the work product doctrine, and all other applicable legal privileges and protections, to the fullest extent permitted by law. We will not disclose such information to any third party without Cobalt's prior wri

10. Document Retention Upon the completion or termination of this engagement, the Firm will retain the client file in accordance with our standard document retention policy. As a general matter, and unless Cobalt provides written instructions to the contrary, the Firm may, after a period of ten (10) years from the conclusion of the matter, destroy or dispose of all files and documents related to this engagement, with

11. Termination Either party may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under applicable rules of professional conduct, including the duty to take reasonable steps to avoid prejudice to the client's interests. In the event of termination by either party: (a) Cobalt will remain responsible for the payment of all fees and expenses incurred by the

12. Limitation of Liability To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the Firm's aggregate liability to Cobalt in connection with this engagement — whether arising in contract, tort, negligence, or otherwise — shall not exceed the total amount of professional fees actually paid by Cobalt to the Firm for services rendered under this engagement letter. This limi

13. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of Cobalt hereunder, including disputes regarding fees, shall be resolved through binding arbitra

14. Entire Agreement; Amendments This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Cobalt Ventures LP with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, representations, understandings, and agreements, whether oral or written, relating to the Firm's engagement by Cobalt in connection with this matter. This engag

15. Acceptance and Execution If the foregoing terms are acceptable to Cobalt, please confirm your acceptance by having the appropriate authorized representatives of Cobalt countersign this letter in the space provided below and return a fully executed copy to the Firm. This engagement letter may be executed in counterparts, each of which shall be deemed an original, and may be delivered by electronic transmission (in