Contract analysis

ARTICLE I NAME The name of the Corporation is Heliograph Therapeutics, Inc.

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, County of Kent. The name of the registered agent of the Corporation at such address is Capitol Corporate Services, Inc. The Corporation may, from time to time, designate a different address as its registered office or a

ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out the purposes for which it is organized, as now or hereafter conferred by the laws of the State of Delaware.

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 129,414,414 shares, consisting of: (a) 100,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and (b) 29,414,414 shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"). The number of authorized shares of Common Stock or Preferre

Section 4.2 Designation of Preferred Stock. Of the authorized shares of Preferred Stock, the following series are hereby designated with the respective number of authorized shares set forth below: (a) 15,000,000 shares are hereby designated as "Series A Preferred Stock" (the "Series A Preferred Stock" or the "Series A Preferred"); and (b) 14,414,414 shares are hereby designated as "Series B Preferred Stock" (the "Ser

ARTICLE V RIGHTS, PREFERENCES, AND PRIVILEGES OF PREFERRED STOCK The rights, preferences, privileges, restrictions, and other matters relating to the Preferred Stock are as follows:

Section 5.1 Dividends. (a) Series B Preferred Stock Dividends. The holders of the Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available therefor, non-cumulative cash dividends at the rate of eight percent (8%) per annum of the Series B Original Issue Price (as defined below) per share of Series B Preferred Stock (which is equal to $0.111 p

Section 5.2 Liquidation. (a) Liquidation Preference — Series B Preferred Stock. In the event of any Liquidation Event (as defined in Section 5.2(d) below), before any distribution or payment shall be made to the holders of the Series A Preferred Stock or the Common Stock, the holders of the Series B Preferred Stock shall be entitled to receive, out of the assets of the Corporation available for distribution to its st

Section 5.3 Conversion. (a) Optional Conversion. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect

Section 5.4 Voting Rights. (a) General Voting Rights. Except as otherwise expressly provided in this Restated Certificate or as required by applicable law, each holder of outstanding shares of Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which such holder's shares of Preferred Stock are then convertible (as adjusted from time to time pursuant to Sec

Section 5.5 Protective Provisions. (a) Series B Protective Provisions. For so long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, take any of the following actions without (in addition to any other vote or consent required by law or by this Restated Certificate

Section 5.6 Redemption. The Series B Preferred Stock and the Series A Preferred Stock shall not be subject to mandatory redemption or be redeemable at the option of the Corporation or any holder thereof, unless otherwise agreed in a separate written agreement between the Corporation and the applicable holder(s) of such Preferred Stock. Nothing in this Section 5.6 shall limit or restrict the Corporation's ability to r

Section 5.7 No Reissuance of Preferred Stock. Any shares of Preferred Stock that are converted into shares of Common Stock pursuant to Section 5.3, or that are otherwise redeemed, repurchased, cancelled, or acquired by the Corporation, shall be automatically and immediately cancelled and retired and shall not be reissued, sold, or transferred thereafter. Upon such cancellation and retirement, the number of authorized

Section 5.8 Notices. Any notice required or permitted by this Restated Certificate to be given to a holder of shares of Preferred Stock shall be given in the manner and to the addresses set forth in the Bylaws of the Corporation, as they may be amended from time to time, or as otherwise provided in any applicable stockholders' agreement. Such notices shall be deemed given when delivered personally, when sent by confi

Section 6.1 Voting Rights. Each holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder on the record date for the determination of stockholders entitled to vote on any matter on which the holders of Common Stock are entitled to vote, including the election of directors. Except as otherwise required by applicable law or this Restated Certificate, the holde

Section 6.2 Dividends. Subject to the preferential dividend rights of the Preferred Stock as set forth in Section 5.1 of this Restated Certificate, the holders of shares of Common Stock shall be entitled to receive dividends, when and as declared by the Board of Directors from time to time out of funds of the Corporation legally available therefor.

Section 6.3 Liquidation. Subject to the prior and preferential rights of the holders of the Preferred Stock as set forth in Section 5.2 of this Restated Certificate, in the event of any Liquidation Event, after payment in full of all Liquidation Preferences on the Preferred Stock, the holders of shares of Common Stock shall be entitled to share ratably in all remaining assets of the Corporation available for distribu

Section 6.4 No Preemptive Rights. No holder of shares of Common Stock shall have any preemptive right to subscribe for, purchase, or otherwise acquire any shares of any class of capital stock of the Corporation, whether now or hereafter authorized, or any securities convertible into, exchangeable for, or carrying a right to subscribe for or purchase shares of any class of capital stock of the Corporation. The foregoi

ARTICLE VII BOARD OF DIRECTORS

Section 7.1 Number of Directors. The number of directors constituting the entire Board of Directors of the Corporation shall be five (5). The authorized number of directors may be changed only by an amendment to this Restated Certificate or the Bylaws of the Corporation that is adopted in accordance with the DGCL and the protective provisions set forth in Section 5.5 of this Restated Certificate, to the extent applic

Section 7.2 Composition. The Board of Directors shall be composed as follows: (a) Two (2) Common Directors, elected by the holders of a majority of the outstanding shares of Common Stock, voting as a separate class, as provided in Section 5.4(b); (b) One (1) Series A Director, elected by the holders of a majority of the outstanding shares of Series A Preferred Stock, voting as a separate class, as provided in Section

Section 7.3 Removal. Any director elected by a particular class or series of stock may be removed from office, with or without cause, only by the affirmative vote or written consent of the holders of a majority of the shares of such class or series entitled to elect such director. The Independent Director may be removed from office, with or without cause, only by the mutual consent of the holders of a majority of the

Section 7.4 Vacancies. Any vacancy on the Board of Directors created by the death, disability, resignation, retirement, disqualification, or removal of a director shall be filled only in the same manner in which such director was originally elected. If a vacancy in the directorship of a Common Director is created, it shall be filled by the holders of a majority of the outstanding shares of Common Stock, voting as a s

ARTICLE VIII BYLAWS In furtherance of, and not in limitation of, the powers conferred upon it by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation, subject to the protective provisions set forth in Section 5.5 of this Restated Certificate and the rights of the stockholders of the Corporation under the DGCL to adopt, amend,

ARTICLE IX LIMITATION OF LIABILITY To the fullest extent permitted by the DGCL, as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader limitation of liability than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for

Section 10.1 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person who was or is a party or is threatened to be m

Section 10.2 Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by the DGCL or other applicable law, pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending or otherwise participating in any Proceeding in advance of its final disposition; provided, however, that, to the extent required by the DGCL, such payment of expenses in advance of the final d

Section 10.3 Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under

Section 10.4 Contract Right; Non-Exclusivity. The right to indemnification and advancement of expenses conferred in this Article X shall be a contract right and shall not be deemed exclusive of any other right to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders, vote of disinterested directors, or otherwise, both as to action in such perso

Section 10.5 Amendment. Any amendment, repeal, or modification of this Article X by the stockholders of the Corporation shall not adversely affect any right or protection of any Indemnified Person existing at the time of such amendment, repeal, or modification with respect to acts or omissions occurring prior to such amendment, repeal, or modification.

ARTICLE XI CORPORATE OPPORTUNITIES To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision thereto), the Corporation hereby renounces and waives any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to or become known to any of the following persons: (a) Pinnacle BioVen