Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings: "Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. "Claim Notice" means a written notice delivered by the Investor to the Escrow Agent and the Company asserting a claim agains

Section 1.2 Rules of Construction. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Sch

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT

Section 2.1 Deposit of Escrow Fund. On the Closing Date, the Investor shall cause One Million Dollars ($1,000,000.00) (the "Initial Deposit") to be deposited by wire transfer of immediately available funds with the Escrow Agent, in accordance with the wire transfer instructions set forth on Exhibit A-1 attached hereto. The Initial Deposit constitutes a portion of the aggregate purchase price of Twenty Million Dollars

Section 2.2 Escrow Account. The Escrow Agent shall hold the Escrow Fund in a segregated escrow account established and maintained at Granite Trust Company, N.A. (the "Escrow Account"), which Escrow Account shall be designated: "Heliograph Therapeutics / Cobalt Ventures Escrow Account." The Escrow Agent shall maintain the Escrow Account separate and apart from its general assets and from any other funds or accounts he

Section 2.3 Title to Escrow Fund. Beneficial ownership of the Escrow Fund shall remain with the Investor until such time as portions of the Escrow Fund are distributed to the Company in satisfaction of valid indemnification claims in accordance with the terms hereof or returned to the Investor in accordance with the terms hereof. Upon any disbursement from the Escrow Fund to the Company pursuant to Article IV, benefi

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.1 Investment Instruction. The Escrow Agent shall invest and reinvest the Escrow Fund (including all earnings thereon) in one or more of the Permitted Investments described in Section 3.2, as directed by Joint Written Instructions delivered to the Escrow Agent. In the absence of Joint Written Instructions specifying the manner of investment, the Escrow Agent shall invest the Escrow Fund in the default invest

Section 3.2 Permitted Investments. The following investments shall constitute "Permitted Investments" for purposes of this Agreement: (a) Default Investment. Money market deposit accounts maintained at Granite Trust Company, N.A. (or any successor institution thereto), or shares of a money market mutual fund that invests primarily in obligations issued or guaranteed by the United States of America or any agency or in

Section 3.3 Income and Earnings. All interest, dividends, income, and other earnings on the Escrow Fund shall be added to, and shall become a part of, the Escrow Fund, and shall be held, invested, and disbursed in accordance with the terms of this Agreement. The Investor shall be solely responsible for the payment of any and all taxes, assessments, or other governmental charges imposed on or with respect to the incom

ARTICLE IV — CLAIMS; DISBURSEMENT; RELEASE

Section 4.1 Claim Procedures. (a) Claim Notice. At any time during the Escrow Period (and, with respect to Pending Claims, at any time until the final resolution thereof), the Investor may deliver a Claim Notice to the Escrow Agent and the Company. Each Claim Notice shall be substantially in the form attached hereto as Exhibit B and shall specify in reasonable detail: (i) the factual basis for the indemnification cla

Section 4.2 Disbursement. (a) Payment on Undisputed or Resolved Claims. The Escrow Agent shall disburse the applicable amount from the Escrow Fund to the Investor in each of the following circumstances: (i) upon receipt of a Claim Notice with respect to which the Company has not delivered a timely Dispute Notice within the thirty (30) Business Day Dispute Period specified in Section 4.1(b), the Escrow Agent shall dis

Section 4.3 Release of Escrow Fund. (a) Scheduled Release. On the Release Date (September 5, 2026), the Escrow Agent shall release and disburse to the Company the entire balance of the Escrow Fund then remaining in the Escrow Account, minus any amounts subject to then-outstanding Pending Claims. At least five (5) Business Days prior to the Release Date, the Investor shall deliver to the Escrow Agent and the Company e

Section 5.1 Duties and Obligations. The Escrow Agent undertakes to perform only such duties as are expressly and specifically set forth in this Agreement, and no implied covenants, duties, or obligations shall be read into this Agreement against the Escrow Agent. The duties of the Escrow Agent are purely ministerial in nature, and the Escrow Agent shall have no duty to enforce any obligation of any Party to make any

Section 5.2 Reliance. The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any notice, instruction, request, certificate, direction, consent, waiver, receipt, affidavit, or other document or instrument that the Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper person or persons. The Escrow Agent shall not be responsib

Section 5.3 Liability and Indemnification of Escrow Agent. The Escrow Agent shall not be liable for any act taken or omitted to be taken by it in good faith in accordance with the terms of this Agreement, except for its own gross negligence, fraud, or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. In no event shall the Escrow Agent be liable for any indirec

Section 5.4 Resignation and Removal. The Escrow Agent may resign from its obligations hereunder at any time by delivering thirty (30) days' prior written notice of such resignation to the Company and the Investor. Such resignation shall not become effective until a successor escrow agent has been appointed by Joint Written Instructions and such successor escrow agent has accepted such appointment in writing. The Comp

Section 5.5 Successor Escrow Agent. Any successor escrow agent appointed pursuant to Section 5.4 shall be a bank or trust company organized under the laws of the United States of America or any state thereof, or a national banking association, in each case having a combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000.00). Upon the appointment and written acceptance by a successor e

Section 5.6 Conflicting Instructions; Interpleader. If at any time the Escrow Agent receives or becomes aware of conflicting instructions, notices, or demands from the Company and the Investor with respect to the Escrow Fund or any portion thereof, or if the Escrow Agent is uncertain as to its duties or rights hereunder, the Escrow Agent may, in its sole and absolute discretion: (a) refrain from taking any action (ot

ARTICLE VI — COMPENSATION AND EXPENSES

Section 6.1 Escrow Agent Fees. As compensation for the services to be rendered by the Escrow Agent hereunder, the Company and the Investor shall pay to the Escrow Agent an annual fee of Seven Thousand Five Hundred Dollars ($7,500.00) (the "Annual Fee"). The Annual Fee shall be split equally between the Company and the Investor, with each paying Three Thousand Seven Hundred Fifty Dollars ($3,750.00). The first Annual

Section 6.2 Expenses. In addition to the Annual Fee, the Company and the Investor shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties hereunder, including, without limitation, reasonable attorneys' fees and disbursements incurred by the Escrow Agent if the Escrow Agent reasonably deems it necessary to o

Section 6.3 Priority of Payment. If the Annual Fee or any reimbursable expenses remain unpaid for more than thirty (30) days following delivery by the Escrow Agent of an invoice therefor to the Company and the Investor, the Escrow Agent shall be entitled to deduct such unpaid fees and unreimbursed expenses from the Escrow Fund; provided, however, that (a) the Escrow Agent shall provide at least ten (10) Business Days

Section 7.1 Tax Reporting. For United States federal income tax purposes and for purposes of applicable state and local income tax laws, the Investor shall be treated as the owner of the Escrow Fund and all income earned thereon until such time as amounts are disbursed from the Escrow Fund. The Escrow Agent shall report all interest, dividends, and other income earned on the Escrow Fund under the Investor's taxpayer

Section 7.2 Tax Obligations. The Investor shall be solely responsible for the payment of any and all taxes, assessments, and other governmental charges that may be imposed on or payable with respect to the income earned on the Escrow Fund, including any federal, state, or local income taxes, and neither the Company nor the Escrow Agent shall have any liability therefor. Neither the Company nor the Escrow Agent makes

Section 7.3 Withholding. The Escrow Agent shall be entitled to deduct and withhold from any disbursement made from the Escrow Fund such amounts as may be required to be deducted and withheld under applicable federal, state, local, or foreign tax law, rule, or regulation. Any amounts so withheld shall be treated for all purposes of this Agreement as having been disbursed to the Party in respect of which such deduction

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor and the Escrow Agent as follows: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware File Number 5923417. (b) Power and Authority. The Company has full corporate power and authori

Section 8.2 Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company and the Escrow Agent as follows: (a) Organization and Good Standing. The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware File Number 6178203. (b) Power and Authority. The Investor has full partnership powe

Section 8.3 Representations and Warranties of the Escrow Agent. The Escrow Agent hereby represents and warrants to the Company and the Investor as follows: (a) Organization and Good Standing. The Escrow Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America. (b) Power and Authority. The Escrow Agent has full power and authority to

Section 9.1 Termination. This Agreement shall terminate upon the later of: (a) the Release Date (September 5, 2026) and the disbursement of the entire remaining balance of the Escrow Fund to the Company or the Investor (or both), as applicable, in accordance with the terms of this Agreement; or (b) the final resolution of all Pending Claims outstanding as of the Release Date and the disbursement of all remaining amou

Section 9.2 Survival. The provisions of Section 5.3 (Liability and Indemnification of Escrow Agent), Sections 7.1, 7.2, and 7.3 (Tax Matters), and Section 10.9 (Governing Law) shall survive the termination of this Agreement and shall continue in full force and effect notwithstanding such termination. The obligations of the Company and the Investor to pay fees and expenses of the Escrow Agent under Article VI that hav

ARTICLE X — MISCELLANEOUS PROVISIONS

Section 10.1 Notices. All notices, requests, demands, claims, consents, Claim Notices, Dispute Notices, Joint Written Instructions, and other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be delivered by (a) personal delivery, (b) nationally recognized overnight courier service (with tracking capability), or (c) electronic mail (with confirmation of t

Section 10.2 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all three Parties hereto. No waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the Party against whom enforcement of such waiver is sought. No waiver of any breach or d

Section 10.3 Assignment. None of the Parties may assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of the other Parties hereto, and any attempted assignment, transfer, or delegation without such consent shall be null and void and of no force or effect; provided, however, that (a) the Investor may assign its rights and obligations hereunder to a successor fu

Section 10.4 Entire Agreement. This Agreement, together with the Purchase Agreement and the exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter. No Party has relied on any representation, warr

Section 10.5 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and

Section 10.6 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intend

Section 10.7 No Third-Party Beneficiaries. Except as expressly set forth in Section 5.3 hereof with respect to the Escrow Agent Indemnified Parties, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties hereto (and their respective successors and permitted assigns) any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

Section 10.8 Headings. The article, section, and subsection headings and captions contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of any of the provisions of this Agreement.

Section 10.9 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.10 Jurisdiction; Venue; Waiver of Jury Trial. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware) and (b) the United States District Court for the District of Delaware, and any appellate courts from any

Section 10.11 Relationship to Purchase Agreement. This Agreement is entered into in connection with, and pursuant to the terms of, the Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement with respect to the Escrow Fund, the Escrow Account, or the procedures for deposit, investment, claim, disburseme