Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" means the possession, directly or indire

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, terms defined in the singular shall include the plural, and terms defined in the plural shall include the singular. The use of any gender shall be applicable to all genders. (b) The headings and captions of the articles, sections, and subsections of this Agreement are for convenience of reference only, shall not be deemed to be a part of t

ARTICLE 2 — PURCHASE AND SALE OF SHARES

Section 2.1 — Authorization of Shares Prior to the Closing, the Company shall have authorized the sale and issuance to the Investor of up to 14,414,414 shares of Series B Preferred Stock, having the rights, preferences, privileges, and restrictions set forth in the Restated Certificate. In connection therewith, the Company shall have duly adopted and filed the Restated Certificate with the Secretary of State of the S

Section 2.2 — Sale and Issuance of Series B Preferred Stock Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, 14,414,414 shares of Series B Preferred Stock at a purchase price of $1.3875 per share, for an aggregate purchase price of Twenty Million Dollars ($20,000,000.00) (the "Aggregate Purchase P

Section 2.3 — Closing; Delivery (a) Closing Date. The purchase and sale of the Shares shall take place at a closing (the "Closing") to be held remotely via the electronic exchange of documents and signatures on or before September 5, 2025 (the "Closing Date"), or at such other time, date, and place as the Company and the Investor may mutually agree in writing, subject to the satisfaction or waiver (to the extent perm

Section 2.4 — Use of Proceeds The Company shall use the net proceeds from the sale of the Shares primarily for the following purposes: (i) continued clinical development of HT-201, the Company's AAV5-based gene therapy product candidate for the treatment of Leber congenital amaurosis type 10 ("LCA10"), including the conduct of the ongoing Phase I/II clinical trial under IND 178452 filed with the FDA, enrollment of ad

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the Disclosure Schedule delivered by the Company to the Investor concurrently herewith (each section of which qualifies the correspondingly numbered representation and warranty and any other representation and warranty to the extent that the applicability of such disclosure to such other representation and warranty is reasonably apparent

Section 3.1 — Organization, Good Standing, and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been formed on March 8, 2020, with Delaware File Number 5923417. The Company has all requisite corporate power and authority to (a) own, lease, and operate its properties and assets, (b) carry on its business as presently condu

Section 3.2 — Authorization All corporate action on the part of the Company, its officers, directors, and stockholders necessary for the (a) authorization, execution, and delivery of this Agreement and each of the Ancillary Agreements to which the Company is a party, (b) authorization of the performance of all obligations of the Company hereunder and thereunder, and (c) authorization, sale, issuance, and delivery of

Section 3.3 — Capitalization (a) Authorized Capital Stock. The authorized capital stock of the Company, immediately following the filing and effectiveness of the Restated Certificate, shall consist of: (i) 100,000,000 shares of Common Stock, par value $0.0001 per share; (ii) 15,000,000 shares of Series A Preferred Stock, par value $0.0001 per share; and (iii) 14,414,414 shares of Series B Preferred Stock, par value $

Section 3.4 — Valid Issuance of Shares The Shares, when issued, sold, and delivered in accordance with the terms of this Agreement and for the consideration set forth herein, will be validly issued, fully paid, and non-assessable, and free and clear of all liens, charges, and encumbrances, other than restrictions on transfer imposed by (a) this Agreement, (b) the Ancillary Agreements, (c) the Restated Certificate, an

Section 3.5 — Subsidiaries The Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, limited liability company, association, joint venture, or other business entity. The Company is not a participant in any joint venture, partnership, or similar arrangement with any other Person.

Section 3.6 — Financial Statements The Company has delivered to the Investor the following financial statements (collectively, the "Financial Statements"): (a) audited financial statements of the Company for the fiscal year ended December 31, 2024 (the "Audited Financial Statements"), consisting of a balance sheet as of December 31, 2024, statements of operations, stockholders' equity (deficit), and cash flows for th

Section 3.7 — Absence of Changes Since December 31, 2024 (the date of the most recent Audited Financial Statements), (a) there has been no Material Adverse Effect and no event has occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, and (b) the Company has conducted its business only in the ordinary course of business consistent with past practice. With

Section 3.8 — No Conflicts; Consents (a) The execution, delivery, and performance by the Company of this Agreement and each of the Ancillary Agreements to which the Company is a party, and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance and sale of the Shares), do not and will not: (i) violate, conflict with, or result in a breach of any provision of the Res

Section 3.9 — Litigation Except as set forth on Schedule 3.9 of the Disclosure Schedule, there is no action, suit, proceeding, claim, arbitration, investigation, or inquiry pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its officers, directors, or employees (in their capacities as such) before any Governmental Authority or arbitrator that (a) questions the validity of

Section 3.10 — Intellectual Property (a) Patent Portfolio. The Company owns or has exclusive rights to seven (7) patent families relating to its AAV-based gene-therapy platform and product candidates. The current status of such patent portfolio is as follows: (i) Issued U.S. Patents: Three (3) United States patents have been issued to the Company: U.S. Patent No. 11,234,567 (titled "Engineered AAV5 Capsid Variants fo

Section 3.11 — Material Contracts Schedule 3.11 of the Disclosure Schedule sets forth a true, correct, and complete list of all contracts, agreements, instruments, and arrangements to which the Company is a party that are material to the business, financial condition, assets, liabilities, or operations of the Company (collectively, the "Material Contracts"). Without limiting the generality of the foregoing, the Mater

Section 3.12 — Indebtedness The total outstanding indebtedness of the Company for borrowed money is Two Million Five Hundred Thousand Dollars ($2,500,000.00) under the venture debt facility provided by Ridgeline Capital Finance LLC pursuant to the Loan Agreement dated April 12, 2024 (the "Ridgeline Loan Agreement"). The material terms of the Ridgeline Loan Agreement are as follows: (a) original principal amount: $2,5

Section 3.13 — Title to Properties and Assets; Liens The Company has good and marketable title to, or a valid leasehold interest in, all of its properties and assets (whether real, personal, or mixed, tangible or intangible) used or held for use in connection with its business as presently conducted, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, and other restrictions of any

Section 3.14 — Compliance with Laws The Company is, and has at all times since its inception been, in compliance with all applicable laws, rules, regulations, orders, writs, injunctions, judgments, and decrees of any Governmental Authority (including applicable FDA regulations, state and federal securities laws, tax laws, employment and labor laws, environmental laws, and data privacy laws), except where the failure

Section 3.15 — Regulatory Matters (a) The Company filed Investigational New Drug Application No. 178452 ("IND 178452") with the FDA for HT-201, its AAV5-based gene-therapy product candidate for the treatment of Leber congenital amaurosis type 10 (LCA10), in October 2024. IND 178452 is in active status and has not been placed on clinical hold, withdrawn, or terminated. The Company commenced a Phase I/II clinical trial

Section 3.16 — Tax Matters (a) The Company has timely filed (taking into account all applicable extensions) all income tax returns and all other material tax returns required to be filed by it with the appropriate federal, state, local, and foreign taxing authorities, and all such tax returns are true, correct, and complete in all material respects. The Company's federal employer identification number ("EIN") is 87-1

Section 3.17 — Employee Matters (a) As of June 1, 2025, the Company has forty-seven (47) full-time employees and no part-time employees. The Company is in material compliance with all applicable labor and employment laws, including laws relating to wages, hours, overtime, discrimination, harassment, retaliation, immigration, workers' compensation, occupational health and safety, and the classification of workers as e