Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the respective meanings set forth below: "Affiliate" means, with respect to any specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction

Section 1.2 — Construction and Interpretation (a) All references in this Agreement to the Restated Certificate shall be deemed to include any amendments, restatements, supplements, or other modifications thereto. Unless otherwise expressly provided, all references to "Sections," "Articles," "Schedules," and "Exhibits" shall refer to Sections, Articles, Schedules, and Exhibits of and to this Agreement. (b) Unless the

ARTICLE 2 — VOTING PROVISIONS; BOARD COMPOSITION

Section 2.1 — Board Composition The Stockholders agree that the Board of Directors of the Company shall consist of five (5) directors, designated and elected in the following manner: (a) Common Directors (Two Seats). Two (2) directors (each, a "Common Director") shall be designated by the holders of a majority of the shares of Common Stock then held by the Key Holders, voting as a separate class. The initial Common D

Section 2.2 — Obligations of Stockholders Each Stockholder hereby agrees to vote all Voting Shares held by such Stockholder, and to take all other actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, officer, director, or otherwise, and whether at any annual or special meeting of stockholders, by written consent in lieu of a meeting, or otherwise), to ensure that: (a) Th

Section 2.3 — Vacancies In the event that any director designated in accordance with Section 2.1 ceases to serve as a member of the Board, whether as a result of death, disability, resignation, removal, or disqualification, the resulting vacancy on the Board shall be filled solely by a replacement individual designated by the party or parties entitled to designate such director under Section 2.1. Each Stockholder her

Section 2.4 — Removal of Directors (a) Any Common Director may be removed from the Board (with or without cause) only upon the written request of the holders of a majority of the shares of Common Stock then held by the Key Holders. (b) The Series A Director may be removed from the Board (with or without cause) only upon the written request of Pinnacle BioVentures Fund II LP (so long as Pinnacle has the right to desig

Section 2.5 — Board Size Each Stockholder agrees to vote all Voting Shares held by such Stockholder, and to take all other actions within such Stockholder's control, to ensure that the authorized number of directors constituting the Board of Directors shall be five (5). No Stockholder shall take any action to increase or decrease the authorized size of the Board, and the Stockholders shall not approve any amendment t

Section 2.6 — No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating or recommending a person for election as a director of the Company for any act or omission by such designated person in his or her capacity as a director of the Company, and the Company hereby agrees to indemnify each such Stockholder and its Affili

Section 2.7 — Board Observer Rights For the avoidance of doubt, Lakeshore Health Innovation Fund LP shall be entitled to information rights as set forth in the Investors' Rights Agreement, dated as of the date hereof, but shall not be entitled to any board observer rights under this Agreement. Nothing in this Section 2.7 shall preclude the Company and Lakeshore from entering into a separate agreement providing for bo

Section 3.1 — Drag-Along Sale Defined A "Drag-Along Sale" means any bona fide, arm's-length transaction or series of related transactions involving: (a) a merger, consolidation, or other business combination of the Company with or into another Person (other than a merger effected exclusively for the purpose of changing the Company's domicile); (b) a sale, lease, exclusive license, or other disposition of all or subst

Section 3.2 — Drag-Along Obligations Upon the approval of a Drag-Along Sale in accordance with Section 3.1, each Stockholder (including any Stockholder who voted against or abstained from voting on the approval of such Drag-Along Sale) shall be obligated to: (a) Vote in Favor. Vote all Voting Shares held by such Stockholder in favor of the Drag-Along Sale at any meeting of stockholders at which such transaction is su

Section 3.3 — Conditions to Drag-Along The obligations of each Stockholder under Section 3.2 shall be subject to the satisfaction of each of the following conditions: (a) Proportionate Consideration. Each holder of each class or series of capital stock of the Company shall receive the same form and amount of consideration per share of such class or series as would be distributable to such holder in a liquidation of t

Section 3.4 — Drag-Along Notice The Company (acting at the direction of the Board) or the initiating Stockholders who have approved the Drag-Along Sale shall provide written notice (a "Drag-Along Notice") to each Stockholder subject to the drag-along obligations under Section 3.2 not less than fifteen (15) business days prior to the expected closing date of the Drag-Along Sale. The Drag-Along Notice shall include, at

Section 3.5 — Irrevocable Proxy for Drag-Along Each Stockholder hereby grants to the Company, and to any designated representative of the Company approved by (x) the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis) and (y) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders,

ARTICLE 4 — TRANSFER RESTRICTIONS

Section 4.1 — Transfers Subject to Agreement No Stockholder shall Transfer any Voting Shares to any Person unless, as a condition precedent to such Transfer, the proposed transferee executes and delivers to the Company a joinder agreement in the form attached hereto as Exhibit A (a "Joinder Agreement"), agreeing to be bound by all of the terms, conditions, rights, and obligations of this Agreement as if such transfer

Section 4.2 — Joinder The form of Joinder Agreement to be executed by each transferee of Voting Shares (or by each new stockholder who acquires shares directly from the Company) is attached hereto as Exhibit A and is incorporated herein by this reference. Any transferee or new stockholder who does not execute and deliver a Joinder Agreement shall not be recognized as a holder of Voting Shares for purposes of this Agr

Section 4.3 — Compliance with ROFR and Co-Sale Agreement Each Stockholder acknowledges that Transfers of Voting Shares by the Key Holders are also subject to the terms and conditions of the ROFR and Co-Sale Agreement, dated as of the date hereof, among the Company, the Investors, the Key Holders, and the other parties named therein. In the event of any conflict between the transfer restrictions set forth in this Agre

ARTICLE 5 — ADDITIONAL STOCKHOLDERS

Section 5.1 — New Stockholders In the event that the Company issues additional shares of capital stock of the Company (whether Common Stock, Preferred Stock, or any other class or series of capital stock) after the date hereof to any Person who is not already a party to this Agreement, the Company shall, as a condition to such issuance, require such Person to execute and deliver a Joinder Agreement in the form attach

Section 5.2 — Option Pool The Company has established a stock option pool consisting of 8,000,000 shares of Common Stock reserved for issuance under the Company's 2021 Equity Incentive Plan (the "Plan"), of which 5,200,000 shares have been granted (whether as stock options, restricted stock units, or other equity awards) and 2,800,000 shares remain available for future grants, in each case as of the date hereof. The

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations and Warranties of the Stockholders Each Stockholder, severally and not jointly, hereby represents and warrants to the Company and to each other Stockholder as follows, as of the date hereof: (a) Power and Authority. Such Stockholder has all requisite power and authority (and, in the case of a Stockholder that is an entity, such Stockholder has been duly authorized by all necessary partne

Section 6.2 — Representations and Warranties of the Company The Company hereby represents and warrants to each Stockholder as follows, as of the date hereof: (a) Organization and Good Standing. Heliograph Therapeutics, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 5923417), and has all requisite corporate power and authori

Section 7.1 — D&O Insurance The Company shall use commercially reasonable efforts to obtain and maintain, at its sole expense, directors' and officers' liability insurance (including employment practices liability coverage) with reputable insurance carriers, in amounts and with coverage terms that are customary for companies of a similar size and stage operating in the life sciences and biotechnology industry, for th

Section 7.2 — Board Meetings The Board of Directors shall meet at least once per calendar quarter. Meetings of the Board may be held in person at the Company's principal offices in Durham, North Carolina, or at such other location as the Board may determine, or by telephone conference or video conference, in accordance with the Company's bylaws and the DGCL. The Company shall use its best efforts to provide each dire

Section 7.3 — Expenses of Board Designees The Company shall promptly reimburse each non-employee director for all reasonable and documented out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors or any committee thereof, including reasonable travel, lodging, and meal expenses, upon submission of appropriate documentation in accordance with the Company's expense reimbursement p

Section 7.4 — Restrictive Legend All certificates representing Voting Shares that are subject to this Agreement (or, if the Company's shares are uncertificated, all book-entry notations with respect to such shares maintained by the Company's transfer agent) shall bear, or be subject to, a legend substantially in the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF

Section 8.1 — Termination Events This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of any of the following events: (a) Qualified IPO. The closing of the Company's first firm-commitment underwritten public offering of shares of Common Stock registered under the Securities Act pursuant to a registration statement on Form S-1 (or any successor form) filed with t

Section 8.2 — Effect of Termination Upon the termination of this Agreement in accordance with Section 8.1, all rights and obligations of the Parties under this Agreement shall cease and be of no further force or effect, and no Party shall have any further liability or obligation to any other Party hereunder; provided, however, that (a) nothing herein shall relieve any Party from liability for any breach of this Agree

Section 8.3 — Termination of Specific Designation Rights Notwithstanding the provisions of Section 8.1: (a) Pinnacle Designation Right. The right of Pinnacle BioVentures Fund II LP to designate the Series A Director pursuant to Section 2.1(b) shall automatically terminate at such time as Pinnacle BioVentures Fund II LP (together with its Affiliates) holds fewer than 3,000,000 shares of Series A Preferred Stock (or sh

ARTICLE 9 — GENERAL PROVISIONS

Section 9.1 — Governing Law This Agreement shall be governed by and construed 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 9.2 — Jurisdiction and Venue Any action, suit, or proceeding arising out of or relating to this Agreement, or the negotiation, execution, validity, performance, or breach hereof, shall be brought exclusively in (a) the Court of Chancery of the State of Delaware, New Castle County, or (b) if the Court of Chancery of the State of Delaware declines to accept jurisdiction over such action, suit, or proceeding, in

Section 9.3 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when: (a) delivered personally (effective upon receipt); (b) sent by electronic mail to the email address specified below or as otherwise designated by the receiving party in writing (effective upon confirmation

Section 9.4 — Entire Agreement This Agreement, together with the Purchase Agreement, the Investors' Rights Agreement, the ROFR and Co-Sale Agreement, the Escrow Agreement, the Restated Certificate, and the Schedules and Exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, discussion

Section 9.5 — Amendments and Waivers This Agreement may be amended, modified, or supplemented, and any provision of this Agreement may be waived, only by a written instrument executed by each of the following: (i) the Company; (ii) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders; (iii) the holders of a majority of the then-outstanding shares of Series A Preferred Stock

Section 9.6 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns, including any transferee who becomes a party to this Agreement by executing a Joinder Agreement in accordance with the terms hereof. No Party may assign or delegate any of such Par

Section 9.7 — Specific Performance Each Party acknowledges and agrees that the rights of the Parties under this Agreement are unique, that monetary damages would be inadequate to compensate for a breach of this Agreement, and that a breach of this Agreement would cause irreparable harm to the non-breaching Parties. Accordingly, in addition to any other remedies available at law or in equity, each Party shall be entit

Section 9.8 — Severability If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under any present or future law, rule, or regulation, such provision shall be fully severable; this Agreement shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never comprised a part of this Agreement; and

Section 9.9 — Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (including in portable document format (.pdf)), or by any other electronic means intended to preserve the original graphic an

Section 9.10 — Aggregation of Stock All shares of Preferred Stock held or acquired by affiliated entities of any Investor (including, without limitation, any affiliated fund, parallel fund, co-investment vehicle, or alternative investment vehicle managed or advised by the same general partner, managing member, or fund manager as such Investor, and any general partner, managing member, or limited partner of such Inves

Section 9.11 — Spousal Consent If any Key Holder is married or has a domestic partner as of the date of this Agreement, such Key Holder's spouse or domestic partner shall execute and deliver to the Company a Consent of Spouse in the form attached hereto as Exhibit B, pursuant to which such spouse or domestic partner shall acknowledge having read and understood this Agreement, agree to be bound by its terms with respe

Section 9.12 — Stock Splits, Recapitalizations All references to numbers of shares in this Agreement (including, without limitation, the share numbers set forth in Article 1, Schedule A, and Section 8.3) shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, combination, reclassification, recapitalization, or similar event affecting the outstanding shares of capital stock of