OFFICER'S CERTIFICATE

Compliance Certificate Delivered Pursuant to the Series B Preferred Stock Purchase Agreement

Heliograph Therapeutics, Inc.

[This form is to be executed by an authorized officer of the Company at Closing and delivered to the Investor pursuant to Section [__] of the Purchase Agreement. All bracketed items must be completed or conformed to the final execution version of the Purchase Agreement prior to execution.]

OFFICER'S CERTIFICATE

This Officer's Certificate (this "Certificate") is delivered pursuant to Section [__] of that certain Series B Preferred Stock Purchase Agreement (the "**Purchase Agreement**"), dated as of [__, 20], by and between [Insert full legal name of Company], a [Insert jurisdiction of incorporation] corporation (the "Company"), and [Insert full legal name of Investor], a [Insert jurisdiction of organization] limited partnership (the "Investor").

This Certificate is being delivered by the undersigned to the Investor as a condition precedent to the obligations of the Investor to consummate the Closing (as defined in the Purchase Agreement) contemplated under the Purchase Agreement and in satisfaction of the condition set forth in Section [__] of the Purchase Agreement.

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Purchase Agreement.

The undersigned, [Insert name of certifying officer], [Insert title of certifying officer] of the Company, hereby certifies to the Investor as follows:

Section 1. Representations and Warranties

The undersigned, in [his/her] capacity as [Insert title] of the Company, hereby certifies to the Investor that each of the representations and warranties of the Company contained in Article [__] of the Purchase Agreement is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date. With respect to any representation or warranty of the Company set forth in the Purchase Agreement that is qualified by "materiality," "Material Adverse Effect," or similar qualifications, each such representation and warranty is true and correct in all respects as of the Closing Date. The foregoing certifications are subject to the exception that, to the extent any representation or warranty of the Company expressly speaks as of a specific date or period, such representation or warranty shall be true and correct in all material respects (or, in the case of any such representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of such specific date or period only.

[Note to Draft: Confirm whether the bring-down standard is "all material respects" or some other formulation (e.g., "in all respects," or a "double-materiality" scrub) as negotiated and set forth in the closing condition in Section [__] of the Purchase Agreement. The language above should be conformed precisely to the bring-down standard contained in the Purchase Agreement. If the Purchase Agreement employs a different threshold or additional qualifiers, this section must be revised accordingly.]

Section 2. Covenants and Agreements

The undersigned hereby certifies to the Investor that the Company has duly performed and complied in all material respects with all covenants, agreements, and obligations required by the Purchase Agreement to be performed or complied with by the Company at or prior to the Closing Date, including, without limitation, those covenants and agreements set forth in Article [__] and Section [__] of the Purchase Agreement.

[Note to Draft: Insert the specific Purchase Agreement section references for pre-closing covenants of the Company, e.g., Article [__] or Section [__]. Ensure that the compliance standard ("in all material respects" or otherwise) matches the closing condition as set forth in the Purchase Agreement.]

Section 3. No Material Adverse Effect

The undersigned hereby certifies to the Investor that, since [Insert date of most recent audited financial statements, e.g., December 31, 20] (the "**Reference Date**"), no event, circumstance, change, development, occurrence, condition, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company (as such term is defined in Section [__] of the Purchase Agreement).

[Note to Draft: Insert the specific date from which the Material Adverse Effect lookback period runs. This date should correspond to the date of the most recent audited financial statements of the Company as referenced and defined in the Purchase Agreement (typically the last day of the most recently completed fiscal year). Confirm the Reference Date against the disclosure schedules and the representations and warranties in the Purchase Agreement.]

Section 4. Conditions Satisfied

The undersigned hereby certifies to the Investor that, to the knowledge of the undersigned, all conditions set forth in Section [__] of the Purchase Agreement to the obligations of the Investor to consummate the Closing have been satisfied or, where permitted under the terms of the Purchase Agreement, duly waived in writing by the Investor, other than those conditions that by their nature are to be satisfied at the Closing itself (including, without limitation, the delivery of this Certificate), each of which conditions is expected to be satisfied concurrently with the Closing.

[Note to Draft: Include this Section 4 only if the Purchase Agreement requires such a general conditions-satisfaction certification from the Company as a condition to the Investor's obligation to close. If the Purchase Agreement does not require such a certification, or if the parties have agreed to omit it, delete this Section 4 in its entirety and renumber the remaining sections accordingly.]

Section 5. No Proceedings

The undersigned hereby certifies to the Investor that, as of the Closing Date, no action, suit, claim, investigation, or proceeding is pending or, to the knowledge of the undersigned after due inquiry, threatened in writing before any court, arbitrator, governmental authority, regulatory body, or other tribunal that (a) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the transactions contemplated by the Purchase Agreement, (b) questions the validity or legality of the Purchase Agreement or any of the transactions contemplated thereby, or (c) seeks damages or other relief in connection with any of the transactions contemplated by the Purchase Agreement that, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company.

[Note to Draft: Include this Section 5 only if the Purchase Agreement requires such a no-proceedings certification as a condition to the Investor's obligation to close. If the Purchase Agreement does not contain a corresponding closing condition, or if the parties have agreed to omit such certification, delete this Section 5 in its entirety and renumber the remaining sections accordingly.]

Section 6. Authority and Reliance

The undersigned hereby represents and certifies that [he/she] is the duly appointed, qualified, and acting [Insert title] of the Company, and that [he/she] is duly authorized to execute and deliver this Certificate on behalf of the Company. The execution and delivery of this Certificate by the undersigned has been authorized by all necessary corporate action on the part of the Company, and no further corporate action is required in connection therewith.

This Certificate is being furnished and delivered to the Investor as a material inducement to the Investor to consummate the transactions contemplated by the Purchase Agreement, and the Investor is entitled to rely upon the certifications, representations, and statements set forth herein in connection with the Closing and the consummation of such transactions.

Notwithstanding anything to the contrary contained herein, the undersigned is delivering this Certificate solely in [his/her] capacity as an officer of the Company and not in any individual or personal capacity. The undersigned shall have no personal liability whatsoever to the Investor or any other Person arising out of or in connection with this Certificate, and the Investor shall have no recourse against the undersigned in [his/her] individual capacity with respect to the certifications, representations, and statements made herein.

Section 7. Governing Law

This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of [Insert governing law jurisdiction], without regard to the conflicts of law principles thereof that would require or permit the application of the laws of any other jurisdiction.

[Note to Draft: The governing law of this Certificate should match the governing law provision of the Purchase Agreement. Confirm the applicable jurisdiction against Section [__] of the Purchase Agreement.]

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of [__, 20].

[INSERT FULL LEGAL NAME OF COMPANY]

By: ________

Name: [Insert name of certifying officer]

Title: [Insert title, e.g., Chief Executive Officer]

FORMATTING AND DRAFTING NOTES

INTERNAL — TO BE REMOVED IN THEIR ENTIRETY BEFORE FINALIZATION AND EXECUTION

General Instructions. This form of Officer's Certificate should be reviewed and conformed against the final execution version of the Purchase Agreement prior to execution and delivery at Closing. The following items require specific attention and confirmation:

(a) Cross-References. All section and article cross-references to the Purchase Agreement (indicated by "[__]" throughout this form) must be completed with the correct section and article numbers from the final execution version of the Purchase Agreement. Any discrepancy between the cross-references in this Certificate and the Purchase Agreement may result in a failure to satisfy the applicable closing condition.

(b) Bring-Down Standard. The bring-down standard for representations and warranties set forth in Section 1 of this Certificate must be conformed precisely to the bring-down standard contained in the applicable closing condition of the Purchase Agreement (typically found in the section specifying conditions to the Investor's obligation to close). Common formulations include "true and correct in all material respects," "true and correct in all respects," or a formulation employing a double-materiality scrub. Review the negotiated closing condition carefully and revise Section 1 as necessary.

(c) MAE Lookback Date. The Material Adverse Effect lookback date referenced in Section 3 of this Certificate must correspond to the date of the most recent audited financial statements of the Company as referenced in the Purchase Agreement. This date is typically the last day of the Company's most recently completed fiscal year (e.g., December 31, 20__). Confirm this date against the applicable representation and warranty in the Purchase Agreement and the disclosure schedules.

(d) Additional Certifications. Review the closing conditions in the Purchase Agreement to determine whether any additional certifications beyond those set forth in Sections 1 through 5 of this form are required. If the Purchase Agreement requires certifications regarding, for example, delivery of specific ancillary documents, satisfaction of minimum cash conditions, or compliance with specific regulatory approvals, additional sections should be added to this Certificate to address such requirements. Conversely, Sections 4 and 5 of this form are designated as optional and should be included only if corresponding closing conditions exist in the Purchase Agreement. Delete any inapplicable optional sections and renumber accordingly.

(e) Certifying Officer. Confirm that the officer executing this Certificate is authorized under the Purchase Agreement to deliver this Certificate on behalf of the Company. Certain Purchase Agreements specify that the Certificate must be delivered by a particular officer (e.g., the Chief Executive Officer or the Chief Financial Officer). Review the applicable closing condition and ensure that the certifying officer matches the requirement. If the Purchase Agreement is silent as to the identity of the certifying officer, confirm that the certifying officer has been duly authorized by the board of directors (or other governing body) of the Company to execute and deliver this Certificate.

Responsibility for Review. The Company's counsel is responsible for ensuring that the certifying officer has actual knowledge sufficient to support the certifications contained in this Certificate and that appropriate due diligence and internal inquiries have been conducted prior to execution. Investor's counsel should review and approve the completed form of this Certificate prior to Closing.

Delivery Instructions. An original executed counterpart of this Certificate shall be delivered to the Investor (or its designated representative) at or immediately prior to Closing. A copy of the executed Certificate shall also be delivered to the Investor's counsel. The Company should retain an executed counterpart for its own records.

OFFICER'S CERTIFICATE
Compliance Certificate Delivered Pursuant to the Series B Preferred Stock Purchase Agreement
Heliograph Therapeutics, Inc.
[This form is to be executed by an authorized officer of the Company at Closing and delivered to the Investor pursuant to Section [__] of the Purchase Agreement. All bracketed items must be completed or conformed to the final execution version of the Purchase Agreement prior to execution.]
OFFICER'S CERTIFICATE
This Officer's Certificate (this "Certificate") is delivered pursuant to Section [__] of that certain Series B Preferred Stock Purchase Agreement (the "**Purchase Agreement**"), dated as of [__, 20], by and between [Insert full legal name of Company], a [Insert jurisdiction of incorporation] corporation (the "Company"), and [Insert full legal name of Investor], a [Insert jurisdiction of organization] limited partnership (the "Investor").
This Certificate is being delivered by the undersigned to the Investor as a condition precedent to the obligations of the Investor to consummate the Closing (as defined in the Purchase Agreement) contemplated under the Purchase Agreement and in satisfaction of the condition set forth in Section [__] of the Purchase Agreement.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Purchase Agreement.
The undersigned, [Insert name of certifying officer], [Insert title of certifying officer] of the Company, hereby certifies to the Investor as follows:
Section 1. Representations and Warranties
The undersigned, in [his/her] capacity as [Insert title] of the Company, hereby certifies to the Investor that each of the representations and warranties of the Company contained in Article [__] of the Purchase Agreement is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date. With respect to any representation or warranty of the Company set forth in the Purchase Agreement that is qualified by "materiality," "Material Adverse Effect," or similar qualifications, each such representation and warranty is true and correct in all respects as of the Closing Date. The foregoing certifications are subject to the exception that, to the extent any representation or warranty of the Company expressly speaks as of a specific date or period, such representation or warranty shall be true and correct in all material respects (or, in the case of any such representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of such specific date or period only.
[Note to Draft: Confirm whether the bring-down standard is "all material respects" or some other formulation (e.g., "in all respects," or a "double-materiality" scrub) as negotiated and set forth in the closing condition in Section [__] of the Purchase Agreement. The language above should be conformed precisely to the bring-down standard contained in the Purchase Agreement. If the Purchase Agreement employs a different threshold or additional qualifiers, this section must be revised accordingly.]
Section 2. Covenants and Agreements
The undersigned hereby certifies to the Investor that the Company has duly performed and complied in all material respects with all covenants, agreements, and obligations required by the Purchase Agreement to be performed or complied with by the Company at or prior to the Closing Date, including, without limitation, those covenants and agreements set forth in Article [__] and Section [__] of the Purchase Agreement.
[Note to Draft: Insert the specific Purchase Agreement section references for pre-closing covenants of the Company, e.g., Article [__] or Section [__]. Ensure that the compliance standard ("in all material respects" or otherwise) matches the closing condition as set forth in the Purchase Agreement.]
Section 3. No Material Adverse Effect
The undersigned hereby certifies to the Investor that, since [Insert date of most recent audited financial statements, e.g., December 31, 20] (the "**Reference Date**"), no event, circumstance, change, development, occurrence, condition, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company (as such term is defined in Section [__] of the Purchase Agreement).
[Note to Draft: Insert the specific date from which the Material Adverse Effect lookback period runs. This date should correspond to the date of the most recent audited financial statements of the Company as referenced and defined in the Purchase Agreement (typically the last day of the most recently completed fiscal year). Confirm the Reference Date against the disclosure schedules and the representations and warranties in the Purchase Agreement.]
Section 4. Conditions Satisfied
The undersigned hereby certifies to the Investor that, to the knowledge of the undersigned, all conditions set forth in Section [__] of the Purchase Agreement to the obligations of the Investor to consummate the Closing have been satisfied or, where permitted under the terms of the Purchase Agreement, duly waived in writing by the Investor, other than those conditions that by their nature are to be satisfied at the Closing itself (including, without limitation, the delivery of this Certificate), each of which conditions is expected to be satisfied concurrently with the Closing.
[Note to Draft: Include this Section 4 only if the Purchase Agreement requires such a general conditions-satisfaction certification from the Company as a condition to the Investor's obligation to close. If the Purchase Agreement does not require such a certification, or if the parties have agreed to omit it, delete this Section 4 in its entirety and renumber the remaining sections accordingly.]
Section 5. No Proceedings
The undersigned hereby certifies to the Investor that, as of the Closing Date, no action, suit, claim, investigation, or proceeding is pending or, to the knowledge of the undersigned after due inquiry, threatened in writing before any court, arbitrator, governmental authority, regulatory body, or other tribunal that (a) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the transactions contemplated by the Purchase Agreement, (b) questions the validity or legality of the Purchase Agreement or any of the transactions contemplated thereby, or (c) seeks damages or other relief in connection with any of the transactions contemplated by the Purchase Agreement that, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company.
[Note to Draft: Include this Section 5 only if the Purchase Agreement requires such a no-proceedings certification as a condition to the Investor's obligation to close. If the Purchase Agreement does not contain a corresponding closing condition, or if the parties have agreed to omit such certification, delete this Section 5 in its entirety and renumber the remaining sections accordingly.]
Section 6. Authority and Reliance
The undersigned hereby represents and certifies that [he/she] is the duly appointed, qualified, and acting [Insert title] of the Company, and that [he/she] is duly authorized to execute and deliver this Certificate on behalf of the Company. The execution and delivery of this Certificate by the undersigned has been authorized by all necessary corporate action on the part of the Company, and no further corporate action is required in connection therewith.
This Certificate is being furnished and delivered to the Investor as a material inducement to the Investor to consummate the transactions contemplated by the Purchase Agreement, and the Investor is entitled to rely upon the certifications, representations, and statements set forth herein in connection with the Closing and the consummation of such transactions.
Notwithstanding anything to the contrary contained herein, the undersigned is delivering this Certificate solely in [his/her] capacity as an officer of the Company and not in any individual or personal capacity. The undersigned shall have no personal liability whatsoever to the Investor or any other Person arising out of or in connection with this Certificate, and the Investor shall have no recourse against the undersigned in [his/her] individual capacity with respect to the certifications, representations, and statements made herein.
Section 7. Governing Law
This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of [Insert governing law jurisdiction], without regard to the conflicts of law principles thereof that would require or permit the application of the laws of any other jurisdiction.
[Note to Draft: The governing law of this Certificate should match the governing law provision of the Purchase Agreement. Confirm the applicable jurisdiction against Section [__] of the Purchase Agreement.]
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of [__, 20].
[INSERT FULL LEGAL NAME OF COMPANY]
By: ________
Name: [Insert name of certifying officer]
Title: [Insert title, e.g., Chief Executive Officer]
FORMATTING AND DRAFTING NOTES
INTERNAL — TO BE REMOVED IN THEIR ENTIRETY BEFORE FINALIZATION AND EXECUTION
General Instructions. This form of Officer's Certificate should be reviewed and conformed against the final execution version of the Purchase Agreement prior to execution and delivery at Closing. The following items require specific attention and confirmation:
(a) Cross-References. All section and article cross-references to the Purchase Agreement (indicated by "[__]" throughout this form) must be completed with the correct section and article numbers from the final execution version of the Purchase Agreement. Any discrepancy between the cross-references in this Certificate and the Purchase Agreement may result in a failure to satisfy the applicable closing condition.
(b) Bring-Down Standard. The bring-down standard for representations and warranties set forth in Section 1 of this Certificate must be conformed precisely to the bring-down standard contained in the applicable closing condition of the Purchase Agreement (typically found in the section specifying conditions to the Investor's obligation to close). Common formulations include "true and correct in all material respects," "true and correct in all respects," or a formulation employing a double-materiality scrub. Review the negotiated closing condition carefully and revise Section 1 as necessary.
(c) MAE Lookback Date. The Material Adverse Effect lookback date referenced in Section 3 of this Certificate must correspond to the date of the most recent audited financial statements of the Company as referenced in the Purchase Agreement. This date is typically the last day of the Company's most recently completed fiscal year (e.g., December 31, 20__). Confirm this date against the applicable representation and warranty in the Purchase Agreement and the disclosure schedules.
(d) Additional Certifications. Review the closing conditions in the Purchase Agreement to determine whether any additional certifications beyond those set forth in Sections 1 through 5 of this form are required. If the Purchase Agreement requires certifications regarding, for example, delivery of specific ancillary documents, satisfaction of minimum cash conditions, or compliance with specific regulatory approvals, additional sections should be added to this Certificate to address such requirements. Conversely, Sections 4 and 5 of this form are designated as optional and should be included only if corresponding closing conditions exist in the Purchase Agreement. Delete any inapplicable optional sections and renumber accordingly.
(e) Certifying Officer. Confirm that the officer executing this Certificate is authorized under the Purchase Agreement to deliver this Certificate on behalf of the Company. Certain Purchase Agreements specify that the Certificate must be delivered by a particular officer (e.g., the Chief Executive Officer or the Chief Financial Officer). Review the applicable closing condition and ensure that the certifying officer matches the requirement. If the Purchase Agreement is silent as to the identity of the certifying officer, confirm that the certifying officer has been duly authorized by the board of directors (or other governing body) of the Company to execute and deliver this Certificate.
Responsibility for Review. The Company's counsel is responsible for ensuring that the certifying officer has actual knowledge sufficient to support the certifications contained in this Certificate and that appropriate due diligence and internal inquiries have been conducted prior to execution. Investor's counsel should review and approve the completed form of this Certificate prior to Closing.
Delivery Instructions. An original executed counterpart of this Certificate shall be delivered to the Investor (or its designated representative) at or immediately prior to Closing. A copy of the executed Certificate shall also be delivered to the Investor's counsel. The Company should retain an executed counterpart for its own records.

OFFICER'S CERTIFICATE

OFFICER'S CERTIFICATE

FORMATTING AND DRAFTING NOTES

Record

Parties

Dates

Amounts