CALDERWOOD & HARKNESS LLP Attorneys at Law 555 California Street, Suite 3200 San Francisco, California 94104
Telephone: (415) 782-6000 Facsimile: (415) 782-6001 www.calderwoodharkness.com
June 2, 2025
VIA EMAIL AND HAND DELIVERY
Cobalt Ventures LP
Attention: Dr. Elena Marchetti and Tariq Nassar
Co-Founders & Managing Partners 2200 Sand Hill Road, Suite 310 Menlo Park, California 94025
Dear Dr. Marchetti and Mr. Nassar:
1. Purpose and Engagement
Calderwood & Harkness LLP ("C&H," "we," "us," or "the Firm") is pleased to confirm the terms under which we will represent Cobalt Ventures LP ("Cobalt," "you," or "the Client"), a Delaware limited partnership, in connection with the matter described below. We value the confidence you have placed in the Firm and look forward to assisting Cobalt in this transaction.
This letter sets forth the scope, staffing, fee arrangements, and other terms governing our engagement. Unless and until a separate engagement letter is executed with respect to a different matter, this letter constitutes the sole agreement between the Firm and Cobalt concerning the legal services to be provided in connection with this engagement. For purposes of our internal records, this engagement has been assigned Firm Matter Number 1004-00003. We understand that Cobalt's internal deal code for this transaction is CVF3-HTX-2025, and we will reference both identifiers in our correspondence and billing documentation to facilitate your internal tracking.
By countersigning and returning a copy of this letter in accordance with Section 15 below, Cobalt acknowledges and agrees to the terms and conditions set forth herein.
2. Scope of Engagement
We have been retained to represent Cobalt Ventures LP in connection with a proposed minority investment of approximately Twenty Million Dollars ($20,000,000) in Heliograph Therapeutics, Inc. ("Heliograph" or the "Company"), a Delaware corporation headquartered at 4800 Biopark Drive, Building C, Suite 200, Durham, North Carolina 27709 (the "Transaction").
The investment will be structured as a purchase of shares of Series B Preferred Stock of Heliograph at a price per share of $1.3875, for an aggregate purchase price of $20,000,000. As we understand it, Heliograph is a clinical-stage gene-therapy company developing adeno-associated virus ("AAV")-based treatments for inherited retinal dystrophies. Heliograph's lead product candidate, HT-201, is currently in a Phase I/II clinical trial. The Transaction is expected to be conducted alongside co-investors, including, among others, Pinnacle BioVentures Fund II LP and Lakeshore Health Innovation Fund LP.
Our representation of Cobalt in connection with the Transaction will include, without limitation, the following services:
(a) Legal Due Diligence. Conducting comprehensive legal due diligence on Heliograph, including a review of the Company's corporate organization and good standing, capitalization table and outstanding equity and convertible instruments, material contracts (including licenses, collaborations, supply agreements, and customer agreements), intellectual property portfolio (including patents, patent applications, trade secrets, trademarks, and third-party IP agreements), regulatory matters (including clinical trial status, FDA correspondence, and regulatory filings), employment and compensation matters (including equity incentive plans, consulting agreements, key employee agreements, and immigration matters), pending or threatened litigation and governmental proceedings, tax matters, insurance coverage, environmental matters, and overall financial condition and material liabilities. We will conduct this review utilizing the virtual data room hosted on the Pemberton Technologies platform and any additional materials provided by Heliograph and its counsel, Breck Alderman & Yost LLP ("Company Counsel").
(b) Transaction Documents. Negotiating, drafting, and reviewing the Series B Preferred Stock Purchase Agreement (the "Stock Purchase Agreement") and all ancillary transaction documents, including:
(i) the Amended and Restated Certificate of Incorporation of Heliograph;
(ii) the Investors' Rights Agreement;
(iii) the Right of First Refusal and Co-Sale Agreement;
(iv) the Voting Agreement;
(v) the Escrow Agreement (with Granite Trust Company, N.A. serving as escrow agent);
(vi) related certificates, secretary's certificates, compliance certificates, officers' certificates, and other closing certificates;
(vii) legal opinion request letters; and
(viii) any other ancillary documents, instruments, or agreements reasonably necessary or customary to consummate the Transaction.
(c) Advisory on Economic and Governance Terms. Advising Cobalt on the economic and governance terms of the Series B Preferred Stock, including liquidation preference (including the applicable multiple and participation features), dividend rights (including whether dividends are cumulative or non-cumulative and applicable rates), conversion mechanics (including optional and mandatory conversion triggers and conversion price adjustments), anti-dilution protections (including broad-based weighted-average anti-dilution provisions), protective provisions (including negative covenants and veto rights of the Series B holders), board of directors representation and observer rights, information rights (including financial statements, budgets, and inspection rights), pro rata participation rights with respect to future issuances of equity securities, registration rights, and drag-along and tag-along rights.
(d) Coordination with Company Counsel and Other Advisors. Coordinating with Company Counsel (Breck Alderman & Yost LLP, Durham, North Carolina) and with counsel to co-investors and other advisors, as applicable, in connection with the negotiation and execution of the Transaction.
(e) Closing. Advising on closing conditions, preparing closing checklists and funds flow memoranda, coordinating the closing process (including the execution and delivery of all Transaction documents and the funding of the aggregate purchase price), and ensuring compliance with all conditions precedent to closing.
(f) Legal Opinion Request. Preparing the form of legal opinion request letter to be directed to Company Counsel, specifying the scope and qualifications of the closing opinion to be delivered by Company Counsel on behalf of Heliograph at or prior to the closing of the Transaction.
Scope Exclusions. This engagement does not include, and the Firm is not being retained to provide, any of the following services:
(i) tax advice of any kind, including advice with respect to the tax structuring of the Transaction, tax due diligence, tax compliance, or tax opinions (Cobalt should consult its independent tax advisors with respect to any tax-related matters arising from the Transaction);
(ii) the preparation or filing of any regulatory filings, including filings with the U.S. Securities and Exchange Commission (the "SEC"), the U.S. Food and Drug Administration (the "FDA"), or any state "blue sky" securities regulatory authority;
(iii) representation of Cobalt in any post-closing portfolio company governance matters, including board service, board committee participation, or advice related to Cobalt's exercise of its governance rights as a stockholder of Heliograph, unless separately agreed in writing;
(iv) representation of Cobalt in any disputes, litigation, arbitration, or enforcement actions arising out of or relating to the Transaction or Cobalt's investment in Heliograph, unless separately agreed in writing;
(v) representation of Cobalt in connection with any subsequent financings, follow-on investments, secondary sales, exits, or other transactions involving Heliograph or Cobalt's interest therein, unless separately agreed in writing; and
(vi) representation of Cobalt Ventures Management LLC, a Delaware limited liability company and the general partner of Cobalt (the "General Partner"), or any individual partner, officer, employee, or agent of Cobalt or the General Partner in their personal capacity.
If, during the course of this engagement, it becomes apparent that any of the excluded services described above would be beneficial or necessary, we would be happy to discuss an expansion of the scope of this engagement or a separate engagement, as appropriate.
3. Client Identification
Our client in this matter is Cobalt Ventures LP, a Delaware limited partnership (Employer Identification Number: 85-4023176), and not any of its general or limited partners individually. For the avoidance of doubt, the Firm does not represent, and will not be deemed to represent, Cobalt Ventures Management LLC (the "General Partner"), Dr. Elena Marchetti, Tariq Nassar, or any other individual partner, employee, or agent of Cobalt or the General Partner in connection with this engagement or otherwise, unless a separate engagement letter is executed with respect to such representation.
This client identification is important because situations may arise in which the interests of Cobalt Ventures LP differ from or conflict with the interests of the General Partner or individual partners. In such a situation, the Firm's duty of loyalty runs to Cobalt Ventures LP as the identified client.
Communications regarding this engagement may be directed to and from Dr. Marchetti and Mr. Nassar in their respective capacities as Managing Partners of Cobalt Ventures Management LLC, acting on behalf of Cobalt Ventures LP. We will treat instructions received from Dr. Marchetti or Mr. Nassar as duly authorized instructions of Cobalt unless you notify us otherwise in writing. Cobalt may designate additional authorized contacts by written notice to the Firm.
4. Staffing
The following attorneys have been assigned to this engagement:
Beatrice Holloway, Partner — Responsible Partner. Ms. Holloway will have overall responsibility for this engagement and will supervise all work product generated in connection with the Transaction. She will serve as the primary relationship contact for Cobalt and will participate in key strategic discussions, negotiations, and the review of principal transaction documents. Ms. Holloway has extensive experience representing venture capital and growth equity funds in minority and control investments in life sciences companies and brings significant familiarity with gene-therapy and biopharmaceutical transactions.
James Prentice, Partner — Billing Partner. Mr. Prentice will participate in key negotiation sessions and the review of transaction documents. He will also serve as the billing partner for all invoicing matters related to this engagement. Any questions regarding invoices, fee arrangements, or billing should be directed to Mr. Prentice.
Naomi Petersen, Associate — Lead Associate. Ms. Petersen will serve as the day-to-day lead on the Transaction and will be Cobalt's principal point of contact for operational matters. Her responsibilities will include managing the due diligence process, coordinating the document drafting and negotiation mark-up process, liaising with Company Counsel and counsel to co-investors, and managing all closing logistics, including the preparation of closing checklists, funds flow memoranda, and signature pages.
Ryan Kowalski, Associate — Working Associate. Mr. Kowalski will support Ms. Petersen in the due diligence review, ancillary document preparation, corporate and intellectual property diligence workstreams, and closing checklist management.
Additional attorneys, paralegals, or other professional staff may be assigned to the engagement as the scope and pace of work require. We will notify you of any material changes to the staffing of this engagement, including the substitution of any of the above-named attorneys.
5. Fees and Billing Arrangements
5.1 Hourly Rates
Our fees for services rendered in connection with this engagement will be based on the time spent by the attorneys and other professionals assigned to the matter, at the following standard hourly rates:
If additional attorneys or paralegals are assigned to the engagement, their rates will be communicated to Cobalt prior to the commencement of their work. Paralegal time, if applicable, is billed at rates ranging from $275.00 to $425.00 per hour, depending on the level of experience of the paralegal assigned.
These rates are subject to periodic adjustment in the ordinary course of the Firm's practice; however, rates will not be adjusted for this engagement without prior written notice to Cobalt, and any adjusted rates will apply only to services rendered after the effective date of such notice.
5.2 Fee Estimate
Based on our current understanding of the Transaction, its scope, anticipated complexity, and the customary level of effort required for comparable venture capital minority investments in clinical-stage life sciences companies, we estimate that total legal fees for this engagement will fall in the range of $175,000 to $225,000. This estimate assumes a transaction timeline of approximately eight to twelve weeks from the date of this letter through closing, a customary level of negotiation complexity, and no material unexpected issues arising in due diligence.
This estimate is provided solely for Cobalt's internal planning purposes and does not constitute a guarantee, cap, or commitment. Actual fees will depend on numerous factors, including the scope and duration of the work required, the complexity and pace of negotiations, the volume and nature of due diligence findings, the number and complexity of issues raised by the Company, co-investors, or their respective counsel, changes in transaction structure or documentation requirements, and other circumstances that are not fully within our control.
5.3 Fee Cap
Notwithstanding the foregoing, total legal fees for professional services rendered by the Firm in connection with this engagement shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) (the "Fee Cap"), exclusive of disbursements and out-of-pocket expenses described in Section 5.5 below.
The Fee Cap applies solely to legal fees billed by the Firm for professional services and does not include reimbursable disbursements such as filing fees, travel expenses, overnight delivery and courier charges, database and electronic research costs, photocopying and printing charges, or other third-party costs incurred on Cobalt's behalf in connection with this engagement.
If, at any point during the engagement, circumstances arise that may cause fees to approach or exceed the Fee Cap, we will notify Cobalt promptly and discuss any necessary adjustments to the scope of the engagement or the Fee Cap itself. We will not exceed the Fee Cap without Cobalt's prior written consent.
5.4 Reimbursement of Legal Fees by the Company
We understand that Cobalt has negotiated a provision in the Stock Purchase Agreement (anticipated to appear in Section 10.4 thereof) pursuant to which Heliograph will reimburse Cobalt for up to Fifty Thousand Dollars ($50,000) of its legal fees and expenses incurred in connection with the Transaction, payable at the closing of the Transaction. To the extent such reimbursement is received by Cobalt or credited directly to the Firm by Heliograph or the escrow agent, such amount will be credited against amounts then owed by Cobalt to C&H under this engagement letter.
Notwithstanding the foregoing, Cobalt remains primarily responsible for the payment of all fees and expenses incurred under this engagement, regardless of whether such reimbursement is ultimately received from Heliograph. The Firm's right to compensation is not contingent upon, and shall not be reduced or delayed by, any failure of Heliograph to make such reimbursement.
5.5 Disbursements. In addition to legal fees, Cobalt will be responsible for all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Such disbursements may include, but are not limited to:
• filing fees and governmental charges;
• courier, messenger, and overnight delivery charges;
• travel expenses, including airfare, ground transportation, lodging, and meals, if travel is required in connection with the Transaction (all travel will be approved by Cobalt in advance);
• photocopying and printing charges;
• third-party search fees, including UCC, lien, judgment, and intellectual property searches;
• database and electronic research costs (e.g., Westmark Data Systems, Sundial Solutions, and similar services);
• long-distance telephone and videoconference charges, if applicable; and
• other third-party costs reasonably incurred in connection with the performance of services under this engagement.
Disbursements will be itemized on each monthly invoice.
6. Retainer
A retainer of Fifty Thousand Dollars ($50,000) is required upon execution of this engagement letter. The retainer will be deposited in the Firm's Interest on Lawyers' Trust Account ("IOLTA") and held in accordance with the California Rules of Professional Conduct. The retainer will be applied against the final invoice or invoices rendered in connection with this matter upon the conclusion of the engagement or upon the earlier termination of this engagement in accordance with Section 11 below. Any unused portion of the retainer will be refunded to Cobalt promptly following the conclusion of the matter and the application of all outstanding charges.
The retainer is not an estimate of total fees or expenses and does not limit Cobalt's obligation to pay fees and expenses in excess of the retainer amount, subject to the Fee Cap set forth in Section 5.3 above with respect to professional fees. The Firm reserves the right to request an additional retainer if circumstances warrant, including a material expansion of the scope of the engagement.
We acknowledge receipt of the retainer of $50,000 from Cobalt, received by wire transfer on June 5, 2025.
7. Billing and Payment Terms
Invoices will be rendered on a monthly basis, typically within fifteen (15) business days following the end of each calendar month during which services are performed. Each invoice will include a summary of professional services rendered during the billing period, the identity of each timekeeper, the number of hours billed, a description of the services performed, and an itemization of disbursements incurred.
All invoices are due and payable within thirty (30) days of the invoice date. Payments should be made by wire transfer or check, payable to "Calderwood & Harkness LLP." Wire transfer instructions will be provided upon request.
Invoices will be sent to:
Cobalt Ventures LP 2200 Sand Hill Road, Suite 310 Menlo Park, California 94025
Attention: Tariq Nassar
Cobalt may designate an alternative billing address, billing contact, or electronic delivery method (including email delivery) by providing written notice to the Firm.
The billing partner for this engagement is James Prentice. Any questions regarding invoices, billing, or payment should be directed to Mr. Prentice at (415) 782-6122 or jprentice@calderwoodharkness.com.
Please reference Matter Number 1004-00003 in all correspondence and payments related to this engagement.
In the event that any invoice remains unpaid for more than sixty (60) days following the invoice date, the Firm reserves the right, after providing reasonable written notice to Cobalt, to suspend work on the engagement until all outstanding amounts are brought current, subject to applicable professional responsibility obligations.
8. Conflicts of Interest
We have conducted a conflicts of interest check in accordance with our standard procedures and the California Rules of Professional Conduct. As of the date of this letter, we are not aware of any conflict of interest that would prevent the Firm from representing Cobalt in connection with this engagement.
Specifically, we confirm that the Firm does not currently represent, and has not within the past twenty-four (24) months represented, any of the following parties in any matter:
• Heliograph Therapeutics, Inc.;
• Breck Alderman & Yost LLP (counsel to Heliograph);
• Pinnacle BioVentures Fund II LP (co-investor);
• Lakeshore Health Innovation Fund LP (co-investor);
• Granite Trust Company, N.A. (proposed escrow agent);
• Ridgeline Capital Finance LLC; or
• any director, officer, or founder of Heliograph known to us as of the date hereof.
If a potential conflict of interest arises during the course of this engagement, we will promptly notify Cobalt and discuss the matter, including any available options for obtaining informed written consent to the conflict or, if consent is not appropriate or obtainable, for addressing the conflict in accordance with applicable professional responsibility rules.
Cobalt acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm that represents many clients across a range matters, industries, and transactions, including clients in the biotechnology, pharmaceutical, and venture capital industries. Cobalt agrees that our representation of Cobalt in this matter does not preclude the Firm from representing other clients (including entities or funds that may compete with Cobalt or invest in companies in the same sector as Heliograph) in matters unrelated to this Transaction, provided that such representation does not involve a direct and material conflict with Cobalt's interests in this specific engagement. Nothing in this engagement letter shall be construed to create an obligation on the part of the Firm to refrain from accepting engagements from other clients in unrelated matters.
9. Confidentiality
All information provided to the Firm by Cobalt or on Cobalt's behalf in connection with this engagement will be treated as confidential and will be protected by the attorney-client privilege, the work product doctrine, and all other applicable legal privileges and protections, to the fullest extent permitted by law.
We will not disclose such information to any third party without Cobalt's prior written consent, except:
(a) as required by applicable law, regulation, court order, or subpoena;
(b) as required by applicable rules of professional conduct governing the Firm's attorneys;
(c) as reasonably necessary to perform the services contemplated by this engagement, including limited and customary disclosures to Company Counsel in the course of due diligence, document negotiation, and closing (e.g., communications regarding the terms of Transaction documents and the exchange of due diligence materials); or
(d) as authorized by Cobalt in writing.
Our internal memoranda, due diligence reports, legal analyses, work product, and other materials prepared by the Firm in connection with this engagement are privileged and confidential communications intended solely for Cobalt's use. Cobalt should take appropriate measures to preserve the confidentiality and privileged nature of such communications, including limiting their distribution to authorized individuals within Cobalt and its advisors on a need-to-know basis.
The Firm's confidentiality obligations under this Section 9 shall survive the termination or conclusion of this engagement.
10. Document Retention
Upon the completion or termination of this engagement, the Firm will retain the client file in accordance with our standard document retention policy. As a general matter, and unless Cobalt provides written instructions to the contrary, the Firm may, after a period of ten (10) years from the conclusion of the matter, destroy or dispose of all files and documents related to this engagement, without further notice to Cobalt, in accordance with applicable rules of professional conduct and the Firm's records management protocols.
Original documents provided to us by Cobalt will be returned to Cobalt promptly upon Cobalt's written request at any time during or after the engagement. The Firm may retain copies of such documents for its files, subject to the confidentiality obligations set forth in Section 9 above.
Cobalt is encouraged to maintain its own complete set of all Transaction documents, due diligence materials, and other records related to the engagement.
11. Termination
Either party may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under applicable rules of professional conduct, including the duty to take reasonable steps to avoid prejudice to the client's interests.
In the event of termination by either party:
(a) Cobalt will remain responsible for the payment of all fees and expenses incurred by the Firm through the effective date of termination, subject to the Fee Cap set forth in Section 5.3 above with respect to professional fees;
(b) the Firm will take reasonable steps to protect Cobalt's interests, including providing Cobalt with reasonable notice of any impending deadlines or time-sensitive matters of which we are aware;
(c) the Firm will cooperate in the orderly transition of the matter to successor counsel designated by Cobalt, including the prompt transfer of relevant files and documents (subject to any outstanding fee obligations and applicable retaining liens); and
(d) the retainer, to the extent not yet applied to outstanding invoices, will be applied against any final amounts owed and any remaining balance will be refunded to Cobalt.
12. Limitation of Liability
To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the Firm's aggregate liability to Cobalt in connection with this engagement — whether arising in contract, tort, negligence, or otherwise — shall not exceed the total amount of professional fees actually paid by Cobalt to the Firm for services rendered under this engagement letter. This limitation of liability does not apply to the extent that it is prohibited by applicable law, applicable rules of professional conduct, or public policy.
Cobalt acknowledges that this limitation of liability has been negotiated as part of the overall fee arrangement for this engagement and that the Firm's fee structure reflects this agreed-upon allocation of risk.
13. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of Cobalt hereunder, including disputes regarding fees, shall be resolved through binding arbitration in San Francisco, California, administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with JAMS procedures. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof.
Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate.
14. Entire Agreement; Amendments
This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Cobalt Ventures LP with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, representations, understandings, and agreements, whether oral or written, relating to the Firm's engagement by Cobalt in connection with this matter.
This engagement letter may be amended, modified, or supplemented only by a written instrument signed by both Calderwood & Harkness LLP and Cobalt Ventures LP (acting through its duly authorized representatives). No waiver of any provision of this engagement letter shall be effective unless made in writing and signed by the waiving party.
15. Acceptance and Execution
If the foregoing terms are acceptable to Cobalt, please confirm your acceptance by having the appropriate authorized representatives of Cobalt countersign this letter in the space provided below and return a fully executed copy to the Firm. This engagement letter may be executed in counterparts, each of which shall be deemed an original, and may be delivered by electronic transmission (including PDF), with such electronic delivery having the same force and effect as delivery of an original.
We kindly request that Cobalt return a countersigned copy of this letter on or before June 9, 2025, so that we may promptly commence work on the Transaction.
We look forward to working with you on this transaction. We appreciate the opportunity to serve as counsel to Cobalt Ventures LP and are committed to providing the highest quality legal representation throughout the engagement. Please do not hesitate to contact Beatrice Holloway at (415) 782-6048 or bholloway@calderwoodharkness.com, or James Prentice at (415) 782-6122 or jprentice@calderwoodharkness.com, with any questions regarding this letter or the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Beatrice Holloway
Title: Partner
Date: June 2, 2025
ACCEPTANCE AND AGREEMENT
The undersigned, on behalf of Cobalt Ventures LP, hereby accept and agree to the terms and conditions set forth in this engagement letter dated June 2, 2025.
COBALT VENTURES LP
By: Cobalt Ventures Management LLC, its General Partner
By: ________
Name: Dr. Elena Marchetti
Title: Managing Partner, Cobalt Ventures Management LLC,
as General Partner of Cobalt Ventures LP
Date: ________
By: ________
Name: Tariq Nassar
Title: Managing Partner, Cobalt Ventures Management LLC,
as General Partner of Cobalt Ventures LP
Date: ________
Enclosures: None.
cc: James Prentice, Partner, Calderwood & Harkness LLP Naomi Petersen, Associate, Calderwood & Harkness LLP
| Attorney | Role | Hourly Rate |
| Beatrice Holloway | Partner — Responsible Partner | $1,250.00 |
| James Prentice | Partner — Billing Partner | $1,250.00 |
| Naomi Petersen | Associate — Lead Associate | $825.00 |
| Ryan Kowalski | Associate — Working Associate | $650.00 |