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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

HELIOGRAPH THERAPEUTICS, INC.

(Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Heliograph Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (as the same may be amended and supplemented from time to time, the "DGCL"), does hereby certify as follows:

FIRST: The name of the Corporation is Heliograph Therapeutics, Inc. (the "Corporation"). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 12, 2021, under Delaware File Number 5923417. The registered agent of the Corporation in the State of Delaware is Capitol Corporate Services, Inc., located at 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, County of Kent.

SECOND: This Amended and Restated Certificate of Incorporation (this "Restated Certificate") was duly adopted by the Board of Directors of the Corporation (the "Board of Directors" or the "Board") in accordance with Sections 242 and 245 of the DGCL. On August 8, 2025, the Board of Directors adopted resolutions setting forth this Restated Certificate, declaring its advisability, and directing that it be submitted to the stockholders of the Corporation for their approval and adoption.

THIRD: The stockholders of the Corporation duly approved and adopted this Restated Certificate by written consent in lieu of a meeting of stockholders in accordance with Section 228 of the DGCL. The holders of outstanding shares of capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted have consented in writing to the adoption of this Restated Certificate.

FOURTH: This Restated Certificate restates, integrates, and further amends the provisions of the Certificate of Incorporation of the Corporation, as originally filed with the Secretary of State of the State of Delaware on March 12, 2021, and as heretofore amended and restated (collectively, the "Prior Certificate"). This Restated Certificate shall supersede the Prior Certificate and all prior amendments and restatements thereof in their entirety.

FIFTH: The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

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ARTICLE I

NAME

The name of the Corporation is Heliograph Therapeutics, Inc.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, County of Kent. The name of the registered agent of the Corporation at such address is Capitol Corporate Services, Inc. The Corporation may, from time to time, designate a different address as its registered office or a different person as its registered agent, in accordance with applicable provisions of the DGCL.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out the purposes for which it is organized, as now or hereafter conferred by the laws of the State of Delaware.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

Section 4.1 Authorized Shares.

The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 129,414,414 shares, consisting of:

(a) 100,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and

(b) 29,414,414 shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock").

The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of either the Common Stock or the Preferred Stock, voting separately as a class, shall be required therefor, except as otherwise expressly provided in this Restated Certificate or as required by applicable law.

Section 4.2 Designation of Preferred Stock.

Of the authorized shares of Preferred Stock, the following series are hereby designated with the respective number of authorized shares set forth below:

(a) 15,000,000 shares are hereby designated as "Series A Preferred Stock" (the "Series A Preferred Stock" or the "Series A Preferred"); and

(b) 14,414,414 shares are hereby designated as "Series B Preferred Stock" (the "Series B Preferred Stock" or the "Series B Preferred").

The Series A Preferred Stock and the Series B Preferred Stock are sometimes collectively referred to herein as the "Preferred Stock." The rights, preferences, privileges, restrictions, and other matters relating to each series of Preferred Stock are as set forth in Article V of this Restated Certificate.

ARTICLE V

RIGHTS, PREFERENCES, AND PRIVILEGES OF PREFERRED STOCK

The rights, preferences, privileges, restrictions, and other matters relating to the Preferred Stock are as follows:

Section 5.1 Dividends.

(a) Series B Preferred Stock Dividends. The holders of the Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available therefor, non-cumulative cash dividends at the rate of eight percent (8%) per annum of the Series B Original Issue Price (as defined below) per share of Series B Preferred Stock (which is equal to $0.111 per share per annum). Such dividends shall be payable in preference and priority to any dividends on the Common Stock and pari passu with dividends on the Series A Preferred Stock.

The "Series B Original Issue Price" shall mean $1.3875 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, stock combination, recapitalization, or other similar event affecting the Series B Preferred Stock (as adjusted from time to time, the "Series B Original Issue Price").

Dividends on the Series B Preferred Stock shall be non-cumulative. No dividends shall accrue or accumulate on shares of Series B Preferred Stock, whether or not earned or declared, and no right to any such dividend shall exist in any period unless the Board of Directors shall have declared such dividend with respect to such period. No arrears or deficiency in dividends shall exist with respect to the Series B Preferred Stock.

(b) Series A Preferred Stock Dividends. The holders of the Series A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available therefor, non-cumulative cash dividends at the rate of eight percent (8%) per annum of the Series A Original Issue Price (as defined below) per share of Series A Preferred Stock. Such dividends shall be payable in preference and priority to any dividends on the Common Stock and pari passu with dividends on the Series B Preferred Stock.

The "Series A Original Issue Price" shall mean $2.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, stock combination, recapitalization, or other similar event affecting the Series A Preferred Stock (as adjusted from time to time, the "Series A Original Issue Price").

Dividends on the Series A Preferred Stock shall be non-cumulative. No dividends shall accrue or accumulate on shares of Series A Preferred Stock, whether or not earned or declared, and no right to any such dividend shall exist in any period unless the Board of Directors shall have declared such dividend with respect to such period. No arrears or deficiency in dividends shall exist with respect to the Series A Preferred Stock.

(c) Common Stock Dividends. After the payment of all preferential dividends on the Series B Preferred Stock and the Series A Preferred Stock (to the extent such dividends have been declared by the Board of Directors), the holders of Common Stock shall be entitled to receive dividends as and when declared by the Board of Directors out of funds legally available therefor. No dividend or other distribution (other than dividends payable solely in shares of Common Stock) shall be declared or paid on any shares of Common Stock unless and until all dividends that have been declared but remain unpaid on the Series B Preferred Stock and the Series A Preferred Stock shall have been paid in full, or funds sufficient for the payment thereof shall have been set apart.

(d) Non-Participation. The Preferred Stock shall be non-participating with respect to dividends. After the receipt of its preferential dividends as described in Sections 5.1(a) and 5.1(b), the holders of the Preferred Stock shall not be entitled to participate with the holders of Common Stock in any additional dividends declared by the Board of Directors, unless and until such shares of Preferred Stock are converted into shares of Common Stock in accordance with Section 5.3 hereof.

Section 5.2 Liquidation.

(a) Liquidation Preference — Series B Preferred Stock. In the event of any Liquidation Event (as defined in Section 5.2(d) below), before any distribution or payment shall be made to the holders of the Series A Preferred Stock or the Common Stock, the holders of the Series B Preferred Stock shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders (whether from capital, surplus, or earnings), an amount per share of Series B Preferred Stock equal to the greater of (i) the Series B Original Issue Price per share ($1.3875) plus all declared but unpaid dividends on such share, or (ii) the amount per share that would be payable to such holder if all shares of Series B Preferred Stock had been converted into Common Stock immediately prior to such Liquidation Event (the amount described in clause (i), the "Series B Liquidation Preference"). If the assets of the Corporation available for distribution shall be insufficient to permit the payment to the holders of the Series B Preferred Stock of the full Series B Liquidation Preference, then the entire assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the full amounts of the Series B Liquidation Preference to which each such holder would otherwise be entitled.

For the avoidance of doubt, the aggregate Series B Liquidation Preference payable to the holders of all outstanding shares of Series B Preferred Stock (assuming 14,414,414 shares outstanding and no declared but unpaid dividends) shall be approximately $20,000,000.

The Series B Preferred Stock carries a one times (1x) non-participating liquidation preference.

(b) Liquidation Preference — Series A Preferred Stock. After the payment in full of the Series B Liquidation Preference to all holders of Series B Preferred Stock, before any distribution or payment shall be made to the holders of Common Stock, the holders of the Series A Preferred Stock shall be entitled to receive, out of the remaining assets of the Corporation available for distribution to its stockholders, an amount per share of Series A Preferred Stock equal to the greater of (i) the Series A Original Issue Price per share ($2.00) plus all declared but unpaid dividends on such share, or (ii) the amount per share that would be payable to such holder if all shares of Series A Preferred Stock had been converted into Common Stock immediately prior to such Liquidation Event (the amount described in clause (i), the "Series A Liquidation Preference"). If, after the payment in full of the Series B Liquidation Preference, the remaining assets of the Corporation available for distribution shall be insufficient to permit the payment to the holders of the Series A Preferred Stock of the full Series A Liquidation Preference, then the entire remaining assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full amounts of the Series A Liquidation Preference to which each such holder would otherwise be entitled.

For the avoidance of doubt, the aggregate Series A Liquidation Preference payable to the holders of all outstanding shares of Series A Preferred Stock (assuming 15,000,000 shares outstanding and no declared but unpaid dividends) shall be $30,000,000.

The Series B Preferred Stock is senior to the Series A Preferred Stock with respect to the payment of Liquidation Preferences, and the Series A Preferred Stock is senior to the Common Stock with respect to the payment of Liquidation Preferences.

(c) Remaining Assets to Common Stock. After the payment in full of all Liquidation Preferences on the Series B Preferred Stock and the Series A Preferred Stock in accordance with Sections 5.2(a) and 5.2(b), all remaining assets of the Corporation available for distribution to its stockholders shall be distributed ratably among the holders of the Common Stock in proportion to the number of shares of Common Stock held by each such holder. Because the Preferred Stock is non-participating, the holders of the Preferred Stock shall not share in any such remaining assets unless and until such holders have elected to convert their shares of Preferred Stock into shares of Common Stock prior to such Liquidation Event in accordance with Section 5.2(f) or Section 5.3 hereof.

(d) Deemed Liquidation Events. For purposes of this Section 5.2, a "Liquidation Event" shall mean:

(i) any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation;

(ii) any merger or consolidation of the Corporation with or into any other corporation or entity, or any other corporate reorganization, in which the stockholders of the Corporation immediately prior to such transaction do not retain direct or indirect ownership of more than fifty percent (50%) of the total voting power of the surviving or resulting entity or its parent entity (excluding from such calculation any shares held by investors of the surviving or resulting entity that were not stockholders of the Corporation immediately prior to such transaction);

(iii) a sale, lease, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Corporation (including, without limitation, the exclusive licensing of all or substantially all of the Corporation's intellectual property), in one transaction or a series of related transactions; or

(iv) any other transaction or series of related transactions in which the Corporation's stockholders immediately prior to such transaction or series of related transactions do not retain direct or indirect ownership of more than fifty percent (50%) of the total voting power of the Corporation following such transaction or series of related transactions.

Each of the events described in clauses (ii), (iii), and (iv) above is referred to herein as a "Deemed Liquidation Event." In the event of a Deemed Liquidation Event, the proceeds of such transaction (whether in cash, securities, or other property) distributable to the stockholders of the Corporation shall be distributed among the holders of capital stock of the Corporation in accordance with the preferences and priorities set forth in Sections 5.2(a), 5.2(b), and 5.2(c) above, as if such distribution were made upon a liquidation, dissolution, or winding up of the Corporation.

Notwithstanding the foregoing, the following events shall not constitute a Deemed Liquidation Event: (A) a bona fide equity financing transaction of the Corporation in which shares of the Corporation's capital stock are issued primarily for capital-raising purposes and not in connection with a change of control of the Corporation; (B) a mere reincorporation, reorganization, or conversion of the Corporation in another jurisdiction; or (C) the creation of a wholly owned subsidiary of the Corporation or the transfer of assets to such wholly owned subsidiary.

(e) Insufficient Assets. If, upon any Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to permit the payment in full of the Series B Liquidation Preference, then the entire assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the full preferential amounts to which they would otherwise be entitled under Section 5.2(a), and the holders of the Series A Preferred Stock and the Common Stock shall not receive any distribution.

If the Series B Liquidation Preference has been paid in full to all holders of Series B Preferred Stock but the remaining assets of the Corporation available for distribution are insufficient to permit the payment in full of the Series A Liquidation Preference, then the entire remaining assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full preferential amounts to which they would otherwise be entitled under Section 5.2(b), and the holders of the Common Stock shall not receive any distribution.

(f) Election to Convert. Notwithstanding the foregoing provisions of this Section 5.2, in the event of a Liquidation Event, each holder of shares of Preferred Stock may, at its election, convert all (but not less than all) of its shares of Preferred Stock into shares of Common Stock immediately prior to such Liquidation Event in accordance with Section 5.3, and thereby participate in the distribution of the Corporation's assets as a holder of Common Stock in lieu of receiving the applicable Liquidation Preference. Such election must be made by written notice to the Corporation given not later than five (5) business days prior to the effective date of such Liquidation Event (or such shorter period as the Board of Directors may determine in good faith is reasonably practicable under the circumstances). In the event that a holder of Preferred Stock fails to make such election, such holder shall be deemed to have elected to receive its applicable Liquidation Preference; provided, however, that any holder of Preferred Stock shall be deemed to have automatically elected conversion if the per-share amount distributable to holders of Common Stock (calculated as if all shares of Preferred Stock had been converted into Common Stock immediately prior to such Liquidation Event) would exceed the applicable Liquidation Preference per share for such holder's series of Preferred Stock.

Section 5.3 Conversion.

(a) Optional Conversion. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion.

The initial "Series B Conversion Price" shall be $1.3875 per share, which shall initially result in a conversion ratio of one (1) share of Common Stock for each one (1) share of Series B Preferred Stock. The Series B Conversion Price, and the corresponding rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided in Sections 5.3(d) and 5.3(e) hereof.

Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price in effect at the time of conversion. The initial "Series A Conversion Price" shall be $2.00 per share, which shall initially result in a conversion ratio of one (1) share of Common Stock for each one (1) share of Series A Preferred Stock. The Series A Conversion Price shall be subject to adjustment as provided in Sections 5.3(d) and 5.3(e) hereof.

(b) Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective applicable Conversion Price (whether the Series B Conversion Price or the Series A Conversion Price, as the case may be) upon the earliest to occur of:

(i) the closing of a firmly underwritten public offering of Common Stock of the Corporation pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), in which (A) the per-share price to the public is at least $4.1625 per share (which amount is equal to three times (3x) the Series B Original Issue Price of $1.3875, subject to appropriate adjustment for stock splits, stock dividends, combinations, recapitalizations, and similar events occurring after the date hereof), and (B) the aggregate gross proceeds to the Corporation (before deduction of underwriting discounts, commissions, and offering expenses) are at least $75,000,000 (a "Qualified IPO"); or

(ii) the date and time, or the occurrence of an event, specified by the written consent or affirmative vote of 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 (the "Majority Preferred Holders").

Upon any automatic conversion event described above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares (if any) are surrendered to the Corporation or its transfer agent. Upon the occurrence of any such automatic conversion, the Corporation shall give written notice thereof to each holder of record of Preferred Stock, at the address last shown on the records of the Corporation for such holder, not more than ten (10) business days following such automatic conversion event.

(i) Surrender of Certificates. In order to effect an optional conversion pursuant to Section 5.3(a), a holder of Preferred Stock shall surrender the certificate or certificates (if any) representing the shares of Preferred Stock to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Preferred Stock), together with a written notice stating that the holder elects to convert such shares, the number of shares to be converted, and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If the shares of Preferred Stock are held in uncertificated or book-entry form, conversion may be effected by delivery of an instruction letter to the Corporation or its transfer agent in such form as the Corporation may reasonably require.

(ii) Issuance of Common Stock. As promptly as practicable after the surrender of certificates (or delivery of conversion instructions) as provided in Section 5.3(c)(i), but in no event later than five (5) business days thereafter, the Corporation shall issue and deliver, or cause to be issued and delivered, to the converting holder a certificate or certificates (or book-entry credit) for the number of whole shares of Common Stock issuable upon such conversion, together with cash in lieu of any fraction of a share as provided below.

(iii) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional share to which the holder would otherwise be entitled, the Corporation shall pay the holder an amount in cash equal to such fractional share multiplied by the applicable Conversion Price then in effect.

(iv) No Charge. The issuance of certificates (or book-entry credits) for shares of Common Stock upon conversion of Preferred Stock shall be made without charge to the converting holder for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Common Stock; provided, however, that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Preferred Stock being converted.

(v) Effective Date of Conversion. Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for such shares of Preferred Stock shall have been surrendered and the notice of conversion shall have been received by the Corporation (the "Conversion Date"), or, in the case of automatic conversion pursuant to Section 5.3(b), immediately prior to the closing of the Qualified IPO or the date specified in the written consent or vote of the Majority Preferred Holders, as applicable. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of the applicable Conversion Date, and all rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, to vote, and to receive dividends, shall terminate on the applicable Conversion Date, except only the right of the holder thereof to receive certificates (or book-entry credits) for the number of whole shares of Common Stock into which such shares of Preferred Stock have been converted, together with cash in lieu of any fractional share.

(d) Adjustments to Conversion Price — Anti-Dilution.

(i) Broad-Based Weighted Average Adjustment. If the Corporation shall issue or sell (or, pursuant to Section 5.3(d)(iii) below, shall be deemed to have issued or sold) any shares of Common Stock (other than Excluded Issuances, as defined below) (collectively, "Additional Shares of Common Stock") for a consideration per share less than the applicable Conversion Price (whether the Series B Conversion Price or the Series A Conversion Price, as the case may be) in effect immediately prior to such issuance or sale, then the applicable Conversion Price shall be adjusted, concurrently with such issuance or sale, to a new Conversion Price determined by the following formula:

CP₂ = CP₁ × (A + B) / (A + C)

Where:

CP₂ = the new Conversion Price in effect immediately following such issuance or sale;

CP₁ = the Conversion Price in effect immediately prior to such issuance or sale;

A = the number of shares of Common Stock deemed to be outstanding immediately prior to such issuance or sale (determined on a fully diluted basis, including all shares of Common Stock then outstanding, all shares of Common Stock issuable upon conversion of all outstanding shares of Preferred Stock, all shares of Common Stock issuable upon the exercise of all outstanding options and warrants, and all shares of Common Stock reserved and available for future grant under the Corporation's equity incentive plans);

B = the aggregate consideration received or deemed received by the Corporation for the total number of Additional Shares of Common Stock so issued or sold (or deemed to have been issued or sold), divided by CP₁;

C = the number of Additional Shares of Common Stock issued or sold (or deemed to have been issued or sold) in such issuance or sale.

(ii) No Increase in Conversion Price. Notwithstanding any other provision of this Section 5.3(d), no adjustment of the applicable Conversion Price pursuant to this Section 5.3(d) shall have the effect of increasing the applicable Conversion Price above the applicable Conversion Price in effect immediately prior to such adjustment.

(iii) Deemed Issuances. For purposes of determining the adjusted Conversion Price under this Section 5.3(d), the following provisions shall apply:

(A) If the Corporation issues or sells any options, warrants, or other rights to subscribe for or purchase Additional Shares of Common Stock ("Options"), or issues or sells any securities convertible into or exchangeable for Additional Shares of Common Stock ("Convertible Securities"), then (1) the maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities shall be deemed to have been issued as of the date of issuance of such Options or Convertible Securities, and (2) the aggregate consideration received for such Additional Shares of Common Stock shall be deemed to be the aggregate consideration received by the Corporation for such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of such Options or upon conversion or exchange of such Convertible Securities.

(B) If the terms of any Options or Convertible Securities previously issued by the Corporation are amended or modified in a manner that decreases the exercise price or conversion price thereof or increases the number of shares of Common Stock issuable upon exercise, conversion, or exchange thereof, such Options or Convertible Securities shall be deemed to have been newly issued as of the date of such amendment or modification.

(iv) Excluded Issuances. The term "Excluded Issuances" shall mean any of the following issuances of shares of Common Stock (or Options or Convertible Securities exercisable or exchangeable for or convertible into shares of Common Stock), which shall not be deemed to be issuances of Additional Shares of Common Stock for purposes of this Section 5.3(d) and shall not result in any adjustment to the applicable Conversion Price:

(A) shares of Common Stock issued or issuable upon conversion of any shares of Preferred Stock;

(B) shares of Common Stock (or Options to purchase shares of Common Stock) issued or issuable to employees, consultants, officers, or directors of the Corporation or any subsidiary thereof, pursuant to one or more equity incentive plans, stock purchase plans, stock option agreements, restricted stock agreements, or other compensatory arrangements approved by the Board of Directors (including the affirmative vote of each director elected by holders of a series of Preferred Stock then serving on the Board), in an aggregate amount not to exceed 8,000,000 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations, recapitalizations, and similar events) unless any increase beyond such amount and beyond 15% of the Corporation's fully diluted capitalization is approved by the holders of a majority of the then-outstanding shares of Series B Preferred Stock;

(C) shares of Common Stock issued or issuable in connection with any bona fide strategic transaction involving the Corporation, including any merger, acquisition of assets or equity interests, joint venture, technology licensing agreement, collaboration agreement, or similar strategic transaction, in each case approved by the Board of Directors (including the affirmative vote of each director elected by holders of a series of Preferred Stock then serving on the Board);

(D) shares of Common Stock issued or issuable upon the exercise or conversion of any Options or Convertible Securities that are outstanding as of the date of filing of this Restated Certificate with the Secretary of State of the State of Delaware; and

(E) shares of Common Stock issued or issuable in connection with a Qualified IPO.

(e) Adjustments for Stock Splits, Dividends, Combinations, and Recapitalizations. In the event that the Corporation shall at any time or from time to time effect a subdivision (by stock split, stock dividend, recapitalization, reclassification, or otherwise) of the outstanding shares of Common Stock into a greater number of shares, the applicable Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in the event the outstanding shares of Common Stock shall be combined (by reverse stock split, reclassification, or otherwise) into a smaller number of shares, the applicable Conversion Price in effect immediately prior to such combination shall be proportionately increased. Any adjustment under this Section 5.3(e) shall become effective at the close of business on the date the subdivision or combination becomes effective.

In the event that the Corporation shall at any time or from time to time make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price then in effect by a fraction:

(i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Notwithstanding the foregoing, if such record date shall have been fixed and such dividend or distribution is not fully paid or if such distribution is not fully made on the date fixed therefor, the applicable Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the applicable Conversion Price shall be adjusted pursuant to this Section 5.3(e) as of the time of actual payment of such dividend or distribution.

(f) Reservation of Shares. The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock, a sufficient number of shares of Common Stock for the purpose of effecting the conversion of all outstanding shares of Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient to effect such conversions, including, without limitation, engaging in best efforts to obtain any requisite stockholder approval of any necessary amendment to this Restated Certificate.

Section 5.4 Voting Rights.

(a) General Voting Rights. Except as otherwise expressly provided in this Restated Certificate or as required by applicable law, each holder of outstanding shares of Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which such holder's shares of Preferred Stock are then convertible (as adjusted from time to time pursuant to Section 5.3), at each meeting of stockholders of the Corporation (and any written consent of stockholders in lieu of a meeting) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. Except as otherwise provided herein or required by law, the holders of Preferred Stock and Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation.

(b) Election of Directors. For so long as any shares of Series A Preferred Stock remain outstanding, the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting exclusively and as a separate class, shall be entitled to elect one (1) member of the Board of Directors (the "Series A Director"). The initial Series A Director is Joanna Whitfield, designated by Pinnacle BioVentures Fund II LP.

For so long as any shares of Series B Preferred Stock remain outstanding, the holders of a majority of the then-outstanding shares of Series B Preferred Stock, voting exclusively and as a separate class, shall be entitled to elect one (1) member of the Board of Directors (the "Series B Director"). The initial Series B Director is Dr. Elena Marchetti, designated by Cobalt Ventures LP.

The holders of a majority of the then-outstanding shares of Common Stock, voting exclusively and as a separate class, shall be entitled to elect two (2) members of the Board of Directors (the "Common Directors"). The initial Common Directors are Dr. Priya Anand and Dr. Marcus Ellington.

One (1) director of the Corporation (the "Independent Director") shall be an individual who is not an employee of the Corporation, any holder of Preferred Stock, or any of their respective affiliates, and who qualifies as an "independent director" under applicable standards. The Independent Director shall be elected by the mutual written consent of 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 the holders of a majority of the then-outstanding shares of Common Stock. The initial Independent Director is Dr. Samuel Ogden.

The total number of directors constituting the entire Board of Directors shall be five (5), as further provided in Article VII of this Restated Certificate.

Section 5.5 Protective Provisions.

(a) Series B Protective Provisions. For so long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, take any of the following actions without (in addition to any other vote or consent required by law or by this Restated Certificate) the prior written consent or the affirmative vote of the holders of a majority of the then-outstanding shares of Series B Preferred Stock, given in writing or by vote at a meeting, voting as a separate class:

(i) amend, alter, or repeal any provision of this Restated Certificate or the Bylaws of the Corporation (including by merger, consolidation, or otherwise) in a manner that adversely affects, alters, or changes the rights, preferences, privileges, or powers of the Series B Preferred Stock in any material respect;

(ii) authorize or issue, or obligate itself to issue, any equity security of the Corporation (including any security convertible into or exercisable for any equity security) having rights, preferences, or privileges with respect to dividends, liquidation, or redemption that are senior to or on parity with the rights, preferences, or privileges of the Series B Preferred Stock;

(iii) increase the authorized number of shares of Series B Preferred Stock;

(iv) increase the number of shares reserved for issuance under any stock option pool, equity incentive plan, or similar employee benefit plan of the Corporation (including, without limitation, the Corporation's 2021 Equity Incentive Plan, as amended from time to time) beyond an aggregate of 15% of the Corporation's fully diluted capitalization (calculated on an as-converted-to-Common-Stock basis);

(v) declare or pay any dividend or make any other distribution (whether in cash, property, or securities of the Corporation) on or with respect to any shares of Common Stock, or purchase, redeem, or otherwise acquire for value any shares of Common Stock (other than repurchases of unvested shares of Common Stock from terminated employees, consultants, or other service providers at cost or pursuant to the Corporation's right of repurchase at the original purchase price);

(vi) sell, transfer, exclusively license, or otherwise dispose of all or substantially all of the assets of the Corporation (including, without limitation, the exclusive licensing of all or substantially all of the Corporation's intellectual property), or consummate any merger, consolidation, or other Deemed Liquidation Event;

(vii) voluntarily liquidate, dissolve, or wind up the business and affairs of the Corporation, or consent to any of the foregoing;

(viii) create or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock of the Corporation, unless the same ranks junior to the Series B Preferred Stock with respect to the distribution of assets upon a Liquidation Event and the payment of dividends;

(ix) reclassify, alter, or amend any existing security of the Corporation that is pari passu with the Series B Preferred Stock in respect of the distribution of assets upon a Liquidation Event or the payment of dividends, if such reclassification, alteration, or amendment would render such other security senior to the Series B Preferred Stock in respect of any such right, preference, or privilege; or

(x) enter into, amend, or terminate any agreement or arrangement with any founder, officer, director, or stockholder holding five percent (5%) or more of the Corporation's outstanding capital stock (on an as-converted-to-Common-Stock basis), or with any affiliate of any of the foregoing, other than on terms that are no less favorable to the Corporation than those that could be obtained in an arm's-length transaction with a disinterested third party.

(b) Series A Protective Provisions. For so long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, take any of the following actions without (in addition to any other vote or consent required by law or by this Restated Certificate) the prior written consent or the affirmative vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, voting as a separate class:

(ii) authorize or issue, or obligate itself to issue, any equity security of the Corporation (including any security convertible into or exercisable for any equity security) having rights, preferences, or privileges with respect to dividends, liquidation, or redemption that are senior to the rights, preferences, or privileges of the Series A Preferred Stock, except for the Series B Preferred Stock as authorized and designated pursuant to this Restated Certificate; or

(iii) increase the authorized number of shares of Series A Preferred Stock.

Section 5.6 Redemption.

The Series B Preferred Stock and the Series A Preferred Stock shall not be subject to mandatory redemption or be redeemable at the option of the Corporation or any holder thereof, unless otherwise agreed in a separate written agreement between the Corporation and the applicable holder(s) of such Preferred Stock. Nothing in this Section 5.6 shall limit or restrict the Corporation's ability to repurchase shares of Preferred Stock from willing sellers in negotiated transactions approved by the Board of Directors.

Section 5.7 No Reissuance of Preferred Stock.

Any shares of Preferred Stock that are converted into shares of Common Stock pursuant to Section 5.3, or that are otherwise redeemed, repurchased, cancelled, or acquired by the Corporation, shall be automatically and immediately cancelled and retired and shall not be reissued, sold, or transferred thereafter. Upon such cancellation and retirement, the number of authorized shares of Preferred Stock shall be correspondingly reduced (without any further action by the Board of Directors or the stockholders of the Corporation), and neither the Corporation nor its Board of Directors shall have the authority to reissue such shares as shares of such series of Preferred Stock.

Section 5.8 Notices.

Any notice required or permitted by this Restated Certificate to be given to a holder of shares of Preferred Stock shall be given in the manner and to the addresses set forth in the Bylaws of the Corporation, as they may be amended from time to time, or as otherwise provided in any applicable stockholders' agreement. Such notices shall be deemed given when delivered personally, when sent by confirmed electronic transmission (including email), or three (3) business days after being sent by first-class certified or registered mail, postage prepaid, return receipt requested, to the holder at such holder's address as it appears on the books of the Corporation or as otherwise specified by such holder in writing to the Corporation.

ARTICLE VI

COMMON STOCK

Section 6.1 Voting Rights.

Each holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder on the record date for the determination of stockholders entitled to vote on any matter on which the holders of Common Stock are entitled to vote, including the election of directors. Except as otherwise required by applicable law or this Restated Certificate, the holders of Common Stock shall vote together with the holders of Preferred Stock as a single class on all matters submitted to a vote of the stockholders of the Corporation. Except as may otherwise be provided in this Restated Certificate, the Bylaws of the Corporation, or the DGCL, the affirmative vote of a majority of the voting power of the shares present in person or by proxy at any meeting of stockholders and entitled to vote on the subject matter thereof shall be the act of the stockholders.

Section 6.2 Dividends.

Subject to the preferential dividend rights of the Preferred Stock as set forth in Section 5.1 of this Restated Certificate, the holders of shares of Common Stock shall be entitled to receive dividends, when and as declared by the Board of Directors from time to time out of funds of the Corporation legally available therefor.

Section 6.3 Liquidation.

Subject to the prior and preferential rights of the holders of the Preferred Stock as set forth in Section 5.2 of this Restated Certificate, in the event of any Liquidation Event, after payment in full of all Liquidation Preferences on the Preferred Stock, the holders of shares of Common Stock shall be entitled to share ratably in all remaining assets of the Corporation available for distribution to its stockholders, in proportion to the number of shares of Common Stock held by each such holder.

Section 6.4 No Preemptive Rights.

No holder of shares of Common Stock shall have any preemptive right to subscribe for, purchase, or otherwise acquire any shares of any class of capital stock of the Corporation, whether now or hereafter authorized, or any securities convertible into, exchangeable for, or carrying a right to subscribe for or purchase shares of any class of capital stock of the Corporation. The foregoing shall not limit any contractual preemptive or participation rights that may be granted to holders of Common Stock pursuant to any agreement between such holders and the Corporation.

ARTICLE VII

BOARD OF DIRECTORS

Section 7.1 Number of Directors.

The number of directors constituting the entire Board of Directors of the Corporation shall be five (5). The authorized number of directors may be changed only by an amendment to this Restated Certificate or the Bylaws of the Corporation that is adopted in accordance with the DGCL and the protective provisions set forth in Section 5.5 of this Restated Certificate, to the extent applicable.

Section 7.2 Composition.

The Board of Directors shall be composed as follows:

(a) Two (2) Common Directors, elected by the holders of a majority of the outstanding shares of Common Stock, voting as a separate class, as provided in Section 5.4(b);

(b) One (1) Series A Director, elected by the holders of a majority of the outstanding shares of Series A Preferred Stock, voting as a separate class, as provided in Section 5.4(b);

(c) One (1) Series B Director, elected by the holders of a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class, as provided in Section 5.4(b); and

(d) One (1) Independent Director, elected by the mutual consent of the holders of a majority of the outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis) and the holders of a majority of the outstanding shares of Common Stock, as provided in Section 5.4(b).

Section 7.3 Removal.

Any director elected by a particular class or series of stock may be removed from office, with or without cause, only by the affirmative vote or written consent of the holders of a majority of the shares of such class or series entitled to elect such director. The Independent Director may be removed from office, with or without cause, only by the mutual consent of 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 the holders of a majority of the then-outstanding shares of Common Stock. No other stockholders shall be entitled to vote on, or consent to, the removal of any director not elected by such stockholders.

Section 7.4 Vacancies.

Any vacancy on the Board of Directors created by the death, disability, resignation, retirement, disqualification, or removal of a director shall be filled only in the same manner in which such director was originally elected. If a vacancy in the directorship of a Common Director is created, it shall be filled by the holders of a majority of the outstanding shares of Common Stock, voting as a separate class. If a vacancy in the directorship of the Series A Director is created, it shall be filled by the holders of a majority of the outstanding shares of Series A Preferred Stock, voting as a separate class. If a vacancy in the directorship of the Series B Director is created, it shall be filled by the holders of a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class. If a vacancy in the directorship of the Independent Director is created, it shall be filled by the mutual consent of the holders of a majority of the outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis) and the holders of a majority of the outstanding shares of Common Stock.

ARTICLE VIII

BYLAWS

In furtherance of, and not in limitation of, the powers conferred upon it by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation, subject to the protective provisions set forth in Section 5.5 of this Restated Certificate and the rights of the stockholders of the Corporation under the DGCL to adopt, amend, alter, or repeal the Bylaws. No Bylaws hereafter adopted, amended, altered, or repealed shall invalidate any prior act of the Board of Directors that was valid at the time it was taken.

ARTICLE IX

LIMITATION OF LIABILITY

To the fullest extent permitted by the DGCL, as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader limitation of liability than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Notwithstanding the foregoing, this Article IX shall not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) pursuant to Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchases, or unlawful redemptions); or (iv) for any transaction from which the director derived an improper personal benefit.

If the DGCL is amended after the filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, without further action by the stockholders of the Corporation, unless such amendment to the DGCL requires further action by the stockholders.

Any amendment, repeal, or modification of this Article IX by the stockholders of the Corporation shall not adversely affect any right or protection existing at the time of such amendment, repeal, or modification with respect to any acts or omissions occurring before such amendment, repeal, or modification of a director who is serving or who has served as a director of the Corporation at any time prior to such amendment, repeal, or modification.

ARTICLE X

INDEMNIFICATION

Section 10.1 Right to Indemnification.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person who was or is a party or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, member, trustee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (each such person, an "Indemnified Person"), against all expenses (including attorneys' fees), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 10.2 Advancement of Expenses.

The Corporation shall, to the fullest extent not prohibited by the DGCL or other applicable law, pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending or otherwise participating in any Proceeding in advance of its final disposition; provided, however, that, to the extent required by the DGCL, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Indemnified Person is not entitled to be indemnified under this Article X or otherwise.

Section 10.3 Insurance.

The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.

Section 10.4 Contract Right; Non-Exclusivity.

The right to indemnification and advancement of expenses conferred in this Article X shall be a contract right and shall not be deemed exclusive of any other right to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders, vote of disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

Section 10.5 Amendment.

Any amendment, repeal, or modification of this Article X by the stockholders of the Corporation shall not adversely affect any right or protection of any Indemnified Person existing at the time of such amendment, repeal, or modification with respect to acts or omissions occurring prior to such amendment, repeal, or modification.

ARTICLE XI

CORPORATE OPPORTUNITIES

To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision thereto), the Corporation hereby renounces and waives any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to or become known to any of the following persons: (a) Pinnacle BioVentures Fund II LP and its affiliates, partners, members, directors, officers, employees, stockholders, and agents (collectively, the "Pinnacle Affiliates"); (b) Cobalt Ventures LP and its affiliates, partners, members, directors, officers, employees, stockholders, and agents (collectively, the "Cobalt Affiliates"); and (c) any director of the Corporation who is designated by or affiliated with any of the Pinnacle Affiliates or the Cobalt Affiliates, including the Series A Director and the Series B Director (such directors, collectively, the "Investor Directors"), in each case in their respective capacities as investors, partners, members, directors, officers, employees, stockholders, or agents of, or advisors to, any of the Pinnacle Affiliates or the Cobalt Affiliates, as the case may be (each such business opportunity, an "Excluded Opportunity").

The Corporation agrees that no Investor Director, Pinnacle Affiliate, or Cobalt Affiliate shall have any duty to communicate or present any Excluded Opportunity to the Corporation, and none of the foregoing persons shall be liable to the Corporation or any of its stockholders for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such person pursues, acquires, or participates in such Excluded Opportunity, directs such Excluded Opportunity to another person or entity, or fails to present such Excluded Opportunity, or information regarding such Excluded Opportunity, to the Corporation.

Notwithstanding the foregoing, the Corporation does not renounce any interest or expectancy it may have in any business opportunity that is expressly offered to an Investor Director solely in his or her capacity as a director of the Corporation (and not in any other capacity), where such opportunity relates directly to the Corporation's line of business and is one that the Corporation is financially able to undertake and that is, from its nature, in th

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HELIOGRAPH THERAPEUTICS, INC.
(Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)
Heliograph Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (as the same may be amended and supplemented from time to time, the "DGCL"), does hereby certify as follows:
FIRST: The name of the Corporation is Heliograph Therapeutics, Inc. (the "Corporation"). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 12, 2021, under Delaware File Number 5923417. The registered agent of the Corporation in the State of Delaware is Capitol Corporate Services, Inc., located at 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, County of Kent.
SECOND: This Amended and Restated Certificate of Incorporation (this "Restated Certificate") was duly adopted by the Board of Directors of the Corporation (the "Board of Directors" or the "Board") in accordance with Sections 242 and 245 of the DGCL. On August 8, 2025, the Board of Directors adopted resolutions setting forth this Restated Certificate, declaring its advisability, and directing that it be submitted to the stockholders of the Corporation for their approval and adoption.
THIRD: The stockholders of the Corporation duly approved and adopted this Restated Certificate by written consent in lieu of a meeting of stockholders in accordance with Section 228 of the DGCL. The holders of outstanding shares of capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted have consented in writing to the adoption of this Restated Certificate.
FOURTH: This Restated Certificate restates, integrates, and further amends the provisions of the Certificate of Incorporation of the Corporation, as originally filed with the Secretary of State of the State of Delaware on March 12, 2021, and as heretofore amended and restated (collectively, the "Prior Certificate"). This Restated Certificate shall supersede the Prior Certificate and all prior amendments and restatements thereof in their entirety.
FIFTH: The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:
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ARTICLE I
NAME
The name of the Corporation is Heliograph Therapeutics, Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, County of Kent. The name of the registered agent of the Corporation at such address is Capitol Corporate Services, Inc. The Corporation may, from time to time, designate a different address as its registered office or a different person as its registered agent, in accordance with applicable provisions of the DGCL.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out the purposes for which it is organized, as now or hereafter conferred by the laws of the State of Delaware.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
Section 4.1 Authorized Shares.
The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 129,414,414 shares, consisting of:
(a) 100,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"); and
(b) 29,414,414 shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock").
The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of either the Common Stock or the Preferred Stock, voting separately as a class, shall be required therefor, except as otherwise expressly provided in this Restated Certificate or as required by applicable law.
Section 4.2 Designation of Preferred Stock.
Of the authorized shares of Preferred Stock, the following series are hereby designated with the respective number of authorized shares set forth below:
(a) 15,000,000 shares are hereby designated as "Series A Preferred Stock" (the "Series A Preferred Stock" or the "Series A Preferred"); and
(b) 14,414,414 shares are hereby designated as "Series B Preferred Stock" (the "Series B Preferred Stock" or the "Series B Preferred").
The Series A Preferred Stock and the Series B Preferred Stock are sometimes collectively referred to herein as the "Preferred Stock." The rights, preferences, privileges, restrictions, and other matters relating to each series of Preferred Stock are as set forth in Article V of this Restated Certificate.
ARTICLE V
RIGHTS, PREFERENCES, AND PRIVILEGES OF PREFERRED STOCK
The rights, preferences, privileges, restrictions, and other matters relating to the Preferred Stock are as follows:
Section 5.1 Dividends.
(a) Series B Preferred Stock Dividends.  The holders of the Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available therefor, non-cumulative cash dividends at the rate of eight percent (8%) per annum of the Series B Original Issue Price (as defined below) per share of Series B Preferred Stock (which is equal to $0.111 per share per annum). Such dividends shall be payable in preference and priority to any dividends on the Common Stock and pari passu with dividends on the Series A Preferred Stock.
The "Series B Original Issue Price" shall mean $1.3875 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, stock combination, recapitalization, or other similar event affecting the Series B Preferred Stock (as adjusted from time to time, the "Series B Original Issue Price").
Dividends on the Series B Preferred Stock shall be non-cumulative. No dividends shall accrue or accumulate on shares of Series B Preferred Stock, whether or not earned or declared, and no right to any such dividend shall exist in any period unless the Board of Directors shall have declared such dividend with respect to such period. No arrears or deficiency in dividends shall exist with respect to the Series B Preferred Stock.
(b) Series A Preferred Stock Dividends.  The holders of the Series A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available therefor, non-cumulative cash dividends at the rate of eight percent (8%) per annum of the Series A Original Issue Price (as defined below) per share of Series A Preferred Stock. Such dividends shall be payable in preference and priority to any dividends on the Common Stock and pari passu with dividends on the Series B Preferred Stock.
The "Series A Original Issue Price" shall mean $2.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, stock combination, recapitalization, or other similar event affecting the Series A Preferred Stock (as adjusted from time to time, the "Series A Original Issue Price").
Dividends on the Series A Preferred Stock shall be non-cumulative. No dividends shall accrue or accumulate on shares of Series A Preferred Stock, whether or not earned or declared, and no right to any such dividend shall exist in any period unless the Board of Directors shall have declared such dividend with respect to such period. No arrears or deficiency in dividends shall exist with respect to the Series A Preferred Stock.
(c) Common Stock Dividends.  After the payment of all preferential dividends on the Series B Preferred Stock and the Series A Preferred Stock (to the extent such dividends have been declared by the Board of Directors), the holders of Common Stock shall be entitled to receive dividends as and when declared by the Board of Directors out of funds legally available therefor. No dividend or other distribution (other than dividends payable solely in shares of Common Stock) shall be declared or paid on any shares of Common Stock unless and until all dividends that have been declared but remain unpaid on the Series B Preferred Stock and the Series A Preferred Stock shall have been paid in full, or funds sufficient for the payment thereof shall have been set apart.
(d) Non-Participation.  The Preferred Stock shall be non-participating with respect to dividends. After the receipt of its preferential dividends as described in Sections 5.1(a) and 5.1(b), the holders of the Preferred Stock shall not be entitled to participate with the holders of Common Stock in any additional dividends declared by the Board of Directors, unless and until such shares of Preferred Stock are converted into shares of Common Stock in accordance with Section 5.3 hereof.
Section 5.2 Liquidation.
(a) Liquidation Preference — Series B Preferred Stock.  In the event of any Liquidation Event (as defined in Section 5.2(d) below), before any distribution or payment shall be made to the holders of the Series A Preferred Stock or the Common Stock, the holders of the Series B Preferred Stock shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders (whether from capital, surplus, or earnings), an amount per share of Series B Preferred Stock equal to the greater of (i) the Series B Original Issue Price per share ($1.3875) plus all declared but unpaid dividends on such share, or (ii) the amount per share that would be payable to such holder if all shares of Series B Preferred Stock had been converted into Common Stock immediately prior to such Liquidation Event (the amount described in clause (i), the "Series B Liquidation Preference"). If the assets of the Corporation available for distribution shall be insufficient to permit the payment to the holders of the Series B Preferred Stock of the full Series B Liquidation Preference, then the entire assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the full amounts of the Series B Liquidation Preference to which each such holder would otherwise be entitled.
For the avoidance of doubt, the aggregate Series B Liquidation Preference payable to the holders of all outstanding shares of Series B Preferred Stock (assuming 14,414,414 shares outstanding and no declared but unpaid dividends) shall be approximately $20,000,000.
The Series B Preferred Stock carries a one times (1x) non-participating liquidation preference.
(b) Liquidation Preference — Series A Preferred Stock.  After the payment in full of the Series B Liquidation Preference to all holders of Series B Preferred Stock, before any distribution or payment shall be made to the holders of Common Stock, the holders of the Series A Preferred Stock shall be entitled to receive, out of the remaining assets of the Corporation available for distribution to its stockholders, an amount per share of Series A Preferred Stock equal to the greater of (i) the Series A Original Issue Price per share ($2.00) plus all declared but unpaid dividends on such share, or (ii) the amount per share that would be payable to such holder if all shares of Series A Preferred Stock had been converted into Common Stock immediately prior to such Liquidation Event (the amount described in clause (i), the "Series A Liquidation Preference"). If, after the payment in full of the Series B Liquidation Preference, the remaining assets of the Corporation available for distribution shall be insufficient to permit the payment to the holders of the Series A Preferred Stock of the full Series A Liquidation Preference, then the entire remaining assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full amounts of the Series A Liquidation Preference to which each such holder would otherwise be entitled.
For the avoidance of doubt, the aggregate Series A Liquidation Preference payable to the holders of all outstanding shares of Series A Preferred Stock (assuming 15,000,000 shares outstanding and no declared but unpaid dividends) shall be $30,000,000.
The Series B Preferred Stock is senior to the Series A Preferred Stock with respect to the payment of Liquidation Preferences, and the Series A Preferred Stock is senior to the Common Stock with respect to the payment of Liquidation Preferences.
(c) Remaining Assets to Common Stock.  After the payment in full of all Liquidation Preferences on the Series B Preferred Stock and the Series A Preferred Stock in accordance with Sections 5.2(a) and 5.2(b), all remaining assets of the Corporation available for distribution to its stockholders shall be distributed ratably among the holders of the Common Stock in proportion to the number of shares of Common Stock held by each such holder. Because the Preferred Stock is non-participating, the holders of the Preferred Stock shall not share in any such remaining assets unless and until such holders have elected to convert their shares of Preferred Stock into shares of Common Stock prior to such Liquidation Event in accordance with Section 5.2(f) or Section 5.3 hereof.
(d) Deemed Liquidation Events.  For purposes of this Section 5.2, a "Liquidation Event" shall mean:
(i) any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation;
(ii) any merger or consolidation of the Corporation with or into any other corporation or entity, or any other corporate reorganization, in which the stockholders of the Corporation immediately prior to such transaction do not retain direct or indirect ownership of more than fifty percent (50%) of the total voting power of the surviving or resulting entity or its parent entity (excluding from such calculation any shares held by investors of the surviving or resulting entity that were not stockholders of the Corporation immediately prior to such transaction);
(iii) a sale, lease, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Corporation (including, without limitation, the exclusive licensing of all or substantially all of the Corporation's intellectual property), in one transaction or a series of related transactions; or
(iv) any other transaction or series of related transactions in which the Corporation's stockholders immediately prior to such transaction or series of related transactions do not retain direct or indirect ownership of more than fifty percent (50%) of the total voting power of the Corporation following such transaction or series of related transactions.
Each of the events described in clauses (ii), (iii), and (iv) above is referred to herein as a "Deemed Liquidation Event." In the event of a Deemed Liquidation Event, the proceeds of such transaction (whether in cash, securities, or other property) distributable to the stockholders of the Corporation shall be distributed among the holders of capital stock of the Corporation in accordance with the preferences and priorities set forth in Sections 5.2(a), 5.2(b), and 5.2(c) above, as if such distribution were made upon a liquidation, dissolution, or winding up of the Corporation.
Notwithstanding the foregoing, the following events shall not constitute a Deemed Liquidation Event: (A) a bona fide equity financing transaction of the Corporation in which shares of the Corporation's capital stock are issued primarily for capital-raising purposes and not in connection with a change of control of the Corporation; (B) a mere reincorporation, reorganization, or conversion of the Corporation in another jurisdiction; or (C) the creation of a wholly owned subsidiary of the Corporation or the transfer of assets to such wholly owned subsidiary.
(e) Insufficient Assets.  If, upon any Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to permit the payment in full of the Series B Liquidation Preference, then the entire assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the full preferential amounts to which they would otherwise be entitled under Section 5.2(a), and the holders of the Series A Preferred Stock and the Common Stock shall not receive any distribution.
If the Series B Liquidation Preference has been paid in full to all holders of Series B Preferred Stock but the remaining assets of the Corporation available for distribution are insufficient to permit the payment in full of the Series A Liquidation Preference, then the entire remaining assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full preferential amounts to which they would otherwise be entitled under Section 5.2(b), and the holders of the Common Stock shall not receive any distribution.
(f) Election to Convert.  Notwithstanding the foregoing provisions of this Section 5.2, in the event of a Liquidation Event, each holder of shares of Preferred Stock may, at its election, convert all (but not less than all) of its shares of Preferred Stock into shares of Common Stock immediately prior to such Liquidation Event in accordance with Section 5.3, and thereby participate in the distribution of the Corporation's assets as a holder of Common Stock in lieu of receiving the applicable Liquidation Preference. Such election must be made by written notice to the Corporation given not later than five (5) business days prior to the effective date of such Liquidation Event (or such shorter period as the Board of Directors may determine in good faith is reasonably practicable under the circumstances). In the event that a holder of Preferred Stock fails to make such election, such holder shall be deemed to have elected to receive its applicable Liquidation Preference; provided, however, that any holder of Preferred Stock shall be deemed to have automatically elected conversion if the per-share amount distributable to holders of Common Stock (calculated as if all shares of Preferred Stock had been converted into Common Stock immediately prior to such Liquidation Event) would exceed the applicable Liquidation Preference per share for such holder's series of Preferred Stock.
Section 5.3 Conversion.
(a) Optional Conversion.  Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion.
The initial "Series B Conversion Price" shall be $1.3875 per share, which shall initially result in a conversion ratio of one (1) share of Common Stock for each one (1) share of Series B Preferred Stock. The Series B Conversion Price, and the corresponding rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided in Sections 5.3(d) and 5.3(e) hereof.
Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price in effect at the time of conversion. The initial "Series A Conversion Price" shall be $2.00 per share, which shall initially result in a conversion ratio of one (1) share of Common Stock for each one (1) share of Series A Preferred Stock. The Series A Conversion Price shall be subject to adjustment as provided in Sections 5.3(d) and 5.3(e) hereof.
(b) Automatic Conversion.  Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective applicable Conversion Price (whether the Series B Conversion Price or the Series A Conversion Price, as the case may be) upon the earliest to occur of:
(i) the closing of a firmly underwritten public offering of Common Stock of the Corporation pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), in which (A) the per-share price to the public is at least $4.1625 per share (which amount is equal to three times (3x) the Series B Original Issue Price of $1.3875, subject to appropriate adjustment for stock splits, stock dividends, combinations, recapitalizations, and similar events occurring after the date hereof), and (B) the aggregate gross proceeds to the Corporation (before deduction of underwriting discounts, commissions, and offering expenses) are at least $75,000,000 (a "Qualified IPO"); or
(ii) the date and time, or the occurrence of an event, specified by the written consent or affirmative vote of 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 (the "Majority Preferred Holders").
Upon any automatic conversion event described above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares (if any) are surrendered to the Corporation or its transfer agent. Upon the occurrence of any such automatic conversion, the Corporation shall give written notice thereof to each holder of record of Preferred Stock, at the address last shown on the records of the Corporation for such holder, not more than ten (10) business days following such automatic conversion event.
(c) Conversion Mechanics.  
(i) Surrender of Certificates. In order to effect an optional conversion pursuant to Section 5.3(a), a holder of Preferred Stock shall surrender the certificate or certificates (if any) representing the shares of Preferred Stock to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Preferred Stock), together with a written notice stating that the holder elects to convert such shares, the number of shares to be converted, and the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If the shares of Preferred Stock are held in uncertificated or book-entry form, conversion may be effected by delivery of an instruction letter to the Corporation or its transfer agent in such form as the Corporation may reasonably require.
(ii) Issuance of Common Stock. As promptly as practicable after the surrender of certificates (or delivery of conversion instructions) as provided in Section 5.3(c)(i), but in no event later than five (5) business days thereafter, the Corporation shall issue and deliver, or cause to be issued and delivered, to the converting holder a certificate or certificates (or book-entry credit) for the number of whole shares of Common Stock issuable upon such conversion, together with cash in lieu of any fraction of a share as provided below.
(iii) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional share to which the holder would otherwise be entitled, the Corporation shall pay the holder an amount in cash equal to such fractional share multiplied by the applicable Conversion Price then in effect.
(iv) No Charge. The issuance of certificates (or book-entry credits) for shares of Common Stock upon conversion of Preferred Stock shall be made without charge to the converting holder for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Common Stock; provided, however, that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Preferred Stock being converted.
(v) Effective Date of Conversion. Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for such shares of Preferred Stock shall have been surrendered and the notice of conversion shall have been received by the Corporation (the "Conversion Date"), or, in the case of automatic conversion pursuant to Section 5.3(b), immediately prior to the closing of the Qualified IPO or the date specified in the written consent or vote of the Majority Preferred Holders, as applicable. The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of the applicable Conversion Date, and all rights with respect to the shares of Preferred Stock so converted, including the rights, if any, to receive notices, to vote, and to receive dividends, shall terminate on the applicable Conversion Date, except only the right of the holder thereof to receive certificates (or book-entry credits) for the number of whole shares of Common Stock into which such shares of Preferred Stock have been converted, together with cash in lieu of any fractional share.
(d) Adjustments to Conversion Price — Anti-Dilution.  
(i) Broad-Based Weighted Average Adjustment. If the Corporation shall issue or sell (or, pursuant to Section 5.3(d)(iii) below, shall be deemed to have issued or sold) any shares of Common Stock (other than Excluded Issuances, as defined below) (collectively, "Additional Shares of Common Stock") for a consideration per share less than the applicable Conversion Price (whether the Series B Conversion Price or the Series A Conversion Price, as the case may be) in effect immediately prior to such issuance or sale, then the applicable Conversion Price shall be adjusted, concurrently with such issuance or sale, to a new Conversion Price determined by the following formula:
CP₂ = CP₁ × (A + B) / (A + C)
Where:
CP₂ = the new Conversion Price in effect immediately following such issuance or sale;
CP₁ = the Conversion Price in effect immediately prior to such issuance or sale;
A = the number of shares of Common Stock deemed to be outstanding immediately prior to such issuance or sale (determined on a fully diluted basis, including all shares of Common Stock then outstanding, all shares of Common Stock issuable upon conversion of all outstanding shares of Preferred Stock, all shares of Common Stock issuable upon the exercise of all outstanding options and warrants, and all shares of Common Stock reserved and available for future grant under the Corporation's equity incentive plans);
B = the aggregate consideration received or deemed received by the Corporation for the total number of Additional Shares of Common Stock so issued or sold (or deemed to have been issued or sold), divided by CP₁;
C = the number of Additional Shares of Common Stock issued or sold (or deemed to have been issued or sold) in such issuance or sale.
(ii) No Increase in Conversion Price. Notwithstanding any other provision of this Section 5.3(d), no adjustment of the applicable Conversion Price pursuant to this Section 5.3(d) shall have the effect of increasing the applicable Conversion Price above the applicable Conversion Price in effect immediately prior to such adjustment.
(iii) Deemed Issuances. For purposes of determining the adjusted Conversion Price under this Section 5.3(d), the following provisions shall apply:
(A) If the Corporation issues or sells any options, warrants, or other rights to subscribe for or purchase Additional Shares of Common Stock ("Options"), or issues or sells any securities convertible into or exchangeable for Additional Shares of Common Stock ("Convertible Securities"), then (1) the maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities shall be deemed to have been issued as of the date of issuance of such Options or Convertible Securities, and (2) the aggregate consideration received for such Additional Shares of Common Stock shall be deemed to be the aggregate consideration received by the Corporation for such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of such Options or upon conversion or exchange of such Convertible Securities.
(B) If the terms of any Options or Convertible Securities previously issued by the Corporation are amended or modified in a manner that decreases the exercise price or conversion price thereof or increases the number of shares of Common Stock issuable upon exercise, conversion, or exchange thereof, such Options or Convertible Securities shall be deemed to have been newly issued as of the date of such amendment or modification.
(iv) Excluded Issuances. The term "Excluded Issuances" shall mean any of the following issuances of shares of Common Stock (or Options or Convertible Securities exercisable or exchangeable for or convertible into shares of Common Stock), which shall not be deemed to be issuances of Additional Shares of Common Stock for purposes of this Section 5.3(d) and shall not result in any adjustment to the applicable Conversion Price:
(A) shares of Common Stock issued or issuable upon conversion of any shares of Preferred Stock;
(B) shares of Common Stock (or Options to purchase shares of Common Stock) issued or issuable to employees, consultants, officers, or directors of the Corporation or any subsidiary thereof, pursuant to one or more equity incentive plans, stock purchase plans, stock option agreements, restricted stock agreements, or other compensatory arrangements approved by the Board of Directors (including the affirmative vote of each director elected by holders of a series of Preferred Stock then serving on the Board), in an aggregate amount not to exceed 8,000,000 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations, recapitalizations, and similar events) unless any increase beyond such amount and beyond 15% of the Corporation's fully diluted capitalization is approved by the holders of a majority of the then-outstanding shares of Series B Preferred Stock;
(C) shares of Common Stock issued or issuable in connection with any bona fide strategic transaction involving the Corporation, including any merger, acquisition of assets or equity interests, joint venture, technology licensing agreement, collaboration agreement, or similar strategic transaction, in each case approved by the Board of Directors (including the affirmative vote of each director elected by holders of a series of Preferred Stock then serving on the Board);
(D) shares of Common Stock issued or issuable upon the exercise or conversion of any Options or Convertible Securities that are outstanding as of the date of filing of this Restated Certificate with the Secretary of State of the State of Delaware; and
(E) shares of Common Stock issued or issuable in connection with a Qualified IPO.
(e) Adjustments for Stock Splits, Dividends, Combinations, and Recapitalizations.  In the event that the Corporation shall at any time or from time to time effect a subdivision (by stock split, stock dividend, recapitalization, reclassification, or otherwise) of the outstanding shares of Common Stock into a greater number of shares, the applicable Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in the event the outstanding shares of Common Stock shall be combined (by reverse stock split, reclassification, or otherwise) into a smaller number of shares, the applicable Conversion Price in effect immediately prior to such combination shall be proportionately increased. Any adjustment under this Section 5.3(e) shall become effective at the close of business on the date the subdivision or combination becomes effective.
In the event that the Corporation shall at any time or from time to time make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price then in effect by a fraction:
(i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.
Notwithstanding the foregoing, if such record date shall have been fixed and such dividend or distribution is not fully paid or if such distribution is not fully made on the date fixed therefor, the applicable Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the applicable Conversion Price shall be adjusted pursuant to this Section 5.3(e) as of the time of actual payment of such dividend or distribution.
(f) Reservation of Shares.  The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock, a sufficient number of shares of Common Stock for the purpose of effecting the conversion of all outstanding shares of Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient to effect such conversions, including, without limitation, engaging in best efforts to obtain any requisite stockholder approval of any necessary amendment to this Restated Certificate.
Section 5.4 Voting Rights.
(a) General Voting Rights.  Except as otherwise expressly provided in this Restated Certificate or as required by applicable law, each holder of outstanding shares of Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which such holder's shares of Preferred Stock are then convertible (as adjusted from time to time pursuant to Section 5.3), at each meeting of stockholders of the Corporation (and any written consent of stockholders in lieu of a meeting) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. Except as otherwise provided herein or required by law, the holders of Preferred Stock and Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation.
(b) Election of Directors.  For so long as any shares of Series A Preferred Stock remain outstanding, the holders of a majority of the then-outstanding shares of Series A Preferred Stock, voting exclusively and as a separate class, shall be entitled to elect one (1) member of the Board of Directors (the "Series A Director"). The initial Series A Director is Joanna Whitfield, designated by Pinnacle BioVentures Fund II LP.
For so long as any shares of Series B Preferred Stock remain outstanding, the holders of a majority of the then-outstanding shares of Series B Preferred Stock, voting exclusively and as a separate class, shall be entitled to elect one (1) member of the Board of Directors (the "Series B Director"). The initial Series B Director is Dr. Elena Marchetti, designated by Cobalt Ventures LP.
The holders of a majority of the then-outstanding shares of Common Stock, voting exclusively and as a separate class, shall be entitled to elect two (2) members of the Board of Directors (the "Common Directors"). The initial Common Directors are Dr. Priya Anand and Dr. Marcus Ellington.
One (1) director of the Corporation (the "Independent Director") shall be an individual who is not an employee of the Corporation, any holder of Preferred Stock, or any of their respective affiliates, and who qualifies as an "independent director" under applicable standards. The Independent Director shall be elected by the mutual written consent of 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 the holders of a majority of the then-outstanding shares of Common Stock. The initial Independent Director is Dr. Samuel Ogden.
The total number of directors constituting the entire Board of Directors shall be five (5), as further provided in Article VII of this Restated Certificate.
Section 5.5 Protective Provisions.
(a) Series B Protective Provisions.  For so long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, take any of the following actions without (in addition to any other vote or consent required by law or by this Restated Certificate) the prior written consent or the affirmative vote of the holders of a majority of the then-outstanding shares of Series B Preferred Stock, given in writing or by vote at a meeting, voting as a separate class:
(i) amend, alter, or repeal any provision of this Restated Certificate or the Bylaws of the Corporation (including by merger, consolidation, or otherwise) in a manner that adversely affects, alters, or changes the rights, preferences, privileges, or powers of the Series B Preferred Stock in any material respect;
(ii) authorize or issue, or obligate itself to issue, any equity security of the Corporation (including any security convertible into or exercisable for any equity security) having rights, preferences, or privileges with respect to dividends, liquidation, or redemption that are senior to or on parity with the rights, preferences, or privileges of the Series B Preferred Stock;
(iii) increase the authorized number of shares of Series B Preferred Stock;
(iv) increase the number of shares reserved for issuance under any stock option pool, equity incentive plan, or similar employee benefit plan of the Corporation (including, without limitation, the Corporation's 2021 Equity Incentive Plan, as amended from time to time) beyond an aggregate of 15% of the Corporation's fully diluted capitalization (calculated on an as-converted-to-Common-Stock basis);
(v) declare or pay any dividend or make any other distribution (whether in cash, property, or securities of the Corporation) on or with respect to any shares of Common Stock, or purchase, redeem, or otherwise acquire for value any shares of Common Stock (other than repurchases of unvested shares of Common Stock from terminated employees, consultants, or other service providers at cost or pursuant to the Corporation's right of repurchase at the original purchase price);
(vi) sell, transfer, exclusively license, or otherwise dispose of all or substantially all of the assets of the Corporation (including, without limitation, the exclusive licensing of all or substantially all of the Corporation's intellectual property), or consummate any merger, consolidation, or other Deemed Liquidation Event;
(vii) voluntarily liquidate, dissolve, or wind up the business and affairs of the Corporation, or consent to any of the foregoing;
(viii) create or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock of the Corporation, unless the same ranks junior to the Series B Preferred Stock with respect to the distribution of assets upon a Liquidation Event and the payment of dividends;
(ix) reclassify, alter, or amend any existing security of the Corporation that is pari passu with the Series B Preferred Stock in respect of the distribution of assets upon a Liquidation Event or the payment of dividends, if such reclassification, alteration, or amendment would render such other security senior to the Series B Preferred Stock in respect of any such right, preference, or privilege; or
(x) enter into, amend, or terminate any agreement or arrangement with any founder, officer, director, or stockholder holding five percent (5%) or more of the Corporation's outstanding capital stock (on an as-converted-to-Common-Stock basis), or with any affiliate of any of the foregoing, other than on terms that are no less favorable to the Corporation than those that could be obtained in an arm's-length transaction with a disinterested third party.
(b) Series A Protective Provisions.  For so long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, take any of the following actions without (in addition to any other vote or consent required by law or by this Restated Certificate) the prior written consent or the affirmative vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, voting as a separate class:
(i) amend, alter, or repeal any provision of this Restated Certificate or the Bylaws of the Corporation (including by merger, consolidation, or otherwise) in a manner that adversely affects, alters, or changes the rights, preferences, privileges, or powers of the Series A Preferred Stock in any material respect;
(ii) authorize or issue, or obligate itself to issue, any equity security of the Corporation (including any security convertible into or exercisable for any equity security) having rights, preferences, or privileges with respect to dividends, liquidation, or redemption that are senior to the rights, preferences, or privileges of the Series A Preferred Stock, except for the Series B Preferred Stock as authorized and designated pursuant to this Restated Certificate; or
(iii) increase the authorized number of shares of Series A Preferred Stock.
Section 5.6 Redemption.
The Series B Preferred Stock and the Series A Preferred Stock shall not be subject to mandatory redemption or be redeemable at the option of the Corporation or any holder thereof, unless otherwise agreed in a separate written agreement between the Corporation and the applicable holder(s) of such Preferred Stock. Nothing in this Section 5.6 shall limit or restrict the Corporation's ability to repurchase shares of Preferred Stock from willing sellers in negotiated transactions approved by the Board of Directors.
Section 5.7 No Reissuance of Preferred Stock.
Any shares of Preferred Stock that are converted into shares of Common Stock pursuant to Section 5.3, or that are otherwise redeemed, repurchased, cancelled, or acquired by the Corporation, shall be automatically and immediately cancelled and retired and shall not be reissued, sold, or transferred thereafter. Upon such cancellation and retirement, the number of authorized shares of Preferred Stock shall be correspondingly reduced (without any further action by the Board of Directors or the stockholders of the Corporation), and neither the Corporation nor its Board of Directors shall have the authority to reissue such shares as shares of such series of Preferred Stock.
Section 5.8 Notices.
Any notice required or permitted by this Restated Certificate to be given to a holder of shares of Preferred Stock shall be given in the manner and to the addresses set forth in the Bylaws of the Corporation, as they may be amended from time to time, or as otherwise provided in any applicable stockholders' agreement. Such notices shall be deemed given when delivered personally, when sent by confirmed electronic transmission (including email), or three (3) business days after being sent by first-class certified or registered mail, postage prepaid, return receipt requested, to the holder at such holder's address as it appears on the books of the Corporation or as otherwise specified by such holder in writing to the Corporation.
ARTICLE VI
COMMON STOCK
Section 6.1 Voting Rights.
Each holder of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder on the record date for the determination of stockholders entitled to vote on any matter on which the holders of Common Stock are entitled to vote, including the election of directors. Except as otherwise required by applicable law or this Restated Certificate, the holders of Common Stock shall vote together with the holders of Preferred Stock as a single class on all matters submitted to a vote of the stockholders of the Corporation. Except as may otherwise be provided in this Restated Certificate, the Bylaws of the Corporation, or the DGCL, the affirmative vote of a majority of the voting power of the shares present in person or by proxy at any meeting of stockholders and entitled to vote on the subject matter thereof shall be the act of the stockholders.
Section 6.2 Dividends.
Subject to the preferential dividend rights of the Preferred Stock as set forth in Section 5.1 of this Restated Certificate, the holders of shares of Common Stock shall be entitled to receive dividends, when and as declared by the Board of Directors from time to time out of funds of the Corporation legally available therefor.
Section 6.3 Liquidation.
Subject to the prior and preferential rights of the holders of the Preferred Stock as set forth in Section 5.2 of this Restated Certificate, in the event of any Liquidation Event, after payment in full of all Liquidation Preferences on the Preferred Stock, the holders of shares of Common Stock shall be entitled to share ratably in all remaining assets of the Corporation available for distribution to its stockholders, in proportion to the number of shares of Common Stock held by each such holder.
Section 6.4 No Preemptive Rights.
No holder of shares of Common Stock shall have any preemptive right to subscribe for, purchase, or otherwise acquire any shares of any class of capital stock of the Corporation, whether now or hereafter authorized, or any securities convertible into, exchangeable for, or carrying a right to subscribe for or purchase shares of any class of capital stock of the Corporation. The foregoing shall not limit any contractual preemptive or participation rights that may be granted to holders of Common Stock pursuant to any agreement between such holders and the Corporation.
ARTICLE VII
BOARD OF DIRECTORS
Section 7.1 Number of Directors.
The number of directors constituting the entire Board of Directors of the Corporation shall be five (5). The authorized number of directors may be changed only by an amendment to this Restated Certificate or the Bylaws of the Corporation that is adopted in accordance with the DGCL and the protective provisions set forth in Section 5.5 of this Restated Certificate, to the extent applicable.
Section 7.2 Composition.
The Board of Directors shall be composed as follows:
(a) Two (2) Common Directors, elected by the holders of a majority of the outstanding shares of Common Stock, voting as a separate class, as provided in Section 5.4(b);
(b) One (1) Series A Director, elected by the holders of a majority of the outstanding shares of Series A Preferred Stock, voting as a separate class, as provided in Section 5.4(b);
(c) One (1) Series B Director, elected by the holders of a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class, as provided in Section 5.4(b); and
(d) One (1) Independent Director, elected by the mutual consent of the holders of a majority of the outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis) and the holders of a majority of the outstanding shares of Common Stock, as provided in Section 5.4(b).
Section 7.3 Removal.
Any director elected by a particular class or series of stock may be removed from office, with or without cause, only by the affirmative vote or written consent of the holders of a majority of the shares of such class or series entitled to elect such director. The Independent Director may be removed from office, with or without cause, only by the mutual consent of 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 the holders of a majority of the then-outstanding shares of Common Stock. No other stockholders shall be entitled to vote on, or consent to, the removal of any director not elected by such stockholders.
Section 7.4 Vacancies.
Any vacancy on the Board of Directors created by the death, disability, resignation, retirement, disqualification, or removal of a director shall be filled only in the same manner in which such director was originally elected. If a vacancy in the directorship of a Common Director is created, it shall be filled by the holders of a majority of the outstanding shares of Common Stock, voting as a separate class. If a vacancy in the directorship of the Series A Director is created, it shall be filled by the holders of a majority of the outstanding shares of Series A Preferred Stock, voting as a separate class. If a vacancy in the directorship of the Series B Director is created, it shall be filled by the holders of a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class. If a vacancy in the directorship of the Independent Director is created, it shall be filled by the mutual consent of the holders of a majority of the outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis) and the holders of a majority of the outstanding shares of Common Stock.
ARTICLE VIII
BYLAWS
In furtherance of, and not in limitation of, the powers conferred upon it by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation, subject to the protective provisions set forth in Section 5.5 of this Restated Certificate and the rights of the stockholders of the Corporation under the DGCL to adopt, amend, alter, or repeal the Bylaws. No Bylaws hereafter adopted, amended, altered, or repealed shall invalidate any prior act of the Board of Directors that was valid at the time it was taken.
ARTICLE IX
LIMITATION OF LIABILITY
To the fullest extent permitted by the DGCL, as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader limitation of liability than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Notwithstanding the foregoing, this Article IX shall not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) pursuant to Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchases, or unlawful redemptions); or (iv) for any transaction from which the director derived an improper personal benefit.
If the DGCL is amended after the filing of this Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, without further action by the stockholders of the Corporation, unless such amendment to the DGCL requires further action by the stockholders.
Any amendment, repeal, or modification of this Article IX by the stockholders of the Corporation shall not adversely affect any right or protection existing at the time of such amendment, repeal, or modification with respect to any acts or omissions occurring before such amendment, repeal, or modification of a director who is serving or who has served as a director of the Corporation at any time prior to such amendment, repeal, or modification.
ARTICLE X
INDEMNIFICATION
Section 10.1 Right to Indemnification.
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person who was or is a party or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, member, trustee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (each such person, an "Indemnified Person"), against all expenses (including attorneys' fees), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.
Section 10.2 Advancement of Expenses.
The Corporation shall, to the fullest extent not prohibited by the DGCL or other applicable law, pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending or otherwise participating in any Proceeding in advance of its final disposition; provided, however, that, to the extent required by the DGCL, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined by final judicial decision from which there is no further right to appeal that the Indemnified Person is not entitled to be indemnified under this Article X or otherwise.
Section 10.3 Insurance.
The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.
Section 10.4 Contract Right; Non-Exclusivity.
The right to indemnification and advancement of expenses conferred in this Article X shall be a contract right and shall not be deemed exclusive of any other right to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders, vote of disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.
Section 10.5 Amendment.
Any amendment, repeal, or modification of this Article X by the stockholders of the Corporation shall not adversely affect any right or protection of any Indemnified Person existing at the time of such amendment, repeal, or modification with respect to acts or omissions occurring prior to such amendment, repeal, or modification.
ARTICLE XI
CORPORATE OPPORTUNITIES
To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision thereto), the Corporation hereby renounces and waives any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to or become known to any of the following persons: (a) Pinnacle BioVentures Fund II LP and its affiliates, partners, members, directors, officers, employees, stockholders, and agents (collectively, the "Pinnacle Affiliates"); (b) Cobalt Ventures LP and its affiliates, partners, members, directors, officers, employees, stockholders, and agents (collectively, the "Cobalt Affiliates"); and (c) any director of the Corporation who is designated by or affiliated with any of the Pinnacle Affiliates or the Cobalt Affiliates, including the Series A Director and the Series B Director (such directors, collectively, the "Investor Directors"), in each case in their respective capacities as investors, partners, members, directors, officers, employees, stockholders, or agents of, or advisors to, any of the Pinnacle Affiliates or the Cobalt Affiliates, as the case may be (each such business opportunity, an "Excluded Opportunity").
The Corporation agrees that no Investor Director, Pinnacle Affiliate, or Cobalt Affiliate shall have any duty to communicate or present any Excluded Opportunity to the Corporation, and none of the foregoing persons shall be liable to the Corporation or any of its stockholders for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such person pursues, acquires, or participates in such Excluded Opportunity, directs such Excluded Opportunity to another person or entity, or fails to present such Excluded Opportunity, or information regarding such Excluded Opportunity, to the Corporation.
Notwithstanding the foregoing, the Corporation does not renounce any interest or expectancy it may have in any business opportunity that is expressly offered to an Investor Director solely in his or her capacity as a director of the Corporation (and not in any other capacity), where such opportunity relates directly to the Corporation's line of business and is one that the Corporation is financially able to undertake and that is, from its nature, in th