ESCROW AGREEMENT
Dated as of September 5, 2025
among
HELIOGRAPH THERAPEUTICS, INC. a Delaware corporation (the "Company")
COBALT VENTURES LP a Delaware limited partnership (the "Investor")
and
GRANITE TRUST COMPANY, N.A. a national banking association (the "Escrow Agent")
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of September 5, 2025 (the "Closing Date"), by and among Heliograph Therapeutics, Inc., a Delaware corporation (the "Company"), Cobalt Ventures LP, a Delaware limited partnership (the "Investor"), and Granite Trust Company, N.A., a national banking association (the "Escrow Agent"). The Company, the Investor, and the Escrow Agent are referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company and the Investor have entered into that certain Series B Preferred Stock Purchase Agreement, dated as of August 15, 2025 (the "Purchase Agreement"), pursuant to which the Investor is purchasing 14,414,414 shares of Series B Preferred Stock of the Company (the "Shares") at a price of $1.3875 per share, for an aggregate purchase price of Twenty Million Dollars ($20,000,000.00);
WHEREAS, as a condition to the closing of the transactions contemplated by the Purchase Agreement, the Parties have agreed that One Million Dollars ($1,000,000.00), representing five percent (5%) of the aggregate purchase price of Twenty Million Dollars ($20,000,000.00), shall be deposited with the Escrow Agent to secure the Company's indemnification obligations under Article IX of the Purchase Agreement;
WHEREAS, the Escrow Agent has agreed to accept, hold, invest, and disburse the escrowed funds deposited with it in accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 Defined Terms.
As used in this Agreement, the following terms shall have the following meanings:
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.
"Claim Notice" means a written notice delivered by the Investor to the Escrow Agent and the Company asserting a claim against the Escrow Fund in accordance with Section 4.1(a), substantially in the form attached hereto as Exhibit B, specifying in reasonable detail the nature and amount of the claimed Losses.
"Closing Date" means September 5, 2025.
"Company" means Heliograph Therapeutics, Inc., a Delaware corporation, with its principal office at 4800 Biopark Drive, Building C, Suite 200, Durham, NC 27709.
"Company Representative" means Dr. Priya Anand, Chief Executive Officer of the Company, or such other person as may be designated in writing by the Company from time to time in accordance with Section 10.1 hereof, with notice thereof delivered to the Escrow Agent and the Investor.
"Dispute Notice" means a written notice delivered by the Company to the Escrow Agent and the Investor objecting to all or any portion of a Claim Notice in accordance with Section 4.1(b), substantially in the form attached hereto as Exhibit C.
"Escrow Account" has the meaning set forth in Section 2.2.
"Escrow Agent" means Granite Trust Company, N.A., a national banking association, with offices at 300 Park Avenue, 12th Floor, New York, NY 10022, and its successors and assigns hereunder.
"Escrow Fund" means the aggregate amount deposited with the Escrow Agent pursuant to Section 2.1 hereof, together with all interest, earnings, dividends, and other income earned thereon, less any disbursements, deductions, or losses therefrom in accordance with the terms of this Agreement.
"Escrow Period" means the period commencing on the Closing Date and ending on September 5, 2026, being twelve (12) months following the Closing Date; provided, however, that with respect to any Pending Claims outstanding as of September 5, 2026, the Escrow Period shall be extended solely with respect to the Reserve Amounts attributable to such Pending Claims as set forth in Section 4.3.
"Investor" means Cobalt Ventures LP, a Delaware limited partnership, with its principal office at 2200 Sand Hill Road, Suite 310, Menlo Park, CA 94025.
"Investor Representative" means Dr. Elena Marchetti, Managing Partner of Cobalt Ventures Management LLC, the general partner of the Investor, or such other person as may be designated in writing by the Investor from time to time in accordance with Section 10.1 hereof, with notice thereof delivered to the Escrow Agent and the Company.
"Joint Written Instructions" means written instructions signed by both the Company Representative and the Investor Representative and delivered to the Escrow Agent in accordance with the notice provisions of Section 10.1, substantially in the form attached hereto as Exhibit D.
"Losses" has the meaning ascribed to such term in the Purchase Agreement and, for the avoidance of doubt, includes any damages, losses, claims, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or relating to any breach of the representations, warranties, covenants, or agreements set forth in the Purchase Agreement.
"Negotiation Period" has the meaning set forth in Section 4.1(c).
"Pending Claim" means any Claim Notice that has been duly delivered to the Escrow Agent and the Company prior to the expiration of the Escrow Period and that, as of the Release Date, has not been finally resolved, released, withdrawn, or otherwise disposed of in accordance with the terms of this Agreement.
"Permitted Investments" has the meaning set forth in Section 3.2.
"Purchase Agreement" means the Series B Preferred Stock Purchase Agreement, dated as of August 15, 2025, by and between the Company and the Investor, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.
"Release Date" means September 5, 2026, being the date that is twelve (12) months following the Closing Date.
"Reserve Amount" has the meaning set forth in Section 4.3(a).
Section 1.2 Rules of Construction.
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement, unless otherwise specified; (e) the word "including" and words of similar import mean "including, without limitation," unless otherwise specified; (f) the word "or" is disjunctive but not necessarily exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, or replacing the statute or regulation; (i) the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party; and (j) all section headings and captions in this Agreement are for convenience of reference only and shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning, or intent of the provisions of this Agreement.
ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT
Section 2.1 Deposit of Escrow Fund.
On the Closing Date, the Investor shall cause One Million Dollars ($1,000,000.00) (the "Initial Deposit") to be deposited by wire transfer of immediately available funds with the Escrow Agent, in accordance with the wire transfer instructions set forth on Exhibit A-1 attached hereto. The Initial Deposit constitutes a portion of the aggregate purchase price of Twenty Million Dollars ($20,000,000.00) payable by the Investor under the Purchase Agreement in respect of the Shares; the remaining Nineteen Million Dollars ($19,000,000.00) of the aggregate purchase price shall be paid directly to the Company at the closing of the transactions contemplated by the Purchase Agreement. The Escrow Agent hereby acknowledges that it shall acknowledge receipt of the Initial Deposit promptly upon confirmation of the completed wire transfer and shall confirm such receipt in writing (which may be by electronic mail) to the Company Representative and the Investor Representative within one (1) Business Day following the Closing Date.
Section 2.2 Escrow Account.
The Escrow Agent shall hold the Escrow Fund in a segregated escrow account established and maintained at Granite Trust Company, N.A. (the "Escrow Account"), which Escrow Account shall be designated: "Heliograph Therapeutics / Cobalt Ventures Escrow Account." The Escrow Agent shall maintain the Escrow Account separate and apart from its general assets and from any other funds or accounts held by the Escrow Agent. The Escrow Fund shall not be subject to any lien, attachment, levy, garnishment, trustee process, or any other judicial process of any creditor of any Party hereto. The Escrow Agent shall hold the Escrow Fund as a non-interested stakeholder and shall not have any beneficial interest, right, title, or claim in or to any portion of the Escrow Fund, except for the right to deduct its fees and expenses therefrom in accordance with Section 6.3 hereof. No Party shall grant, or purport to grant, any security interest in or lien upon the Escrow Fund or any portion thereof without the prior written consent of the other Parties.
Section 2.3 Title to Escrow Fund.
Beneficial ownership of the Escrow Fund shall remain with the Investor until such time as portions of the Escrow Fund are distributed to the Company in satisfaction of valid indemnification claims in accordance with the terms hereof or returned to the Investor in accordance with the terms hereof. Upon any disbursement from the Escrow Fund to the Company pursuant to Article IV, beneficial ownership of the amount so disbursed shall transfer to the Company effective as of the date of such disbursement. For United States federal and applicable state and local income tax purposes, the Investor shall be treated as the owner of the Escrow Fund (and all earnings thereon) until such time as amounts are disbursed from the Escrow Fund. The Escrow Agent shall report all income earned on the Escrow Fund to the Internal Revenue Service (the "IRS") on IRS Form 1099 (or any successor or substitute form) under the Investor's taxpayer identification number (Employer Identification Number: 85-4023176). The Parties acknowledge and agree that the tax treatment described in this Section 2.3 is consistent with Revenue Procedure 2005-34 and the Treasury Regulations applicable to escrow accounts.
ARTICLE III — INVESTMENT OF ESCROW FUND
Section 3.1 Investment Instruction.
The Escrow Agent shall invest and reinvest the Escrow Fund (including all earnings thereon) in one or more of the Permitted Investments described in Section 3.2, as directed by Joint Written Instructions delivered to the Escrow Agent. In the absence of Joint Written Instructions specifying the manner of investment, the Escrow Agent shall invest the Escrow Fund in the default investment specified in Section 3.2(a). The Escrow Agent shall not be liable for any loss of principal or income resulting from any investment made in accordance with this Article III, except to the extent that such loss is directly caused by the Escrow Agent's gross negligence, fraud, or willful misconduct. The Parties acknowledge that the Escrow Agent is not providing investment advice or acting in a fiduciary capacity with respect to the investment of the Escrow Fund, and the selection of investments pursuant to Joint Written Instructions shall be the sole responsibility of the Company and the Investor.
Section 3.2 Permitted Investments.
The following investments shall constitute "Permitted Investments" for purposes of this Agreement:
(a) Default Investment. Money market deposit accounts maintained at Granite Trust Company, N.A. (or any successor institution thereto), or shares of a money market mutual fund that invests primarily in obligations issued or guaranteed by the United States of America or any agency or instrumentality thereof and that is rated at least AAAm (or the equivalent) by Standard & Poor's Ratings Services, a division of S&P Global Inc., or any successor thereto, or by another nationally recognized statistical rating organization.
(b) Alternative Investments (upon Joint Written Instructions). Upon receipt of Joint Written Instructions directing the Escrow Agent to invest in one or more of the following categories, the Escrow Agent shall invest the Escrow Fund (or the portion thereof specified in such instructions) in:
(i) direct obligations of, or obligations the timely payment of principal and interest on which are unconditionally guaranteed by, the United States of America, having a maturity date not more than ninety (90) days from the date of acquisition;
(ii) certificates of deposit issued by Granite Trust Company, N.A. (or any successor institution thereto), having a maturity date not more than ninety (90) days from the date of issuance; or
(iii) commercial paper issued by any corporation organized under the laws of any state of the United States of America or the District of Columbia and rated at least A-1 by Standard & Poor's Ratings Services (or the equivalent) and at least P-1 by Moody's Investors Service, Inc. (or the equivalent), in each case having a maturity date not more than ninety (90) days from the date of acquisition.
(c) No Liability for Investment Losses. The Escrow Agent shall have no liability for any loss of principal or diminution in value of the Escrow Fund resulting from any Permitted Investment, including any loss arising from market fluctuations, default of the issuer, or other credit events, except to the extent that such loss is directly caused by the Escrow Agent's gross negligence, fraud, or willful misconduct. The Parties acknowledge that the Escrow Fund may earn minimal or no interest depending on prevailing market conditions and that the Escrow Agent does not guarantee any particular rate of return on Permitted Investments.
Section 3.3 Income and Earnings.
All interest, dividends, income, and other earnings on the Escrow Fund shall be added to, and shall become a part of, the Escrow Fund, and shall be held, invested, and disbursed in accordance with the terms of this Agreement. The Investor shall be solely responsible for the payment of any and all taxes, assessments, or other governmental charges imposed on or with respect to the income or earnings on the Escrow Fund. The Company and the Investor shall each provide to the Escrow Agent a completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or such applicable substitute or successor form as may be required, prior to or on the Closing Date. Copies of such completed forms shall be attached to this Agreement as Exhibit E. In the event that either the Company or the Investor fails to provide a completed IRS Form W-9 (or applicable substitute), the Escrow Agent shall be entitled to withhold from any disbursement to such Party such amounts as are required by applicable law, and the Escrow Agent shall have no liability to any Party for any such withholding.
ARTICLE IV — CLAIMS; DISBURSEMENT; RELEASE
Section 4.1 Claim Procedures.
(a) Claim Notice. At any time during the Escrow Period (and, with respect to Pending Claims, at any time until the final resolution thereof), the Investor may deliver a Claim Notice to the Escrow Agent and the Company. Each Claim Notice shall be substantially in the form attached hereto as Exhibit B and shall specify in reasonable detail: (i) the factual basis for the indemnification claim asserted by the Investor under Article IX of the Purchase Agreement, including a description of the events, circumstances, or conditions giving rise to the claimed Losses; (ii) the specific section(s) of the Purchase Agreement that the Investor asserts have been breached or that otherwise give rise to the indemnification obligation; and (iii) the amount of Losses claimed by the Investor (or, if the amount of such Losses is not yet determinable at the time of the Claim Notice, a good faith estimate thereof, together with a statement that such amount constitutes an estimate and an explanation of the basis for such estimate). The delivery of a Claim Notice shall toll the expiration of the Escrow Period with respect to the claim described therein, and the corresponding portion of the Escrow Fund shall be retained in the Escrow Account until such claim is finally resolved in accordance with this Agreement.
(b) Dispute Notice. Within thirty (30) Business Days following receipt of a Claim Notice by the Company (the "Dispute Period"), the Company may deliver a Dispute Notice to the Escrow Agent and the Investor, objecting to all or any portion of the amount claimed in the applicable Claim Notice. Each Dispute Notice shall be substantially in the form attached hereto as Exhibit C and shall specify in reasonable detail: (i) the grounds for the Company's objection to the Claim Notice, including any facts, circumstances, or legal arguments supporting such objection; (ii) the portion of the claimed amount that is disputed by the Company (the "Disputed Amount"); and (iii) if applicable, any portion of the claimed amount that is not disputed by the Company (the "Undisputed Amount"). If the Company does not deliver a Dispute Notice to the Escrow Agent and the Investor within the thirty (30) Business Day Dispute Period, the Company shall be deemed to have accepted the Claim Notice in its entirety and to have consented to the disbursement of the full amount claimed therein from the Escrow Fund to the Investor, and the Escrow Agent shall thereupon disburse such amount to the Investor as provided in Section 4.2(a) hereof. If the Company delivers a Dispute Notice that identifies an Undisputed Amount, the Escrow Agent shall disburse the Undisputed Amount to the Investor in accordance with Section 4.2(a) and shall hold the Disputed Amount pending resolution of the dispute as provided in Section 4.1(c).
(c) Resolution of Disputed Claims. If the Company delivers a timely Dispute Notice in accordance with Section 4.1(b), the Company and the Investor shall negotiate in good faith for a period of thirty (30) days following the date on which the Investor receives the Dispute Notice (the "Negotiation Period") to resolve the dispute with respect to the Disputed Amount. During the Negotiation Period, the Escrow Agent shall take no action with respect to the Disputed Amount except as may be directed by Joint Written Instructions. If the dispute is resolved by agreement of the Company and the Investor during the Negotiation Period (or at any time thereafter), the Company and the Investor shall promptly deliver Joint Written Instructions to the Escrow Agent directing the Escrow Agent to disburse the Disputed Amount (or the applicable portion thereof) in accordance with the terms of such resolution. If the dispute is not resolved by agreement of the Company and the Investor during the Negotiation Period, either Party may submit the dispute to a court of competent jurisdiction in the State of Delaware for resolution (or, if the Purchase Agreement provides for binding arbitration of such disputes, to the arbitration forum agreed upon by the Company and the Investor in the Purchase Agreement). Pending the final resolution of any such dispute, the Escrow Agent shall continue to hold the Disputed Amount in the Escrow Account and shall not disburse the Disputed Amount except upon receipt of (i) Joint Written Instructions or (ii) a certified copy of a final, non-appealable order, judgment, or decree of a court of competent jurisdiction (or a final arbitration award, if applicable) directing disbursement of the Disputed Amount.
Section 4.2 Disbursement.
(a) Payment on Undisputed or Resolved Claims. The Escrow Agent shall disburse the applicable amount from the Escrow Fund to the Investor in each of the following circumstances:
(i) upon receipt of a Claim Notice with respect to which the Company has not delivered a timely Dispute Notice within the thirty (30) Business Day Dispute Period specified in Section 4.1(b), the Escrow Agent shall disburse the full amount claimed in such Claim Notice to the Investor promptly following the expiration of such Dispute Period;
(ii) upon receipt of Joint Written Instructions following the resolution of a disputed claim pursuant to Section 4.1(c), the Escrow Agent shall disburse the amount specified in such Joint Written Instructions to the Investor (or, if such Joint Written Instructions direct that a portion of the Disputed Amount be released to the Company, to the applicable Party as specified therein); or
(iii) upon receipt of a certified copy of a final, non-appealable order, judgment, or decree of a court of competent jurisdiction (or a final arbitration award, if applicable) directing payment from the Escrow Fund, the Escrow Agent shall disburse the amount specified therein to the party designated in such order, judgment, decree, or award.
Each disbursement under this Section 4.2(a) shall be made by wire transfer of immediately available funds to the account designated by the applicable recipient (in the case of disbursements to the Investor, as set forth on Exhibit A-2, or as otherwise specified in writing by the Investor Representative; in the case of disbursements to the Company, as set forth on Exhibit A-3, or as otherwise specified in writing by the Company Representative), within three (3) Business Days following the occurrence of the applicable triggering event described in clauses (i), (ii), or (iii) above.
(b) Limitation. The aggregate amount disbursed from the Escrow Fund to the Investor pursuant to this Article IV shall not exceed the balance of the Escrow Fund at the time of each disbursement. In no event shall the Escrow Agent be required to disburse amounts in excess of the then-current balance of the Escrow Fund. The Parties acknowledge and agree that the Escrow Fund is not the exclusive remedy for Losses under the Purchase Agreement, and that the indemnification obligations of the Company under the Purchase Agreement are subject to, and limited by, the terms and conditions thereof, including the indemnification cap of Five Million Dollars ($5,000,000.00) set forth in the Purchase Agreement. Claims based upon or arising from fraud or willful misconduct of the Company are not subject to the escrow or cap limitations, as more fully described in the Purchase Agreement. In addition, the indemnification basket (deductible) of Two Hundred Thousand Dollars ($200,000.00) set forth in the Purchase Agreement shall apply as a threshold before any disbursements are made from the Escrow Fund; provided, however, that once the aggregate Losses sustained by the Investor exceed Two Hundred Thousand Dollars ($200,000.00) (which basket shall operate as a "tipping basket"), recovery shall be available from dollar one of Losses, all as more particularly set forth in the Purchase Agreement.
Section 4.3 Release of Escrow Fund.
(a) Scheduled Release. On the Release Date (September 5, 2026), the Escrow Agent shall release and disburse to the Company the entire balance of the Escrow Fund then remaining in the Escrow Account, minus any amounts subject to then-outstanding Pending Claims. At least five (5) Business Days prior to the Release Date, the Investor shall deliver to the Escrow Agent and the Company either (i) a written confirmation that no Pending Claims exist as of such date, in which case the Escrow Agent shall release the entire Escrow Fund balance to the Company on the Release Date, or (ii) a written notice identifying each Pending Claim outstanding as of such date, specifying the amount reserved with respect to each such Pending Claim (each, a "Reserve Amount"), and directing the Escrow Agent to retain in the Escrow Account an aggregate amount equal to the sum of all Reserve Amounts. If the Escrow Agent does not receive any notice from the Investor by three (3) Business Days prior to the Release Date, the Escrow Agent shall release the entire Escrow Fund balance to the Company on the Release Date by wire transfer of immediately available funds to the account designated by the Company on Exhibit A-3 (or as otherwise specified in writing by the Company Representative). For the avoidance of doubt, disbursement to the Company on the Release Date shall be made within three (3) Business Days following the Release Date if the Release Date does not fall on a Business Day.
(b) Holdback for Pending Claims. If one or more Pending Claims exist on the Release Date, the Escrow Agent shall retain in the Escrow Account an amount equal to the aggregate Reserve Amount for all such Pending Claims and shall release the remainder of the Escrow Fund to the Company in accordance with Section 4.3(a). Following the final resolution of each Pending Claim (whether by agreement of the Parties, by Joint Written Instructions, or by a final, non-appealable order, judgment, or decree of a court of competent jurisdiction or final arbitration award), the Escrow Agent shall disburse the resolved amount within three (3) Business Days of receipt of (i) Joint Written Instructions specifying the disbursement, or (ii) a certified copy of such final, non-appealable order, judgment, decree, or award. In the case of a sustained claim, the resolved amount (or the applicable portion thereof) shall be disbursed to the Investor. In the case of a rejected or withdrawn claim, the resolved amount (or the applicable portion thereof) shall be disbursed to the Company. Upon the final resolution of all Pending Claims and the disbursement of all amounts held in the Escrow Account, the Escrow Agent shall release any remaining Escrow Fund balance to the Company, and the Escrow Account shall thereupon be terminated and closed. The Escrow Agent shall provide written confirmation to the Company and the Investor of such termination and closure within five (5) Business Days following the final disbursement.
ARTICLE V — ESCROW AGENT
Section 5.1 Duties and Obligations.
The Escrow Agent undertakes to perform only such duties as are expressly and specifically set forth in this Agreement, and no implied covenants, duties, or obligations shall be read into this Agreement against the Escrow Agent. The duties of the Escrow Agent are purely ministerial in nature, and the Escrow Agent shall have no duty to enforce any obligation of any Party to make any payment or disbursement or to direct or cause any payment or disbursement to be made, or to enforce any obligation of any Party to perform any other act. The Escrow Agent shall not be required to take any action that, in its reasonable judgment, would be contrary to applicable law, regulation, or the terms and conditions of this Agreement, or that would subject the Escrow Agent to liability unless the Escrow Agent has been furnished with an indemnity satisfactory to it in its sole discretion. The Escrow Agent acts hereunder as a stakeholder and not as an agent for the Company or the Investor, and the Escrow Agent shall not be deemed to have a fiduciary relationship with any Party to this Agreement by reason of this Agreement.
Section 5.2 Reliance.
The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any notice, instruction, request, certificate, direction, consent, waiver, receipt, affidavit, or other document or instrument that the Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper person or persons. The Escrow Agent shall not be responsible for determining the genuineness or validity of any signature, endorsement, document, or instrument delivered to it. The Escrow Agent may consult with legal counsel of its own selection in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion or advice of such counsel. The reasonable fees and expenses of such legal counsel shall be reimbursed by the Company and the Investor in accordance with Section 6.2 hereof.
Section 5.3 Liability and Indemnification of Escrow Agent.
The Escrow Agent shall not be liable for any act taken or omitted to be taken by it in good faith in accordance with the terms of this Agreement, except for its own gross negligence, fraud, or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. In no event shall the Escrow Agent be liable for any indirect, consequential, special, incidental, or punitive damages of any kind whatsoever, regardless of whether the Escrow Agent was advised or should have been aware of the possibility of such damages. The Company and the Investor, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with this Agreement, the Escrow Account, or the Escrow Fund, or the performance of, or failure to perform, the Escrow Agent's duties hereunder, except to the extent that such losses, damages, claims, liabilities, penalties, judgments, settlements, costs, or expenses are finally determined by a court of competent jurisdiction to have been directly caused by the Escrow Agent's gross negligence, fraud, or willful misconduct. The foregoing indemnification obligations shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement.
Section 5.4 Resignation and Removal.
The Escrow Agent may resign from its obligations hereunder at any time by delivering thirty (30) days' prior written notice of such resignation to the Company and the Investor. Such resignation shall not become effective until a successor escrow agent has been appointed by Joint Written Instructions and such successor escrow agent has accepted such appointment in writing. The Company and the Investor, acting jointly by Joint Written Instructions, may remove the Escrow Agent at any time, with or without cause, upon thirty (30) days' prior written notice to the Escrow Agent. A successor escrow agent shall be appointed by Joint Written Instructions delivered to the Escrow Agent and the proposed successor. If no successor escrow agent has been appointed and has accepted such appointment within sixty (60) days following the date of the Escrow Agent's notice of resignation or the date of notice of removal, as applicable, the Escrow Agent may deposit the Escrow Fund with a court of competent jurisdiction in the State of New York, County of New York, and shall thereupon be relieved and discharged of all further obligations and duties hereunder. Any such deposit shall be at the cost and expense of the Company and the Investor (shared equally).
Section 5.5 Successor Escrow Agent.
Any successor escrow agent appointed pursuant to Section 5.4 shall be a bank or trust company organized under the laws of the United States of America or any state thereof, or a national banking association, in each case having a combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000.00). Upon the appointment and written acceptance by a successor escrow agent, the Escrow Agent shall transfer the Escrow Fund and all records, documents, and instruments related thereto to such successor escrow agent, and the Escrow Agent shall thereupon be released and discharged from all further obligations, duties, and liabilities under this Agreement (other than any liabilities arising prior to such transfer). The successor escrow agent shall be bound by all of the terms and conditions of this Agreement as if such successor escrow agent were an original Party hereto.
Section 5.6 Conflicting Instructions; Interpleader.
If at any time the Escrow Agent receives or becomes aware of conflicting instructions, notices, or demands from the Company and the Investor with respect to the Escrow Fund or any portion thereof, or if the Escrow Agent is uncertain as to its duties or rights hereunder, the Escrow Agent may, in its sole and absolute discretion: (a) refrain from taking any action (other than continuing to hold the Escrow Fund in the Escrow Account and investing the same in Permitted Investments as provided in Article III) until such time as the Escrow Agent receives Joint Written Instructions or a final, non-appealable order, judgment, or decree of a court of competent jurisdiction directing the Escrow Agent to take specific action; or (b) deposit the Escrow Fund (or the disputed portion thereof) into the registry of a court of competent jurisdiction in the State of New York, County of New York, and interplead the Company and the Investor. In the event the Escrow Agent deposits the Escrow Fund or any portion thereof into a court registry and interpleads the Parties, the Escrow Agent shall be fully relieved and discharged of any further obligation hereunder with respect to the funds so deposited, and all costs, fees, and expenses of such interpleader action (including reasonable attorneys' fees of the Escrow Agent) shall be borne equally by the Company and the Investor.
ARTICLE VI — COMPENSATION AND EXPENSES
Section 6.1 Escrow Agent Fees.
As compensation for the services to be rendered by the Escrow Agent hereunder, the Company and the Investor shall pay to the Escrow Agent an annual fee of Seven Thousand Five Hundred Dollars ($7,500.00) (the "Annual Fee"). The Annual Fee shall be split equally between the Company and the Investor, with each paying Three Thousand Seven Hundred Fifty Dollars ($3,750.00). The first Annual Fee payment shall be due and payable on the Closing Date. In the event that the Escrow Period is extended beyond the initial twelve (12) month period due to the existence of Pending Claims, subsequent Annual Fee payments shall be due and payable on each anniversary of the Closing Date until the Escrow Account is terminated in accordance with the terms hereof, prorated for any partial year in which the Escrow Account is terminated prior to the anniversary date.
Section 6.2 Expenses.
In addition to the Annual Fee, the Company and the Investor shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties hereunder, including, without limitation, reasonable attorneys' fees and disbursements incurred by the Escrow Agent if the Escrow Agent reasonably deems it necessary to obtain legal counsel in connection with any question or dispute arising under this Agreement, reasonable costs of wire transfers, and reasonable costs of postage, insurance, and other similar out-of-pocket charges. Such expenses shall be split equally between the Company and the Investor (each bearing fifty percent (50%) of such expenses), unless otherwise agreed by the Company and the Investor in Joint Written Instructions delivered to the Escrow Agent. The Escrow Agent shall provide reasonable documentation of all expenses for which reimbursement is sought.
Section 6.3 Priority of Payment.
If the Annual Fee or any reimbursable expenses remain unpaid for more than thirty (30) days following delivery by the Escrow Agent of an invoice therefor to the Company and the Investor, the Escrow Agent shall be entitled to deduct such unpaid fees and unreimbursed expenses from the Escrow Fund; provided, however, that (a) the Escrow Agent shall provide at least ten (10) Business Days' prior written notice to the Company and the Investor before making any such deduction, (b) any such deduction shall reduce the Escrow Fund, and (c) any such reduction shall be deemed a pro rata reduction of the Company's and the Investor's respective interests in the Escrow Fund (to the extent each Party is responsible for such fees and expenses). The rights of the Escrow Agent under this Section 6.3 shall constitute a first priority lien on the Escrow Fund to the extent of unpaid fees and unreimbursed expenses.
ARTICLE VII — TAX MATTERS
Section 7.1 Tax Reporting.
For United States federal income tax purposes and for purposes of applicable state and local income tax laws, the Investor shall be treated as the owner of the Escrow Fund and all income earned thereon until such time as amounts are disbursed from the Escrow Fund. The Escrow Agent shall report all interest, dividends, and other income earned on the Escrow Fund under the Investor's taxpayer identification number (Employer Identification Number: 85-4023176) and shall issue all applicable IRS Forms 1099 (or successor or substitute forms) to the Investor in accordance with applicable law and regulations. The Company's taxpayer identification number (Employer Identification Number: 87-1654329) is provided herein for informational purposes and shall be used by the Escrow Agent solely for reporting purposes in the event any portion of the Escrow Fund is disbursed to the Company. The Escrow Agent shall file all required information returns, including IRS Form 1099-INT and IRS Form 1099-B (if applicable), with the IRS and shall furnish copies thereof to the Investor (and, with respect to any amounts reported under the Company's taxpayer identification number, to the Company) on a timely basis.
Section 7.2 Tax Obligations.
The Investor shall be solely responsible for the payment of any and all taxes, assessments, and other governmental charges that may be imposed on or payable with respect to the income earned on the Escrow Fund, including any federal, state, or local income taxes, and neither the Company nor the Escrow Agent shall have any liability therefor. Neither the Company nor the Escrow Agent makes any representation or warranty to the Investor regarding the tax treatment of the Escrow Fund or any income earned thereon, and the Investor is advised to consult with its own tax advisors regarding the tax consequences of this Agreement and the transactions contemplated hereby.
Section 7.3 Withholding.
The Escrow Agent shall be entitled to deduct and withhold from any disbursement made from the Escrow Fund such amounts as may be required to be deducted and withheld under applicable federal, state, local, or foreign tax law, rule, or regulation. Any amounts so withheld shall be treated for all purposes of this Agreement as having been disbursed to the Party in respect of which such deduction and withholding was made. Each Party shall provide to the Escrow Agent a completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or such applicable substitute or successor form as may be required, on or prior to the Closing Date and at such other times as the Escrow Agent may reasonably request. In the event that any Party fails to provide a completed IRS Form W-9 (or applicable substitute) when required, the Escrow Agent shall be entitled to apply backup withholding at the rate prescribed by applicable law to any disbursement made to such Party.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES
Section 8.1 Representations and Warranties of the Company.
The Company hereby represents and warrants to the Investor and the Escrow Agent as follows:
(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware File Number 5923417.
(b) Power and Authority. The Company has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement.
(c) Authorization. The execution and delivery of this Agreement by the Company, and the performance by the Company of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of the Company, including by a resolution of the Board of Directors of the Company duly adopted on August 8, 2025, and no further corporate action on the part of the Company or its stockholders is necessary to authorize the execution, delivery, and performance of this Agreement.
(d) Enforceability. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) No Conflict. The execution, delivery, and performance of this Agreement by the Company does not and will not (i) violate or conflict with the certificate of incorporation or bylaws of the Company, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to the Company, or (iii) result in a breach of, or constitute a default under, any material agreement, contract, or instrument to which the Company is a party or by which it is bound.
Section 8.2 Representations and Warranties of the Investor.
The Investor hereby represents and warrants to the Company and the Escrow Agent as follows:
(a) Organization and Good Standing. The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware File Number 6178203.
(b) Power and Authority. The Investor has full partnership power and authority to execute, deliver, and perform its obligations under this Agreement. Cobalt Ventures Management LLC, a Delaware limited liability company, serves as the general partner of the Investor and has full power and authority to act on behalf of the Investor in connection with this Agreement.
(c) Authorization. The execution and delivery of this Agreement by the Investor, and the performance by the Investor of its obligations hereunder, have been duly authorized by all necessary partnership action on the part of the Investor, including the approval of Cobalt Ventures Management LLC, as general partner of the Investor, and no further partnership action is required.
(d) Enforceability. This Agreement has been duly executed and delivered by the Investor and constitutes the legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) No Conflict. The execution, delivery, and performance of this Agreement by the Investor does not and will not (i) violate or conflict with the certificate of limited partnership or the limited partnership agreement of the Investor, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to the Investor, or (iii) result in a breach of, or constitute a default under, any material agreement, contract, or instrument to which the Investor is a party or by which it is bound.
Section 8.3 Representations and Warranties of the Escrow Agent.
The Escrow Agent hereby represents and warrants to the Company and the Investor as follows:
(a) Organization and Good Standing. The Escrow Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America.
(b) Power and Authority. The Escrow Agent has full power and authority to execute, deliver, and perform its obligations under this Agreement.
(c) Authorization. The execution and delivery of this Agreement by the Escrow Agent, and the performance by the Escrow Agent of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of the Escrow Agent.
(d) Enforceability. This Agreement has been duly executed and delivered by the Escrow Agent and constitutes the legal, valid, and binding obligation of the Escrow Agent, enforceable against the Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) No Conflict. The execution, delivery, and performance of this Agreement by the Escrow Agent does not and will not (i) violate or conflict with the charter or bylaws of the Escrow Agent, or (ii) violate any law, rule, regulation, order, judgment, or decree applicable to the Escrow Agent.
ARTICLE IX — TERMINATION
Section 9.1 Termination.
This Agreement shall terminate upon the later of: (a) the Release Date (September 5, 2026) and the disbursement of the entire remaining balance of the Escrow Fund to the Company or the Investor (or both), as applicable, in accordance with the terms of this Agreement; or (b) the final resolution of all Pending Claims outstanding as of the Release Date and the disbursement of all remaining amounts held in the Escrow Account in accordance with Section 4.3(b). Upon termination, the Escrow Agent shall close the Escrow Account and shall have no further obligations or duties under this Agreement, except as expressly provided in Section 9.2. Notwithstanding the foregoing, termination of this Agreement shall not release any Party from any liability for any breach of this Agreement occurring prior to such termination and shall not affect any rights or obligations that have accrued prior to such termination, including the obligation of the Company and the Investor to pay or reimburse the Escrow Agent for any fees and expenses accrued but unpaid as of the date of termination and the indemnification obligations of the Company and the Investor under Section 5.3.
Section 9.2 Survival.
The provisions of Section 5.3 (Liability and Indemnification of Escrow Agent), Sections 7.1, 7.2, and 7.3 (Tax Matters), and Section 10.9 (Governing Law) shall survive the termination of this Agreement and shall continue in full force and effect notwithstanding such termination. The obligations of the Company and the Investor to pay fees and expenses of the Escrow Agent under Article VI that have accrued prior to termination shall also survive the termination of this Agreement.
ARTICLE X — MISCELLANEOUS PROVISIONS
Section 10.1 Notices.
All notices, requests, demands, claims, consents, Claim Notices, Dispute Notices, Joint Written Instructions, and other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be delivered by (a) personal delivery, (b) nationally recognized overnight courier service (with tracking capability), or (c) electronic mail (with confirmation of transmission and receipt), addressed as follows:
If to the Company:
Heliograph Therapeutics, Inc. 4800 Biopark Drive, Building C, Suite 200 Durham, NC 27709
Attention: Dr. Priya Anand, Chief Executive Officer
Email: panand@heliographtx.com
with a copy to (which shall not constitute notice):
Breck Alderman & Yost LLP 200 West Main Street, Suite 900 Durham, NC 27701
Attention: Catherine Forsythe
Email: cforsythe@breckaldy.com
If to the Investor:
Cobalt Ventures LP 2200 Sand Hill Road, Suite 310 Menlo Park, CA 94025
Attention: Dr. Elena Marchetti, Managing Partner
Email: emarchetti@cobaltventures.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 555 California Street, Suite 3200 San Francisco, CA 94104
Attention: Beatrice Holloway
Email: bholloway@calderwoodharkness.com
If to the Escrow Agent:
Granite Trust Company, N.A. 300 Park Avenue, 12th Floor New York, NY 10022
Attention: Lisa Drummond, Vice President, Corporate Trust Services
Email: ldrummond@granitetrust.com
Any notice delivered by personal delivery shall be deemed to have been given and received on the date of such delivery (or, if delivered after 5:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day, on the next succeeding Business Day). Any notice delivered by overnight courier shall be deemed to have been given and received on the next Business Day following deposit with such courier. Any notice delivered by electronic mail shall be deemed to have been given and received at the time of transmission (or, if transmitted after 5:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day, on the next succeeding Business Day); provided that such electronic mail is followed within two (2) Business Days by delivery of a copy by personal delivery or overnight courier. Any Party may change its address for notice purposes by delivering written notice of such change to all other Parties in accordance with this Section 10.1.
Section 10.2 Amendments and Waivers.
No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all three Parties hereto. No waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the Party against whom enforcement of such waiver is sought. No waiver of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default. The failure of any Party to exercise any right or remedy under this Agreement shall not be construed as a waiver of such right or remedy.
Section 10.3 Assignment.
None of the Parties may assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of the other Parties hereto, and any attempted assignment, transfer, or delegation without such consent shall be null and void and of no force or effect; provided, however, that (a) the Investor may assign its rights and obligations hereunder to a successor fund managed by Cobalt Ventures Management LLC without the consent of the other Parties, upon written notice to the Company and the Escrow Agent, and (b) the Escrow Agent may be replaced by a successor escrow agent as provided in Section 5.4. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
Section 10.4 Entire Agreement.
This Agreement, together with the Purchase Agreement and the exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter. No Party has relied on any representation, warranty, or agreement not expressly set forth in this Agreement in entering into this Agreement.
Section 10.5 Severability.
If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 10.6 Counterparts; Electronic Signatures.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of an original executed counterpart of this Agreement. Electronic signatures complying with the federal ESIGN Act of 2000 or applicable state law (including the Uniform Electronic Transactions Act) shall be deemed original signatures for all purposes of this Agreement.
Section 10.7 No Third-Party Beneficiaries.
Except as expressly set forth in Section 5.3 hereof with respect to the Escrow Agent Indemnified Parties, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties hereto (and their respective successors and permitted assigns) any rights, remedies, obligations, or liabilities under or by reason of this Agreement.
Section 10.8 Headings.
The article, section, and subsection headings and captions contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of any of the provisions of this Agreement.
Section 10.9 Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 10.10 Jurisdiction; Venue; Waiver of Jury Trial.
Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware) and (b) the United States District Court for the District of Delaware, and any appellate courts from any of the foregoing, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action or proceeding may be served on any Party anywhere in the world. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 10.11 Relationship to Purchase Agreement.
This Agreement is entered into in connection with, and pursuant to the terms of, the Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement with respect to the Escrow Fund, the Escrow Account, or the procedures for deposit, investment, claim, disbursement, or release of the Escrow Fund, the terms and provisions of this Agreement shall control and govern. Nothing in this Agreement shall be construed to expand, limit, modify, or otherwise alter the indemnification obligations of the Company or the rights of the Investor set forth in the Purchase Agreement, including the indemnification cap of Five Million Dollars ($5,000,000.00), the indemnification basket (tipping basket) of Two Hundred Thousand Dollars ($200,000.00), and the carve-out for fraud and willful misconduct, all as more particularly set forth in the Purchase Agreement.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, each of the Parties has caused this Escrow Agreement to be duly executed and delivered as of the date first written above.
HELIOGRAPH THERAPEUTICS, INC.
By: ________
Name: Dr. Priya Anand
Title: Chief Executive Officer
COBALT VENTURES LP
By: Cobalt Ventures Management LLC, its General Partner
By: ________
Name: Dr. Elena Marchetti
Title: Managing Partner
GRANITE TRUST COMPANY, N.A.
By: ________
Name: Lisa Drummond
Title: Vice President, Corporate Trust Services
EXHIBIT A
WIRE INSTRUCTIONS
A-1: Escrow Agent Wire Instructions (for Initial Deposit)
Bank: Granite Trust Company, N.A. Address: 300 Park Avenue, 12th Floor, New York, NY 10022 Account Name: Heliograph Therapeutics / Cobalt Ventures Escrow Account ABA Routing Number: 021-084-153 Account Number: 7830-4421-0056 Reference: Cobalt / Heliograph Series B Escrow SWIFT Code (if applicable): GRNTUS33
A-2: Investor Wire Instructions (for Disbursements to the Investor)
Bank: Penmark Commerce Bank Address: 3003 Tasman Drive, Santa Clara, CA 95054 Account Name: Cobalt Ventures LP ABA Routing Number: 121-140-399 Account Number: 3301-8847-2295 Reference: CVF3-HTX-2025 SWIFT Code (if applicable): SVBKUS6S
Note: The Investor Representative may update these wire instructions by delivering written notice to the Escrow Agent and the Company in accordance with Section 10.1 of the Agreement.
A-3: Company Wire Instructions (for Release to the Company)
Bank: To be provided by Heliograph Therapeutics, Inc. at least five (5) Business Days before the Release Date Account Name: Heliograph Therapeutics, Inc. ABA Routing Number: To be provided Account Number: To be provided Reference: Series B Escrow Release
Note: The Company Representative shall deliver completed wire instructions to the Escrow Agent and the Investor no later than five (5) Business Days prior to the Release Date. The Company Representative may update these wire instructions by delivering written notice to the Escrow Agent and the Investor in accordance with Section 10.1 of the Agreement.