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INVESTORS' RIGHTS AGREEMENT

Heliograph Therapeutics, Inc.

August 15, 2025

among

Heliograph Therapeutics, Inc.

Cobalt Ventures LP

Pinnacle BioVentures Fund II LP

and

Lakeshore Health Innovation Fund LP

INVESTORS' RIGHTS AGREEMENT

CONFIDENTIAL TREATMENT REQUESTED

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INVESTORS' RIGHTS AGREEMENT

This Investors' Rights Agreement (this "Agreement") is entered into as of August 15, 2025, by and among:

(i) Heliograph Therapeutics, Inc., a Delaware corporation (the "Company"), with its principal offices at 4800 Biopark Drive, Building C, Suite 200, Durham, NC 27709;

(ii) Cobalt Ventures LP, a Delaware limited partnership ("Cobalt"), with its principal offices at 2200 Sand Hill Road, Suite 310, Menlo Park, CA 94025;

(iii) Pinnacle BioVentures Fund II LP, a Delaware limited partnership ("Pinnacle"), with its principal offices at 101 Federal Street, Suite 2600, Boston, MA 02110; and

(iv) Lakeshore Health Innovation Fund LP, a Delaware limited partnership ("Lakeshore"), with its principal offices at 77 West Wacker Drive, Suite 4100, Chicago, IL 60601.

Cobalt, Pinnacle, and Lakeshore are referred to herein collectively as the "Investors" and each individually as an "Investor." Cobalt is referred to herein as the "Series B Investor." Pinnacle and Lakeshore are referred to herein collectively as the "Series A Investors."

RECITALS

WHEREAS, the Company is a Delaware corporation engaged in the research and development of gene-therapy treatments for inherited retinal diseases and related conditions, including its lead product candidate HT-201, an adeno-associated virus serotype 5 (AAV5)-based gene therapy for Leber congenital amaurosis type 10 (LCA10);

WHEREAS, the Company has entered into that certain Series B Preferred Stock Purchase Agreement dated as of August 15, 2025 (the "Purchase Agreement"), with Cobalt, pursuant to which the Company has agreed to sell, and Cobalt has agreed to purchase, 14,414,414 shares of the Company's Series B Preferred Stock, par value $0.0001 per share, at a price of $1.3875 per share, for an aggregate purchase price of Twenty Million Dollars ($20,000,000.00);

WHEREAS, Pinnacle and Lakeshore are existing holders of the Company's Series A Preferred Stock, par value $0.0001 per share, having acquired an aggregate of 15,000,000 shares of Series A Preferred Stock pursuant to that certain Series A Preferred Stock Purchase Agreement dated as of September 12, 2022 (the "Series A Purchase Agreement"), with Pinnacle holding 10,000,000 shares of Series A Preferred Stock and Lakeshore holding 5,000,000 shares of Series A Preferred Stock;

WHEREAS, as a condition and inducement to Cobalt's obligations under the Purchase Agreement, and in consideration of Cobalt's investment in the Company, the Company and the Investors are entering into this Agreement to provide for certain registration rights, information rights, pro rata participation rights, and other rights and obligations as more fully set forth herein; and

WHEREAS, this Agreement amends, restates, and supersedes in its entirety any prior investors' rights agreement among the Company and any of the Series A Investors, including without limitation that certain Investors' Rights Agreement dated as of September 12, 2022, by and among the Company, Pinnacle, and Lakeshore.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE 1: DEFINITIONS

Section 1.1 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Board" means the Board of Directors of the Company.

"Common Stock" means the common stock, par value $0.0001 per share, of the Company.

"Company" means Heliograph Therapeutics, Inc., a Delaware corporation, and any successor entity thereto.

"Damages" means any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, expert witness fees, court costs, and all other reasonable out-of-pocket expenses incurred in investigating, preparing for, or defending any action, suit, proceeding, or investigation, whether or not in connection with pending or threatened litigation in which any indemnified party is a party).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time to time, or any successor statute.

"Excluded Registration" means (a) a registration relating solely to the sale of securities to participants in a Company equity incentive plan or employee benefit plan, including a registration on Form S-8 (or any successor form thereto), (b) a registration relating solely to a transaction covered by Rule 145 under the Securities Act (or any successor rule thereto), including a registration on Form S-4 (or any successor form thereto), (c) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, and (d) a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or any successor rule thereto).

"Form S-1" means a registration statement on Form S-1 under the Securities Act, or any successor form thereto adopted by the SEC.

"Form S-3" means a registration statement on Form S-3 under the Securities Act, or any successor form thereto adopted by the SEC, that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

"Holder" or "Holders" means any Investor holding Registrable Securities or any permitted transferee or assignee of such Investor who holds Registrable Securities and has become a party to this Agreement in accordance with Section 2.11 hereof.

"Immediate Family Member" means, with respect to any natural person, such person's spouse, domestic partner, parents, children (natural or adopted), siblings, grandchildren, and any other dependents residing in such person's household.

"Initiating Holders" means the Holders of at least a majority of the Registrable Securities then outstanding who initiate a request for a Demand Registration pursuant to Section 2.1 hereof.

"IPO" means the Company's first underwritten public offering of its Common Stock under the Securities Act, registered on Form S-1 (or any successor form thereto), resulting in the listing of the Common Stock on a national securities exchange.

"Key Holder" means each of (a) Dr. Priya Anand and (b) Dr. Marcus Ellington, and their respective Immediate Family Members and permitted transferees who hold shares of Common Stock and have agreed in writing to be bound by Section 2.13 of this Agreement.

"Major Investor" means any Investor that, together with its Affiliates, holds at least 2,000,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar transactions occurring after the date hereof). As of the date of this Agreement, each of Cobalt (holding 14,414,414 shares of Series B Preferred Stock on an as-converted basis), Pinnacle (holding 10,000,000 shares of Series A Preferred Stock on an as-converted basis), and Lakeshore (holding 5,000,000 shares of Series A Preferred Stock on an as-converted basis) qualifies as a Major Investor.

"New Securities" has the meaning set forth in Section 4.1 hereof.

"Person" means any individual, corporation, partnership, limited liability company, trust, association, joint venture, governmental authority, or other entity of any kind or nature.

"Preferred Stock" means, collectively, the Series A Preferred Stock and the Series B Preferred Stock.

"Pro Rata Share" has the meaning set forth in Section 4.2(b) hereof.

"Purchase Agreement" means the Series B Preferred Stock Purchase Agreement dated as of August 15, 2025, by and between the Company and Cobalt.

"Registrable Securities" means (i) the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock and the Series B Preferred Stock, and (ii) any shares of Common Stock issued or issuable as a dividend or other distribution with respect to, or in exchange for, or in replacement of, shares referenced in clause (i) above; provided, however, that shares of Common Stock shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such shares has been declared effective under the Securities Act and such shares have been disposed of in accordance with such effective registration statement, (B) such shares have been sold pursuant to Rule 144 promulgated under the Securities Act (or any successor rule thereto) after the Company has become subject to the reporting requirements of the Exchange Act, or (C) such shares are eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for current public information with respect to the Company.

"Registration Expenses" means all expenses incurred by the Company in complying with Sections 2.1, 2.2, and 2.3 hereof, including all registration and filing fees (including SEC filing fees and fees payable to state securities authorities), printing expenses, fees and disbursements of the Company's counsel (currently Breck Alderman & Yost LLP), fees and expenses of the Company's independent auditor (currently Whitmore & Kassidy LLP) incurred in connection with any registration, securities exchange listing fees, the fees and expenses of any special experts retained by the Company in connection with such registration, and blue sky fees and expenses; provided, however, that Registration Expenses shall not include Selling Expenses.

"Restated Certificate" means the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware in connection with the closing of the transactions contemplated by the Purchase Agreement.

"SEC" means the United States Securities and Exchange Commission, or any successor governmental agency performing the same or similar functions.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time, or any successor statute.

"Selling Expenses" means all underwriting discounts, selling commissions, stock transfer taxes, and all fees and disbursements of counsel for any Holder (other than the fees and disbursements of counsel included in Registration Expenses).

"Series A Preferred Stock" means the Series A Preferred Stock, par value $0.0001 per share, of the Company, of which 15,000,000 shares are issued and outstanding as of the date hereof.

"Series B Preferred Stock" means the Series B Preferred Stock, par value $0.0001 per share, of the Company, of which 14,414,414 shares are to be issued and sold to Cobalt at the closing of the transactions contemplated by the Purchase Agreement.

Section 1.2 — Rules of Construction

Unless the context otherwise requires: (a) all references herein to Sections, Articles, Exhibits, and Schedules shall refer to the corresponding Sections of, Articles of, Exhibits to, and Schedules to this Agreement; (b) each defined term used herein has a comparable meaning when used in its plural or singular form; (c) words of any gender shall be deemed to include all genders; (d) the word "including" (and variants thereof) means "including, without limitation"; (e) the headings and titles contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement; (f) this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, as further provided in Section 6.2 hereof; (g) references to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, restated, supplemented, or modified from time to time; (h) references to "$" or "dollars" shall mean United States dollars; and (i) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect in the United States ("GAAP").

ARTICLE 2: REGISTRATION RIGHTS

Section 2.1 — Demand Registration

(a) Request for Registration. At any time after the earlier of (i) five (5) years after the date of this Agreement (that is, August 15, 2030) or (ii) one hundred eighty (180) days after the effective date of the registration statement filed in connection with the IPO, the Initiating Holders holding at least a majority of the then-outstanding Registrable Securities may request in writing that the Company effect a registration under the Securities Act covering all or any part of the Registrable Securities held by such Initiating Holders (a "Demand Registration"). Upon receipt of such written request, the Company shall (x) within ten (10) days of the date of such request, give written notice of such request (the "Demand Notice") to all other Holders, and (y) as soon as practicable, and in any event within sixty (60) days of the date of such request, file a registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and all Registrable Securities that any other Holder requested to be included in such registration by written notice received by the Company within twenty (20) days of the date of the Demand Notice.

(b) Number of Demand Registrations. The Company shall not be obligated to effect more than two (2) Demand Registrations on Form S-1 (or any equivalent long-form registration statement) in the aggregate. For purposes of this Section 2.1(b), a registration shall not be counted as a Demand Registration unless (i) it has been declared effective by the SEC and (ii) it has remained effective for the period specified in Section 2.1(f) hereof (or all Registrable Securities covered thereby have been sold prior to the expiration of such period). In addition, a registration shall not be counted as a Demand Registration if (A) after it has been declared effective, such registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental authority for any reason not attributable to the Initiating Holders, or (B) the conditions to closing specified in the applicable underwriting agreement, if any, are not satisfied or waived (other than by reason of a failure on the part of any Holder).

(c) Minimum Amount. The Company shall not be obligated to effect a Demand Registration pursuant to this Section 2.1 unless the Registrable Securities to be registered therein have an aggregate anticipated offering price to the public (net of Selling Expenses) of at least Ten Million Dollars ($10,000,000).

(d) Company Deferral Right. Notwithstanding the foregoing, if the Board determines in good faith, by resolution duly adopted, that the filing, effectiveness, or continued use of a registration statement covering Registrable Securities would be seriously detrimental to the Company or its stockholders, the Company shall have the right to defer the filing of such registration statement (or, if already filed, to suspend the use of any effective registration statement) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not exercise such deferral right more than once in any twelve (12)-month period. The Company shall promptly give written notice to the Initiating Holders of any such deferral and, upon the expiration of such deferral period, shall promptly use commercially reasonable efforts to file or cause to become effective the applicable registration statement.

(e) Underwriting. If the Initiating Holders intend to distribute all or any portion of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in their written request under Section 2.1(a). The right of any Holder to include its Registrable Securities in such underwritten offering shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting. The Company and the participating Holders shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Initiating Holders (which managing underwriter(s) shall be subject to the reasonable approval of the Company). Notwithstanding any other provision of this Section 2.1, if the managing underwriter(s) advise(s) the Initiating Holders and the Company in writing that, in the opinion of such managing underwriter(s), the number of Registrable Securities (and, if applicable, other securities requested to be included in such registration) exceeds the maximum dollar amount or maximum number of securities that can be sold in the offering without adversely affecting the marketability, proposed offering price, timing, or distribution method of the offering (the "Maximum Offering Size"), then the Company shall include in such registration:

(i) first, the Registrable Securities that the Holders have requested to be included in such registration, pro rata based on the total number of Registrable Securities held by each such Holder requesting inclusion; and

(ii) second, any other securities the Company proposes to register.

(f) Effective Period. The Company shall use commercially reasonable efforts to keep any Demand Registration effective for a period of one hundred twenty (120) days from the date on which the SEC declares such registration statement effective, or such shorter period until all Registrable Securities covered by such registration statement have been sold or withdrawn.

Section 2.2 — Piggyback Registration

(a) Notice of Piggyback Registration. If at any time the Company proposes to register any of its equity securities under the Securities Act for its own account or for the account of any of its stockholders (other than in an Excluded Registration), the Company shall, at each such time, give prompt written notice (the "Piggyback Notice") to all Holders of its intention to effect such a registration at least twenty (20) days prior to the anticipated filing date of such registration statement. The Piggyback Notice shall offer each Holder the opportunity to include in such registration such number of Registrable Securities as such Holder may request (a "Piggyback Registration"). Subject to Section 2.2(c) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the date of the Piggyback Notice.

(b) Holder Election. Each Holder desiring to include all or any part of its Registrable Securities in a Piggyback Registration shall provide written notice to the Company specifying the number of Registrable Securities such Holder wishes to include within fifteen (15) days of receipt of the Piggyback Notice. Failure of a Holder to provide such notice within such fifteen (15)-day period shall be deemed an election by such Holder not to participate in such Piggyback Registration.

(c) Underwriter Cutback. If the Piggyback Registration is an underwritten offering and the managing underwriter(s) advise(s) the Company in writing that, in the opinion of such managing underwriter(s), the number of securities (including Registrable Securities) sought to be registered exceeds the Maximum Offering Size, then the Company shall include in such Piggyback Registration:

(i) first, the securities the Company proposes to sell for its own account;

(ii) second, the Registrable Securities requested to be included in such registration by the Holders, allocated pro rata among such Holders based on the total number of Registrable Securities held by each such Holder requesting inclusion (or in such other proportions as shall mutually be agreed to by all such Holders); and

(iii) third, any other securities requested to be included in such registration by any other persons or entities, allocated among such persons or entities in such manner as the Company shall determine.

(d) Withdrawal. Any Holder that has requested inclusion of its Registrable Securities in a Piggyback Registration may withdraw such request by giving written notice to the Company and the managing underwriter(s) (if any) at least five (5) business days prior to the planned effective date of such Piggyback Registration. The Company may also, without the consent of any Holder, withdraw a Piggyback Registration prior to its effective date.

Section 2.3 — Form S-3 Registration

(a) Right. After the Company has qualified for the use of Form S-3 (or any successor form thereto) for the registration of Registrable Securities under the Securities Act, Holders of at least twenty percent (20%) of the then-outstanding Registrable Securities may request in writing that the Company effect a registration on Form S-3 (a "Form S-3 Registration") covering all or a portion of the Registrable Securities held by such requesting Holders. Upon receipt of such request, the Company shall (i) within ten (10) days of the date of such request, give written notice of such request to all other Holders, and (ii) as soon as practicable, and in any event within forty-five (45) days of the date of such request, file a registration statement on Form S-3 covering all Registrable Securities that the requesting Holders requested to be registered and all Registrable Securities that any other Holder requested to be included in such registration by written notice received by the Company within twenty (20) days of the date of such notice.

(b) Minimum Offering Size. The Company shall not be obligated to effect any Form S-3 Registration pursuant to this Section 2.3 unless the aggregate anticipated offering price of the Registrable Securities to be included therein (net of Selling Expenses) is at least Three Million Dollars ($3,000,000).

(c) Frequency. The Company shall not be obligated to effect more than two (2) Form S-3 Registrations in any twelve (12)-month period.

(d) Company Deferral. The Company shall have the same deferral right with respect to a Form S-3 Registration as is described in Section 2.1(d) hereof (that is, a deferral of not more than ninety (90) days, exercisable no more than once in any twelve (12)-month period).

Section 2.4 — Obligations of the Company

Whenever required to effect the registration of any Registrable Securities under this Article 2, the Company shall, as expeditiously as reasonably possible:

(a) Preparation and Filing. Prepare and file with the SEC a registration statement with respect to such Registrable Securities, respond diligently to any comments received from the SEC staff or any state securities authority, and use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable. Before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company shall furnish to the Holders of the Registrable Securities covered by such registration statement and their counsel copies of all documents proposed to be filed, and shall not file any such registration statement or amendment thereto or any prospectus or supplement thereto to which the Holders of a majority of the Registrable Securities covered by such registration statement shall reasonably object.

(b) Prospectus Delivery. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and the prospectus current for the period specified in Section 2.1(f) hereof (or any shorter applicable period), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period.

(c) State Securities Law Qualification. Use commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of the Registrable Securities being registered may reasonably request, up to a maximum of ten (10) such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business as a foreign corporation in any jurisdiction where it would not otherwise be required to qualify, (ii) subject itself to taxation in any such jurisdiction, or (iii) file a general consent to service of process in any such jurisdiction.

(d) Notification. Notify each Holder participating in such registration promptly (and in any event within twenty-four (24) hours): (i) when a registration statement, any pre-effective amendment, or any post-effective amendment has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other governmental authority for amendments or supplements to the registration statement or related prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation or threat of any proceedings for that purpose; and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose.

(e) Listing. Use commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be listed on each securities exchange on which the Common Stock or other similar securities of the Company are then listed or quoted, if applicable, and to satisfy all requirements and conditions of such securities exchange relating to such listing.

(f) Transfer Agent and Registrar. Provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement, which transfer agent and registrar shall be reasonably acceptable to the Holders, and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration statement.

(g) Customary Agreements. Enter into and perform its obligations under such customary agreements (including underwriting agreements in customary form, if applicable) and take all such other commercially reasonable actions as the Holders of a majority of the Registrable Securities being registered or the underwriters, if any, reasonably request in order to facilitate the disposition of such Registrable Securities, including participation in roadshows and the provision of reasonable access to Company management.

(h) Financial Statements. Make available to the Holders the Company's audited financial statements as required under the Securities Act and the rules and regulations of the SEC promulgated thereunder, including audited financial statements for the Company's most recently completed fiscal year. The Company's independent auditor is currently Whitmore & Kassidy LLP, with the Company's fiscal year ending December 31 and the most recently completed audit being for the fiscal year ended December 31, 2024.

(i) Comfort Letters. Use commercially reasonable efforts to obtain, at the time of any underwritten offering, comfort letters addressed to the selling Holders and the underwriters, dated the date of closing of such offering, from the Company's independent auditors, in customary form and covering such matters as are customarily covered by comfort letters in connection with underwritten offerings.

(j) Officers' Certificates and Legal Opinions. Furnish, at the time of any underwritten offering, such officers' certificates and legal opinions of counsel to the Company, addressed to the underwriters and the selling Holders, as the underwriters or the selling Holders may reasonably request, in customary form and covering such matters as are customarily covered by officers' certificates and legal opinions in connection with underwritten offerings.

Section 2.5 — Furnish Information

It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article 2 that each selling Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to in this Article 2. The Company shall not be required to include any Holder's Registrable Securities in any registration if such Holder fails to furnish such information within a reasonable period of time (not to exceed ten (10) business days) after the Company's written request therefor.

Section 2.6 — Expenses of Registration

All Registration Expenses incurred in connection with any registration, qualification, or compliance pursuant to this Article 2 shall be borne by the Company. All Selling Expenses relating to Registrable Securities registered on behalf of the Holders shall be borne by the participating Holders pro rata based on the number of Registrable Securities included in such registration by each such Holder. The Company shall not be required to pay Selling Expenses in any event.

Section 2.7 — Indemnification by the Company

The Company agrees to indemnify and hold harmless each Holder, each Holder's Affiliates, and each of their respective officers, directors, partners, members, managers, employees, agents, and representatives, and each Person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Holder Indemnified Parties"), from and against all Damages, joint or several, arising out of or based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein;

(ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or

(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law, in connection with any such registration;

provided, however, that the Company shall not be liable to any Holder Indemnified Party in any such case to the extent that any such Damages arise out of or are based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in connection with such registration, or (B) the use by such Holder of an outdated or defective prospectus after the Company has notified such Holder in writing that such prospectus is outdated or defective and prior to the receipt by such Holder of an amended or supplemented prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnified Party.

Section 2.8 — Indemnification by Holders

Each Holder participating in a registration shall severally (and not jointly) indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all Damages arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in connection with such registration; provided, however, that the total amount for which any Holder shall be liable under this Section 2.8 shall not in any event exceed the net proceeds received by such Holder from the sale of Registrable Securities in the offering giving rise to such Damages.

Section 2.9 — Contribution

If the indemnification provided for in Sections 2.7 and 2.8 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Damages referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Damages, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. In no event shall the contribution obligation of any Holder exceed the net proceeds received by such Holder from the sale of Registrable Securities giving rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 2.10 — Reports Under the Exchange Act

With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, following an IPO, the Company shall:

(a) use commercially reasonable efforts to make and keep available public information as necessary to permit sales under Rule 144 under the Securities Act (or any successor rule thereto);

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to any Holder, so long as such Holder owns any Registrable Securities, forthwith upon written request, (i) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time that it so qualifies), (ii) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (iii) such other reports and documents of the Company filed with the SEC as may be reasonably requested to avail a Holder of any rule or regulation of the SEC permitting the selling of any such Registrable Securities without registration.

Section 2.11 — Assignment of Registration Rights

The rights of any Holder under this Article 2 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of Registrable Securities who acquires at least 500,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar transactions), provided that:

(a) the Company is furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being transferred within ten (10) days of such transfer;

(b) the transferee or assignee agrees in writing, in a form reasonably acceptable to the Company, to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.13 hereof; and

(c) such transfer or assignment is effected in compliance with all applicable federal and state securities laws and is made in accordance with the terms of the Right of First Refusal and Co-Sale Agreement dated as of August 15, 2025, by and among the Company, the Investors, and the Key Holders (the "ROFR/Co-Sale Agreement").

Section 2.12 — Limitations on Subsequent Registration Rights

From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the then-outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder or prospective holder registration rights that are senior to, or that would adversely affect, the registration rights of the Holders under this Article 2.

Section 2.13 — Market Standoff (Lock-Up)

(a) Lock-Up Obligation. Each Holder hereby agrees that, upon the request of the Company or the managing underwriter(s) in connection with the IPO, such Holder shall not, without the prior written consent of the Company and such managing underwriter(s), during the period commencing on the effective date of the registration statement filed in connection with the IPO and ending on the date that is one hundred eighty (180) days following such effective date (the "Lock-Up Period"):

(i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, make any short sale of, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities or any securities convertible into, exercisable for, or exchangeable for Registrable Securities (whether such shares or securities are then owned by such Holder or are thereafter acquired); or

(ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of such Registrable Securities.

(b) Key Holders and Officers. The Company shall use commercially reasonable efforts to obtain a similar lock-up agreement from each Key Holder, each director, and each executive officer of the Company.

(c) Extension. The Lock-Up Period may be extended by up to an additional eighteen (18) days if required under applicable rules or regulations of the Financial Industry Regulatory Authority ("FINRA") or as otherwise required by applicable law.

(d) Stop Transfer Instructions. Each Holder agrees that the Company may instruct its transfer agent to place stop transfer notations in its records to enforce the provisions of this Section 2.13.

Section 2.14 — Termination of Registration Rights

The registration rights granted under this Article 2 shall terminate and be of no further force or effect upon the earliest to occur of:

(a) five (5) years after the closing of the IPO;

(b) with respect to any individual Holder, at such time as such Holder is able to sell all of its Registrable Securities in a single ninety (90)-day period without registration pursuant to Rule 144 under the Securities Act (or any successor rule thereto), without volume or manner-of-sale limitations and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144; and

ARTICLE 3: INFORMATION RIGHTS

Section 3.1 — Delivery of Financial Statements

(a) Annual Audited Financial Statements. The Company shall deliver to each Major Investor, as soon as practicable and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, audited consolidated financial statements of the Company for such fiscal year. Such financial statements shall include an audited consolidated balance sheet as of the end of such fiscal year, audited consolidated statements of income (or loss), cash flows, and stockholders' equity for such fiscal year, together with all related notes and schedules, all prepared in accordance with GAAP applied on a consistent basis throughout the periods presented. Such financial statements shall be audited by the Company's independent registered public accounting firm, which is currently Whitmore & Kassidy LLP (engagement partner Robert Yuen, CPA, located at 421 Fayetteville Street, Suite 1500, Raleigh, NC 27601). The Company's fiscal year ends on December 31 of each year. The most recently completed annual audit was for the fiscal year ended December 31, 2024, which reflected a net loss of ($14,200,000), consistent with the Company's status as a pre-revenue clinical-stage biopharmaceutical company.

(b) Monthly Unaudited Financial Statements. The Company shall deliver to each Major Investor, as soon as practicable and in any event within thirty (30) days after the end of each calendar month, unaudited consolidated financial statements of the Company for such month. Such financial statements shall include an unaudited consolidated balance sheet as of the end of such month and an unaudited consolidated statement of income (or loss) for such month and for the year-to-date period then ended, in each case prepared in accordance with GAAP applied on a consistent basis throughout the periods presented, subject to the absence of footnotes and normal year-end audit adjustments that are not expected to be material. As of the date of this Agreement, the most recent unaudited interim financial statements are as of March 31, 2025, which reflected cash and cash equivalents of approximately $9,800,000 and an average monthly cash burn rate of approximately $1,350,000 for the quarter ended March 31, 2025.

(c) Annual Budget and Operating Plan. The Company shall deliver to each Major Investor an annual budget and operating plan for the upcoming fiscal year of the Company, as approved by the Board, as soon as practicable and in any event no later than December 15 of each year preceding the applicable fiscal year. Such annual budget and operating plan shall include projected consolidated balance sheets, statements of income (or loss), and statements of cash flows for such fiscal year, prepared on a monthly basis, together with underlying assumptions regarding revenue projections (if any), research and development expenditures, headcount, clinical trial milestones, and capital expenditures.

(d) Additional Information. The Company shall, upon the reasonable written request of any Major Investor, provide such Major Investor with such additional information regarding the Company's business, operations, financial condition, and prospects as such Major Investor may reasonably request, including without limitation:

(i) material updates regarding clinical trials and regulatory interactions, including any material developments with respect to IND 178452 for HT-201 (the Company's lead product candidate for LCA10), any material amendments to clinical trial protocols, and any material communications from or filings with the U.S. Food and Drug Administration ("FDA") or other regulatory agencies;

(ii) material changes in the Company's cash position or burn rate, including any actual or anticipated deviation from the approved annual budget and operating plan by more than fifteen percent (15%) in any given quarter;

(iii) material modifications to the Company's intellectual property portfolio, including the filing, issuance, abandonment, or licensing of any patents, patent applications, or other intellectual property rights material to the Company's business; and

(iv) any material correspondence from or filings with the FDA or other regulatory agencies, including any complete response letters, clinical holds, or other regulatory actions that may materially affect the development or commercialization of HT-201 or any other product candidate.

Section 3.2 — Inspection Rights

Each Major Investor shall have the right, upon reasonable prior written notice of not less than five (5) business days, during normal business hours and no more than once per fiscal year (unless exigent circumstances, including a material adverse change in the Company's business, financial condition, or prospects, reasonably require more frequent access), to:

(a) visit and inspect the Company's offices, properties, and facilities, including the Company's principal offices at 4800 Biopark Drive, Building C, Suite 200, Durham, NC 27709, or such other locations as the Company may maintain from time to time;

(b) examine the Company's books of account and other records, including corporate minute books, stock ledgers, material contracts, and regulatory filings (subject to the limitations set forth in this Section 3.2); and

(c) discuss the Company's affairs, finances, and accounts with the Company's officers, directors, key employees, and independent auditors.

All such inspections shall be at the sole expense of the Major Investor requesting such inspection. The Company shall not be required to provide access to any information that it reasonably considers to be a trade secret or similar confidential information, the disclosure of which would be reasonably likely to jeopardize any attorney-client privilege, work product protection, or other legal privilege applicable to such information (provided that the Company shall use commercially reasonable efforts to make alternative arrangements to enable the Major Investor to obtain the benefit of such information without jeopardizing any such privilege). Such inspection rights shall not unreasonably interfere with the Company's business operations.

Section 3.3 — Confidentiality

Each Investor agrees that it will hold in confidence and not use (other than in connection with such Investor's monitoring or evaluation of its investment in the Company) or disclose to any third party any Confidential Information (as defined below) received from the Company pursuant to this Article 3, except as set forth in this Section 3.3.

"Confidential Information" means all non-public information provided by or on behalf of the Company to any Investor pursuant to this Agreement, including financial statements, budgets, operating plans, clinical trial data, regulatory correspondence, intellectual property information, and any other proprietary or confidential business information. Confidential Information shall not include information that:

(a) was already in the possession of the receiving Investor (or its representatives) prior to its disclosure by the Company, as evidenced by such Investor's written records, and was not obtained in violation of any contractual, legal, or fiduciary obligation of confidentiality owed to the Company;

(b) is or becomes generally available to the public other than as a result of a disclosure by the receiving Investor or its representatives in violation of this Agreement;

(c) is independently developed by the receiving Investor or its representatives without reference to or use of the Company's Confidential Information; or

(d) is required to be disclosed by applicable law, regulation, or legal process, including any subpoena, civil investigative demand, or order issued by a court of competent jurisdiction or governmental authority; provided that, to the extent legally permissible, the receiving Investor shall provide the Company with prompt written notice of such requirement prior to any such disclosure, and shall cooperate with the Company, at the Company's expense, in any efforts to obtain a protective order or other appropriate remedy to limit such disclosure.

Notwithstanding the foregoing, each Investor may disclose Confidential Information to its Affiliates, partners, limited partners, members, officers, directors, employees, advisors (including legal counsel and accountants), and representatives who have a bona fide need to know such information in connection with such Investor's investment in the Company, and who are bound by confidentiality obligations at least as restrictive as those set forth in this Section 3.3 (or who are subject to professional or regulatory obligations of confidentiality).

Section 3.4 — Termination of Information Rights

The information and inspection rights granted under this Article 3 shall terminate upon the earliest to occur of:

(a) the closing of the Company's IPO, at which time the Company will become subject to the periodic reporting requirements of the Exchange Act;

(b) the dissolution, liquidation, or winding up of the Company; and

(c) with respect to any individual Major Investor, at such time as such Major Investor ceases to hold at least 2,000,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar transactions).

ARTICLE 4: RIGHT OF FIRST OFFER (PRO RATA PARTICIPATION RIGHTS)

Section 4.1 — Definitions: New Securities

"New Securities" means any shares of capital stock of the Company (including Common Stock and Preferred Stock), whether now authorized or not, and rights, options, or warrants to purchase such shares, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for such shares. Notwithstanding the foregoing, "New Securities" shall not include:

(a) shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock or the Series B Preferred Stock;

(b) shares of Common Stock issuable upon exercise of options or warrants to purchase shares of Common Stock that are outstanding as of the date of this Agreement;

(c) shares of Common Stock (or options or warrants therefor) issued or issuable to employees, officers, directors, consultants, or advisors of the Company pursuant to the Company's equity incentive plan(s) as in effect from time to time, as approved by the Board (including the affirmative vote of the Series B director designated by Cobalt); provided that the total number of shares reserved under such plan(s) does not exceed the current option pool of 8,000,000 shares (of which 5,200,000 shares have been granted as of the date hereof and 2,800,000 shares remain available for grant) or, if increased, does not exceed 15% of the Company's fully diluted shares of capital stock then outstanding without the prior written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock;

(d) shares of capital stock issued in connection with a bona fide acquisition, merger, or strategic partnership approved by the Board (including the affirmative vote of at least one Investor-designated director);

(e) shares of capital stock issued in connection with any equipment leasing, real property leasing, bank lending, or similar debt financing transaction approved by the Board;

(f) shares of capital stock issued in connection with sponsored research, collaboration, technology licensing, or other similar strategic transactions approved by the Board; and

(g) shares of capital stock issued in connection with an IPO.

Section 4.2 — Right of First Offer

(a) Grant of Right. The Company hereby grants to each Major Investor the right of first offer to purchase its Pro Rata Share of any New Securities that the Company may, from time to time, propose to issue and sell after the date hereof (each such issuance, a "Proposed Issuance"). Each Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.

(b) Pro Rata Share. For purposes of this Article 4, "Pro Rata Share" means, with respect to each Major Investor, the ratio determined by dividing (x) the number of shares of Common Stock held by such Major Investor (on an as-converted basis, assuming conversion of all outstanding Preferred Stock and exercise of all outstanding options, warrants, and other rights to acquire Common Stock) immediately prior to the Proposed Issuance by (y) the total number of shares of Common Stock then outstanding (on a fully diluted basis, assuming conversion of all outstanding Preferred Stock and exercise of all outstanding options, warrants, and other rights to acquire Common Stock) immediately prior to the Proposed Issuance. Based on the capitalization of the Company as of the date hereof, and assuming the closing of the transactions contemplated by the Purchase Agreement, the approximate Pro Rata Shares are as follows:

• Cobalt Ventures LP: 14,414,414 ÷ 77,414,414 = approximately 18.62%

• Pinnacle BioVentures Fund II LP: 10,000,000 ÷ 77,414,414 = approximately 12.92%

• Lakeshore Health Innovation Fund LP: 5,000,000 ÷ 77,414,414 = approximately 6.46%

The foregoing percentages are approximate and are provided for illustrative purposes only. The actual Pro Rata Share of each Major Investor will be calculated at the time of any Proposed Issuance based on the then-current capitalization of the Company.

(c) Notice. The Company shall give written notice (the "Offer Notice") to each Major Investor of any Proposed Issuance at least twenty (20) days prior to the anticipated closing date thereof. The Offer Notice shall set forth the following information:

(i) the type and aggregate number (or amount) of New Securities proposed to be issued and sold;

(ii) the price per share (or per unit) and other material terms and conditions upon which the Company proposes to issue and sell such New Securities;

(iii) the anticipated closing date of the Proposed Issuance; and

(iv) such Major Investor's Pro Rata Share of the New Securities offered.

(d) Exercise Period. Each Major Investor shall have fifteen (15) days from the date of receipt of the Offer Notice (the "Exercise Period") to elect to purchase up to its Pro Rata Share of the New Securities described in the Offer Notice, at the price and upon the terms specified therein, by delivering a written notice to the Company (the "Exercise Notice") specifying the number of New Securities such Major Investor elects to purchase. A Major Investor's failure to deliver an Exercise Notice within the Exercise Period shall be deemed an election by such Major Investor not to purchase any New Securities in such Proposed Issuance.

(e) Over-Allotment. If any Major Investor does not elect to purchase its full Pro Rata Share of the New Securities offered in the Offer Notice, the Company shall, within five (5) business days after the expiration of the Exercise Period, give written notice (the "Over-Allotment Notice") to each Major Investor that elected to purchase its full Pro Rata Share (each, a "Fully Participating Investor"), specifying the aggregate number of unsubscribed New Securities. Each Fully Participating Investor shall have five (5) business days from the date of receipt of the Over-Allotment Notice to elect to purchase up to its pro rata portion of such unsubscribed New Securities (based on the relative Pro Rata Shares of the Fully Participating Investors), by delivering a written notice to the Company specifying the number of additional New Securities such Fully Participating Investor elects to purchase.

(f) Issuance to Third Parties. If the Major Investors, in the aggregate, do not elect to purchase all of the New Securities offered in the Offer Notice (after giving effect to the over-allotment rights set forth in Section 4.2(e)), the Company may, during the ninety (90)-day period following the expiration of the Exercise Period and the over-allotment period (as applicable), issue and sell the remaining unsubscribed New Securities to any Person at a price not less than, and upon terms no more favorable to such Person than, the price and terms specified in the Offer Notice. In the event that the Company has not sold such remaining New Securities within such ninety (90)-day period, the Company shall not thereafter issue or sell such New Securities without again complying with this Section 4.2.

(g) Closing. The closing of the purchase of New Securities by the Major Investors pursuant to this Section 4.2 shall occur simultaneously with the closing of the sale of New Securities to the third-party purchaser(s), unless the Company and the participating Major Investors otherwise agree. At such closing, each participating Major Investor shall deliver to the Company the full purchase price for the New Securities being purchased by such Major Investor, in the form specified in the Offer Notice (or as otherwise agreed by the Company and such Major Investor), and the Company shall deliver to such Major Investor certificates (or evidence of book-entry) representing such New Securities, duly issued, fully paid, and non-assessable.

Section 4.3 — Termination of Pro Rata Rights

The pro rata rights granted under this Article 4 shall terminate and be of no further force or effect upon the earliest to occur of:

(a) immediately prior to the closing of the Company's IPO;

(b) the dissolution, liquidation, or winding up of the Company; and

(c) with respect to any individual Major Investor, at such time as such Major Investor (together with its Affiliates) ceases to hold at least 2,000,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar transactions) and therefore ceases to qualify as a Major Investor.

ARTICLE 5: ADDITIONAL COVENANTS

Section 5.1 — Insurance

The Company shall obtain and maintain, from and after the date of this Agreement, directors' and officers' liability insurance from a financially sound and reputable insurer, in an amount and on terms reasonably satisfactory to the Board, and the Company shall use commercially reasonable efforts to maintain such insurance coverage for so long as any director designated by any Investor serves on the Board. As of the date of this Agreement, the directors designated by the Investors include Joanna Whitfield (designated by Pinnacle as the Series A director) and Dr. Elena Marchetti (designated by Cobalt as the Series B director). The Company shall promptly notify each Investor-designated director of any material change in the terms of, or the cancellation or non-renewal of, such directors' and officers' liability insurance.

Section 5.2 — Employee Agreements

The Company shall require each officer, employee,

INVESTORS' RIGHTS AGREEMENT
Heliograph Therapeutics, Inc.
August 15, 2025
among
Heliograph Therapeutics, Inc.
Cobalt Ventures LP
Pinnacle BioVentures Fund II LP
and
Lakeshore Health Innovation Fund LP
INVESTORS' RIGHTS AGREEMENT
CONFIDENTIAL TREATMENT REQUESTED
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INVESTORS' RIGHTS AGREEMENT
This Investors' Rights Agreement (this "Agreement") is entered into as of August 15, 2025, by and among:
(i) Heliograph Therapeutics, Inc., a Delaware corporation (the "Company"), with its principal offices at 4800 Biopark Drive, Building C, Suite 200, Durham, NC 27709;
(ii) Cobalt Ventures LP, a Delaware limited partnership ("Cobalt"), with its principal offices at 2200 Sand Hill Road, Suite 310, Menlo Park, CA 94025;
(iii) Pinnacle BioVentures Fund II LP, a Delaware limited partnership ("Pinnacle"), with its principal offices at 101 Federal Street, Suite 2600, Boston, MA 02110; and
(iv) Lakeshore Health Innovation Fund LP, a Delaware limited partnership ("Lakeshore"), with its principal offices at 77 West Wacker Drive, Suite 4100, Chicago, IL 60601.
Cobalt, Pinnacle, and Lakeshore are referred to herein collectively as the "Investors" and each individually as an "Investor." Cobalt is referred to herein as the "Series B Investor." Pinnacle and Lakeshore are referred to herein collectively as the "Series A Investors."
RECITALS
WHEREAS, the Company is a Delaware corporation engaged in the research and development of gene-therapy treatments for inherited retinal diseases and related conditions, including its lead product candidate HT-201, an adeno-associated virus serotype 5 (AAV5)-based gene therapy for Leber congenital amaurosis type 10 (LCA10);
WHEREAS, the Company has entered into that certain Series B Preferred Stock Purchase Agreement dated as of August 15, 2025 (the "Purchase Agreement"), with Cobalt, pursuant to which the Company has agreed to sell, and Cobalt has agreed to purchase, 14,414,414 shares of the Company's Series B Preferred Stock, par value $0.0001 per share, at a price of $1.3875 per share, for an aggregate purchase price of Twenty Million Dollars ($20,000,000.00);
WHEREAS, Pinnacle and Lakeshore are existing holders of the Company's Series A Preferred Stock, par value $0.0001 per share, having acquired an aggregate of 15,000,000 shares of Series A Preferred Stock pursuant to that certain Series A Preferred Stock Purchase Agreement dated as of September 12, 2022 (the "Series A Purchase Agreement"), with Pinnacle holding 10,000,000 shares of Series A Preferred Stock and Lakeshore holding 5,000,000 shares of Series A Preferred Stock;
WHEREAS, as a condition and inducement to Cobalt's obligations under the Purchase Agreement, and in consideration of Cobalt's investment in the Company, the Company and the Investors are entering into this Agreement to provide for certain registration rights, information rights, pro rata participation rights, and other rights and obligations as more fully set forth herein; and
WHEREAS, this Agreement amends, restates, and supersedes in its entirety any prior investors' rights agreement among the Company and any of the Series A Investors, including without limitation that certain Investors' Rights Agreement dated as of September 12, 2022, by and among the Company, Pinnacle, and Lakeshore.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
ARTICLE 1: DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Board" means the Board of Directors of the Company.
"Common Stock" means the common stock, par value $0.0001 per share, of the Company.
"Company" means Heliograph Therapeutics, Inc., a Delaware corporation, and any successor entity thereto.
"Damages" means any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, expert witness fees, court costs, and all other reasonable out-of-pocket expenses incurred in investigating, preparing for, or defending any action, suit, proceeding, or investigation, whether or not in connection with pending or threatened litigation in which any indemnified party is a party).
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time to time, or any successor statute.
"Excluded Registration" means (a) a registration relating solely to the sale of securities to participants in a Company equity incentive plan or employee benefit plan, including a registration on Form S-8 (or any successor form thereto), (b) a registration relating solely to a transaction covered by Rule 145 under the Securities Act (or any successor rule thereto), including a registration on Form S-4 (or any successor form thereto), (c) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, and (d) a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or any successor rule thereto).
"Form S-1" means a registration statement on Form S-1 under the Securities Act, or any successor form thereto adopted by the SEC.
"Form S-3" means a registration statement on Form S-3 under the Securities Act, or any successor form thereto adopted by the SEC, that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.
"Holder" or "Holders" means any Investor holding Registrable Securities or any permitted transferee or assignee of such Investor who holds Registrable Securities and has become a party to this Agreement in accordance with Section 2.11 hereof.
"Immediate Family Member" means, with respect to any natural person, such person's spouse, domestic partner, parents, children (natural or adopted), siblings, grandchildren, and any other dependents residing in such person's household.
"Initiating Holders" means the Holders of at least a majority of the Registrable Securities then outstanding who initiate a request for a Demand Registration pursuant to Section 2.1 hereof.
"IPO" means the Company's first underwritten public offering of its Common Stock under the Securities Act, registered on Form S-1 (or any successor form thereto), resulting in the listing of the Common Stock on a national securities exchange.
"Key Holder" means each of (a) Dr. Priya Anand and (b) Dr. Marcus Ellington, and their respective Immediate Family Members and permitted transferees who hold shares of Common Stock and have agreed in writing to be bound by Section 2.13 of this Agreement.
"Major Investor" means any Investor that, together with its Affiliates, holds at least 2,000,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar transactions occurring after the date hereof). As of the date of this Agreement, each of Cobalt (holding 14,414,414 shares of Series B Preferred Stock on an as-converted basis), Pinnacle (holding 10,000,000 shares of Series A Preferred Stock on an as-converted basis), and Lakeshore (holding 5,000,000 shares of Series A Preferred Stock on an as-converted basis) qualifies as a Major Investor.
"New Securities" has the meaning set forth in Section 4.1 hereof.
"Person" means any individual, corporation, partnership, limited liability company, trust, association, joint venture, governmental authority, or other entity of any kind or nature.
"Preferred Stock" means, collectively, the Series A Preferred Stock and the Series B Preferred Stock.
"Pro Rata Share" has the meaning set forth in Section 4.2(b) hereof.
"Purchase Agreement" means the Series B Preferred Stock Purchase Agreement dated as of August 15, 2025, by and between the Company and Cobalt.
"Registrable Securities" means (i) the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock and the Series B Preferred Stock, and (ii) any shares of Common Stock issued or issuable as a dividend or other distribution with respect to, or in exchange for, or in replacement of, shares referenced in clause (i) above; provided, however, that shares of Common Stock shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such shares has been declared effective under the Securities Act and such shares have been disposed of in accordance with such effective registration statement, (B) such shares have been sold pursuant to Rule 144 promulgated under the Securities Act (or any successor rule thereto) after the Company has become subject to the reporting requirements of the Exchange Act, or (C) such shares are eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for current public information with respect to the Company.
"Registration Expenses" means all expenses incurred by the Company in complying with Sections 2.1, 2.2, and 2.3 hereof, including all registration and filing fees (including SEC filing fees and fees payable to state securities authorities), printing expenses, fees and disbursements of the Company's counsel (currently Breck Alderman & Yost LLP), fees and expenses of the Company's independent auditor (currently Whitmore & Kassidy LLP) incurred in connection with any registration, securities exchange listing fees, the fees and expenses of any special experts retained by the Company in connection with such registration, and blue sky fees and expenses; provided, however, that Registration Expenses shall not include Selling Expenses.
"Restated Certificate" means the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware in connection with the closing of the transactions contemplated by the Purchase Agreement.
"SEC" means the United States Securities and Exchange Commission, or any successor governmental agency performing the same or similar functions.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time, or any successor statute.
"Selling Expenses" means all underwriting discounts, selling commissions, stock transfer taxes, and all fees and disbursements of counsel for any Holder (other than the fees and disbursements of counsel included in Registration Expenses).
"Series A Preferred Stock" means the Series A Preferred Stock, par value $0.0001 per share, of the Company, of which 15,000,000 shares are issued and outstanding as of the date hereof.
"Series B Preferred Stock" means the Series B Preferred Stock, par value $0.0001 per share, of the Company, of which 14,414,414 shares are to be issued and sold to Cobalt at the closing of the transactions contemplated by the Purchase Agreement.
Section 1.2 — Rules of Construction
Unless the context otherwise requires: (a) all references herein to Sections, Articles, Exhibits, and Schedules shall refer to the corresponding Sections of, Articles of, Exhibits to, and Schedules to this Agreement; (b) each defined term used herein has a comparable meaning when used in its plural or singular form; (c) words of any gender shall be deemed to include all genders; (d) the word "including" (and variants thereof) means "including, without limitation"; (e) the headings and titles contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement; (f) this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, as further provided in Section 6.2 hereof; (g) references to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, restated, supplemented, or modified from time to time; (h) references to "$" or "dollars" shall mean United States dollars; and (i) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect in the United States ("GAAP").
ARTICLE 2: REGISTRATION RIGHTS
Section 2.1 — Demand Registration
(a) Request for Registration. At any time after the earlier of (i) five (5) years after the date of this Agreement (that is, August 15, 2030) or (ii) one hundred eighty (180) days after the effective date of the registration statement filed in connection with the IPO, the Initiating Holders holding at least a majority of the then-outstanding Registrable Securities may request in writing that the Company effect a registration under the Securities Act covering all or any part of the Registrable Securities held by such Initiating Holders (a "Demand Registration"). Upon receipt of such written request, the Company shall (x) within ten (10) days of the date of such request, give written notice of such request (the "Demand Notice") to all other Holders, and (y) as soon as practicable, and in any event within sixty (60) days of the date of such request, file a registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and all Registrable Securities that any other Holder requested to be included in such registration by written notice received by the Company within twenty (20) days of the date of the Demand Notice.
(b) Number of Demand Registrations. The Company shall not be obligated to effect more than two (2) Demand Registrations on Form S-1 (or any equivalent long-form registration statement) in the aggregate. For purposes of this Section 2.1(b), a registration shall not be counted as a Demand Registration unless (i) it has been declared effective by the SEC and (ii) it has remained effective for the period specified in Section 2.1(f) hereof (or all Registrable Securities covered thereby have been sold prior to the expiration of such period). In addition, a registration shall not be counted as a Demand Registration if (A) after it has been declared effective, such registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental authority for any reason not attributable to the Initiating Holders, or (B) the conditions to closing specified in the applicable underwriting agreement, if any, are not satisfied or waived (other than by reason of a failure on the part of any Holder).
(c) Minimum Amount. The Company shall not be obligated to effect a Demand Registration pursuant to this Section 2.1 unless the Registrable Securities to be registered therein have an aggregate anticipated offering price to the public (net of Selling Expenses) of at least Ten Million Dollars ($10,000,000).
(d) Company Deferral Right. Notwithstanding the foregoing, if the Board determines in good faith, by resolution duly adopted, that the filing, effectiveness, or continued use of a registration statement covering Registrable Securities would be seriously detrimental to the Company or its stockholders, the Company shall have the right to defer the filing of such registration statement (or, if already filed, to suspend the use of any effective registration statement) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not exercise such deferral right more than once in any twelve (12)-month period. The Company shall promptly give written notice to the Initiating Holders of any such deferral and, upon the expiration of such deferral period, shall promptly use commercially reasonable efforts to file or cause to become effective the applicable registration statement.
(e) Underwriting. If the Initiating Holders intend to distribute all or any portion of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in their written request under Section 2.1(a). The right of any Holder to include its Registrable Securities in such underwritten offering shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting. The Company and the participating Holders shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Initiating Holders (which managing underwriter(s) shall be subject to the reasonable approval of the Company). Notwithstanding any other provision of this Section 2.1, if the managing underwriter(s) advise(s) the Initiating Holders and the Company in writing that, in the opinion of such managing underwriter(s), the number of Registrable Securities (and, if applicable, other securities requested to be included in such registration) exceeds the maximum dollar amount or maximum number of securities that can be sold in the offering without adversely affecting the marketability, proposed offering price, timing, or distribution method of the offering (the "Maximum Offering Size"), then the Company shall include in such registration:
(i) first, the Registrable Securities that the Holders have requested to be included in such registration, pro rata based on the total number of Registrable Securities held by each such Holder requesting inclusion; and
(ii) second, any other securities the Company proposes to register.
(f) Effective Period. The Company shall use commercially reasonable efforts to keep any Demand Registration effective for a period of one hundred twenty (120) days from the date on which the SEC declares such registration statement effective, or such shorter period until all Registrable Securities covered by such registration statement have been sold or withdrawn.
Section 2.2 — Piggyback Registration
(a) Notice of Piggyback Registration. If at any time the Company proposes to register any of its equity securities under the Securities Act for its own account or for the account of any of its stockholders (other than in an Excluded Registration), the Company shall, at each such time, give prompt written notice (the "Piggyback Notice") to all Holders of its intention to effect such a registration at least twenty (20) days prior to the anticipated filing date of such registration statement. The Piggyback Notice shall offer each Holder the opportunity to include in such registration such number of Registrable Securities as such Holder may request (a "Piggyback Registration"). Subject to Section 2.2(c) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the date of the Piggyback Notice.
(b) Holder Election. Each Holder desiring to include all or any part of its Registrable Securities in a Piggyback Registration shall provide written notice to the Company specifying the number of Registrable Securities such Holder wishes to include within fifteen (15) days of receipt of the Piggyback Notice. Failure of a Holder to provide such notice within such fifteen (15)-day period shall be deemed an election by such Holder not to participate in such Piggyback Registration.
(c) Underwriter Cutback. If the Piggyback Registration is an underwritten offering and the managing underwriter(s) advise(s) the Company in writing that, in the opinion of such managing underwriter(s), the number of securities (including Registrable Securities) sought to be registered exceeds the Maximum Offering Size, then the Company shall include in such Piggyback Registration:
(i) first, the securities the Company proposes to sell for its own account;
(ii) second, the Registrable Securities requested to be included in such registration by the Holders, allocated pro rata among such Holders based on the total number of Registrable Securities held by each such Holder requesting inclusion (or in such other proportions as shall mutually be agreed to by all such Holders); and
(iii) third, any other securities requested to be included in such registration by any other persons or entities, allocated among such persons or entities in such manner as the Company shall determine.
(d) Withdrawal. Any Holder that has requested inclusion of its Registrable Securities in a Piggyback Registration may withdraw such request by giving written notice to the Company and the managing underwriter(s) (if any) at least five (5) business days prior to the planned effective date of such Piggyback Registration. The Company may also, without the consent of any Holder, withdraw a Piggyback Registration prior to its effective date.
Section 2.3 — Form S-3 Registration
(a) Right. After the Company has qualified for the use of Form S-3 (or any successor form thereto) for the registration of Registrable Securities under the Securities Act, Holders of at least twenty percent (20%) of the then-outstanding Registrable Securities may request in writing that the Company effect a registration on Form S-3 (a "Form S-3 Registration") covering all or a portion of the Registrable Securities held by such requesting Holders. Upon receipt of such request, the Company shall (i) within ten (10) days of the date of such request, give written notice of such request to all other Holders, and (ii) as soon as practicable, and in any event within forty-five (45) days of the date of such request, file a registration statement on Form S-3 covering all Registrable Securities that the requesting Holders requested to be registered and all Registrable Securities that any other Holder requested to be included in such registration by written notice received by the Company within twenty (20) days of the date of such notice.
(b) Minimum Offering Size. The Company shall not be obligated to effect any Form S-3 Registration pursuant to this Section 2.3 unless the aggregate anticipated offering price of the Registrable Securities to be included therein (net of Selling Expenses) is at least Three Million Dollars ($3,000,000).
(c) Frequency. The Company shall not be obligated to effect more than two (2) Form S-3 Registrations in any twelve (12)-month period.
(d) Company Deferral. The Company shall have the same deferral right with respect to a Form S-3 Registration as is described in Section 2.1(d) hereof (that is, a deferral of not more than ninety (90) days, exercisable no more than once in any twelve (12)-month period).
Section 2.4 — Obligations of the Company
Whenever required to effect the registration of any Registrable Securities under this Article 2, the Company shall, as expeditiously as reasonably possible:
(a) Preparation and Filing. Prepare and file with the SEC a registration statement with respect to such Registrable Securities, respond diligently to any comments received from the SEC staff or any state securities authority, and use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable. Before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company shall furnish to the Holders of the Registrable Securities covered by such registration statement and their counsel copies of all documents proposed to be filed, and shall not file any such registration statement or amendment thereto or any prospectus or supplement thereto to which the Holders of a majority of the Registrable Securities covered by such registration statement shall reasonably object.
(b) Prospectus Delivery. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and the prospectus current for the period specified in Section 2.1(f) hereof (or any shorter applicable period), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period.
(c) State Securities Law Qualification. Use commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of the Registrable Securities being registered may reasonably request, up to a maximum of ten (10) such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business as a foreign corporation in any jurisdiction where it would not otherwise be required to qualify, (ii) subject itself to taxation in any such jurisdiction, or (iii) file a general consent to service of process in any such jurisdiction.
(d) Notification. Notify each Holder participating in such registration promptly (and in any event within twenty-four (24) hours): (i) when a registration statement, any pre-effective amendment, or any post-effective amendment has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other governmental authority for amendments or supplements to the registration statement or related prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation or threat of any proceedings for that purpose; and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose.
(e) Listing. Use commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be listed on each securities exchange on which the Common Stock or other similar securities of the Company are then listed or quoted, if applicable, and to satisfy all requirements and conditions of such securities exchange relating to such listing.
(f) Transfer Agent and Registrar. Provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement, which transfer agent and registrar shall be reasonably acceptable to the Holders, and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration statement.
(g) Customary Agreements. Enter into and perform its obligations under such customary agreements (including underwriting agreements in customary form, if applicable) and take all such other commercially reasonable actions as the Holders of a majority of the Registrable Securities being registered or the underwriters, if any, reasonably request in order to facilitate the disposition of such Registrable Securities, including participation in roadshows and the provision of reasonable access to Company management.
(h) Financial Statements. Make available to the Holders the Company's audited financial statements as required under the Securities Act and the rules and regulations of the SEC promulgated thereunder, including audited financial statements for the Company's most recently completed fiscal year. The Company's independent auditor is currently Whitmore & Kassidy LLP, with the Company's fiscal year ending December 31 and the most recently completed audit being for the fiscal year ended December 31, 2024.
(i) Comfort Letters. Use commercially reasonable efforts to obtain, at the time of any underwritten offering, comfort letters addressed to the selling Holders and the underwriters, dated the date of closing of such offering, from the Company's independent auditors, in customary form and covering such matters as are customarily covered by comfort letters in connection with underwritten offerings.
(j) Officers' Certificates and Legal Opinions. Furnish, at the time of any underwritten offering, such officers' certificates and legal opinions of counsel to the Company, addressed to the underwriters and the selling Holders, as the underwriters or the selling Holders may reasonably request, in customary form and covering such matters as are customarily covered by officers' certificates and legal opinions in connection with underwritten offerings.
Section 2.5 — Furnish Information
It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article 2 that each selling Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to in this Article 2. The Company shall not be required to include any Holder's Registrable Securities in any registration if such Holder fails to furnish such information within a reasonable period of time (not to exceed ten (10) business days) after the Company's written request therefor.
Section 2.6 — Expenses of Registration
All Registration Expenses incurred in connection with any registration, qualification, or compliance pursuant to this Article 2 shall be borne by the Company. All Selling Expenses relating to Registrable Securities registered on behalf of the Holders shall be borne by the participating Holders pro rata based on the number of Registrable Securities included in such registration by each such Holder. The Company shall not be required to pay Selling Expenses in any event.
Section 2.7 — Indemnification by the Company
The Company agrees to indemnify and hold harmless each Holder, each Holder's Affiliates, and each of their respective officers, directors, partners, members, managers, employees, agents, and representatives, and each Person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Holder Indemnified Parties"), from and against all Damages, joint or several, arising out of or based upon:
(i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein;
(ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or
(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law, in connection with any such registration;
provided, however, that the Company shall not be liable to any Holder Indemnified Party in any such case to the extent that any such Damages arise out of or are based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in connection with such registration, or (B) the use by such Holder of an outdated or defective prospectus after the Company has notified such Holder in writing that such prospectus is outdated or defective and prior to the receipt by such Holder of an amended or supplemented prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnified Party.
Section 2.8 — Indemnification by Holders
Each Holder participating in a registration shall severally (and not jointly) indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all Damages arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in connection with such registration; provided, however, that the total amount for which any Holder shall be liable under this Section 2.8 shall not in any event exceed the net proceeds received by such Holder from the sale of Registrable Securities in the offering giving rise to such Damages.
Section 2.9 — Contribution
If the indemnification provided for in Sections 2.7 and 2.8 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Damages referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Damages, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. In no event shall the contribution obligation of any Holder exceed the net proceeds received by such Holder from the sale of Registrable Securities giving rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
Section 2.10 — Reports Under the Exchange Act
With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, following an IPO, the Company shall:
(a) use commercially reasonable efforts to make and keep available public information as necessary to permit sales under Rule 144 under the Securities Act (or any successor rule thereto);
(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and
(c) furnish to any Holder, so long as such Holder owns any Registrable Securities, forthwith upon written request, (i) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time that it so qualifies), (ii) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (iii) such other reports and documents of the Company filed with the SEC as may be reasonably requested to avail a Holder of any rule or regulation of the SEC permitting the selling of any such Registrable Securities without registration.
Section 2.11 — Assignment of Registration Rights
The rights of any Holder under this Article 2 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of Registrable Securities who acquires at least 500,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar transactions), provided that:
(a) the Company is furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being transferred within ten (10) days of such transfer;
(b) the transferee or assignee agrees in writing, in a form reasonably acceptable to the Company, to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.13 hereof; and
(c) such transfer or assignment is effected in compliance with all applicable federal and state securities laws and is made in accordance with the terms of the Right of First Refusal and Co-Sale Agreement dated as of August 15, 2025, by and among the Company, the Investors, and the Key Holders (the "ROFR/Co-Sale Agreement").
Section 2.12 — Limitations on Subsequent Registration Rights
From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the then-outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder or prospective holder registration rights that are senior to, or that would adversely affect, the registration rights of the Holders under this Article 2.
Section 2.13 — Market Standoff (Lock-Up)
(a) Lock-Up Obligation. Each Holder hereby agrees that, upon the request of the Company or the managing underwriter(s) in connection with the IPO, such Holder shall not, without the prior written consent of the Company and such managing underwriter(s), during the period commencing on the effective date of the registration statement filed in connection with the IPO and ending on the date that is one hundred eighty (180) days following such effective date (the "Lock-Up Period"):
(i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, make any short sale of, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities or any securities convertible into, exercisable for, or exchangeable for Registrable Securities (whether such shares or securities are then owned by such Holder or are thereafter acquired); or
(ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of such Registrable Securities.
(b) Key Holders and Officers. The Company shall use commercially reasonable efforts to obtain a similar lock-up agreement from each Key Holder, each director, and each executive officer of the Company.
(c) Extension. The Lock-Up Period may be extended by up to an additional eighteen (18) days if required under applicable rules or regulations of the Financial Industry Regulatory Authority ("FINRA") or as otherwise required by applicable law.
(d) Stop Transfer Instructions. Each Holder agrees that the Company may instruct its transfer agent to place stop transfer notations in its records to enforce the provisions of this Section 2.13.
Section 2.14 — Termination of Registration Rights
The registration rights granted under this Article 2 shall terminate and be of no further force or effect upon the earliest to occur of:
(a) five (5) years after the closing of the IPO;
(b) with respect to any individual Holder, at such time as such Holder is able to sell all of its Registrable Securities in a single ninety (90)-day period without registration pursuant to Rule 144 under the Securities Act (or any successor rule thereto), without volume or manner-of-sale limitations and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144; and
(c) the dissolution, liquidation, or winding up of the Company.
ARTICLE 3: INFORMATION RIGHTS
Section 3.1 — Delivery of Financial Statements
(a) Annual Audited Financial Statements. The Company shall deliver to each Major Investor, as soon as practicable and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, audited consolidated financial statements of the Company for such fiscal year. Such financial statements shall include an audited consolidated balance sheet as of the end of such fiscal year, audited consolidated statements of income (or loss), cash flows, and stockholders' equity for such fiscal year, together with all related notes and schedules, all prepared in accordance with GAAP applied on a consistent basis throughout the periods presented. Such financial statements shall be audited by the Company's independent registered public accounting firm, which is currently Whitmore & Kassidy LLP (engagement partner Robert Yuen, CPA, located at 421 Fayetteville Street, Suite 1500, Raleigh, NC 27601). The Company's fiscal year ends on December 31 of each year. The most recently completed annual audit was for the fiscal year ended December 31, 2024, which reflected a net loss of ($14,200,000), consistent with the Company's status as a pre-revenue clinical-stage biopharmaceutical company.
(b) Monthly Unaudited Financial Statements. The Company shall deliver to each Major Investor, as soon as practicable and in any event within thirty (30) days after the end of each calendar month, unaudited consolidated financial statements of the Company for such month. Such financial statements shall include an unaudited consolidated balance sheet as of the end of such month and an unaudited consolidated statement of income (or loss) for such month and for the year-to-date period then ended, in each case prepared in accordance with GAAP applied on a consistent basis throughout the periods presented, subject to the absence of footnotes and normal year-end audit adjustments that are not expected to be material. As of the date of this Agreement, the most recent unaudited interim financial statements are as of March 31, 2025, which reflected cash and cash equivalents of approximately $9,800,000 and an average monthly cash burn rate of approximately $1,350,000 for the quarter ended March 31, 2025.
(c) Annual Budget and Operating Plan. The Company shall deliver to each Major Investor an annual budget and operating plan for the upcoming fiscal year of the Company, as approved by the Board, as soon as practicable and in any event no later than December 15 of each year preceding the applicable fiscal year. Such annual budget and operating plan shall include projected consolidated balance sheets, statements of income (or loss), and statements of cash flows for such fiscal year, prepared on a monthly basis, together with underlying assumptions regarding revenue projections (if any), research and development expenditures, headcount, clinical trial milestones, and capital expenditures.
(d) Additional Information. The Company shall, upon the reasonable written request of any Major Investor, provide such Major Investor with such additional information regarding the Company's business, operations, financial condition, and prospects as such Major Investor may reasonably request, including without limitation:
(i) material updates regarding clinical trials and regulatory interactions, including any material developments with respect to IND 178452 for HT-201 (the Company's lead product candidate for LCA10), any material amendments to clinical trial protocols, and any material communications from or filings with the U.S. Food and Drug Administration ("FDA") or other regulatory agencies;
(ii) material changes in the Company's cash position or burn rate, including any actual or anticipated deviation from the approved annual budget and operating plan by more than fifteen percent (15%) in any given quarter;
(iii) material modifications to the Company's intellectual property portfolio, including the filing, issuance, abandonment, or licensing of any patents, patent applications, or other intellectual property rights material to the Company's business; and
(iv) any material correspondence from or filings with the FDA or other regulatory agencies, including any complete response letters, clinical holds, or other regulatory actions that may materially affect the development or commercialization of HT-201 or any other product candidate.
Section 3.2 — Inspection Rights
Each Major Investor shall have the right, upon reasonable prior written notice of not less than five (5) business days, during normal business hours and no more than once per fiscal year (unless exigent circumstances, including a material adverse change in the Company's business, financial condition, or prospects, reasonably require more frequent access), to:
(a) visit and inspect the Company's offices, properties, and facilities, including the Company's principal offices at 4800 Biopark Drive, Building C, Suite 200, Durham, NC 27709, or such other locations as the Company may maintain from time to time;
(b) examine the Company's books of account and other records, including corporate minute books, stock ledgers, material contracts, and regulatory filings (subject to the limitations set forth in this Section 3.2); and
(c) discuss the Company's affairs, finances, and accounts with the Company's officers, directors, key employees, and independent auditors.
All such inspections shall be at the sole expense of the Major Investor requesting such inspection. The Company shall not be required to provide access to any information that it reasonably considers to be a trade secret or similar confidential information, the disclosure of which would be reasonably likely to jeopardize any attorney-client privilege, work product protection, or other legal privilege applicable to such information (provided that the Company shall use commercially reasonable efforts to make alternative arrangements to enable the Major Investor to obtain the benefit of such information without jeopardizing any such privilege). Such inspection rights shall not unreasonably interfere with the Company's business operations.
Section 3.3 — Confidentiality
Each Investor agrees that it will hold in confidence and not use (other than in connection with such Investor's monitoring or evaluation of its investment in the Company) or disclose to any third party any Confidential Information (as defined below) received from the Company pursuant to this Article 3, except as set forth in this Section 3.3.
"Confidential Information" means all non-public information provided by or on behalf of the Company to any Investor pursuant to this Agreement, including financial statements, budgets, operating plans, clinical trial data, regulatory correspondence, intellectual property information, and any other proprietary or confidential business information. Confidential Information shall not include information that:
(a) was already in the possession of the receiving Investor (or its representatives) prior to its disclosure by the Company, as evidenced by such Investor's written records, and was not obtained in violation of any contractual, legal, or fiduciary obligation of confidentiality owed to the Company;
(b) is or becomes generally available to the public other than as a result of a disclosure by the receiving Investor or its representatives in violation of this Agreement;
(c) is independently developed by the receiving Investor or its representatives without reference to or use of the Company's Confidential Information; or
(d) is required to be disclosed by applicable law, regulation, or legal process, including any subpoena, civil investigative demand, or order issued by a court of competent jurisdiction or governmental authority; provided that, to the extent legally permissible, the receiving Investor shall provide the Company with prompt written notice of such requirement prior to any such disclosure, and shall cooperate with the Company, at the Company's expense, in any efforts to obtain a protective order or other appropriate remedy to limit such disclosure.
Notwithstanding the foregoing, each Investor may disclose Confidential Information to its Affiliates, partners, limited partners, members, officers, directors, employees, advisors (including legal counsel and accountants), and representatives who have a bona fide need to know such information in connection with such Investor's investment in the Company, and who are bound by confidentiality obligations at least as restrictive as those set forth in this Section 3.3 (or who are subject to professional or regulatory obligations of confidentiality).
Section 3.4 — Termination of Information Rights
The information and inspection rights granted under this Article 3 shall terminate upon the earliest to occur of:
(a) the closing of the Company's IPO, at which time the Company will become subject to the periodic reporting requirements of the Exchange Act;
(b) the dissolution, liquidation, or winding up of the Company; and
(c) with respect to any individual Major Investor, at such time as such Major Investor ceases to hold at least 2,000,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar transactions).
ARTICLE 4: RIGHT OF FIRST OFFER (PRO RATA PARTICIPATION RIGHTS)
Section 4.1 — Definitions: New Securities
"New Securities" means any shares of capital stock of the Company (including Common Stock and Preferred Stock), whether now authorized or not, and rights, options, or warrants to purchase such shares, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for such shares. Notwithstanding the foregoing, "New Securities" shall not include:
(a) shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock or the Series B Preferred Stock;
(b) shares of Common Stock issuable upon exercise of options or warrants to purchase shares of Common Stock that are outstanding as of the date of this Agreement;
(c) shares of Common Stock (or options or warrants therefor) issued or issuable to employees, officers, directors, consultants, or advisors of the Company pursuant to the Company's equity incentive plan(s) as in effect from time to time, as approved by the Board (including the affirmative vote of the Series B director designated by Cobalt); provided that the total number of shares reserved under such plan(s) does not exceed the current option pool of 8,000,000 shares (of which 5,200,000 shares have been granted as of the date hereof and 2,800,000 shares remain available for grant) or, if increased, does not exceed 15% of the Company's fully diluted shares of capital stock then outstanding without the prior written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock;
(d) shares of capital stock issued in connection with a bona fide acquisition, merger, or strategic partnership approved by the Board (including the affirmative vote of at least one Investor-designated director);
(e) shares of capital stock issued in connection with any equipment leasing, real property leasing, bank lending, or similar debt financing transaction approved by the Board;
(f) shares of capital stock issued in connection with sponsored research, collaboration, technology licensing, or other similar strategic transactions approved by the Board; and
(g) shares of capital stock issued in connection with an IPO.
Section 4.2 — Right of First Offer
(a) Grant of Right. The Company hereby grants to each Major Investor the right of first offer to purchase its Pro Rata Share of any New Securities that the Company may, from time to time, propose to issue and sell after the date hereof (each such issuance, a "Proposed Issuance"). Each Major Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.
(b) Pro Rata Share. For purposes of this Article 4, "Pro Rata Share" means, with respect to each Major Investor, the ratio determined by dividing (x) the number of shares of Common Stock held by such Major Investor (on an as-converted basis, assuming conversion of all outstanding Preferred Stock and exercise of all outstanding options, warrants, and other rights to acquire Common Stock) immediately prior to the Proposed Issuance by (y) the total number of shares of Common Stock then outstanding (on a fully diluted basis, assuming conversion of all outstanding Preferred Stock and exercise of all outstanding options, warrants, and other rights to acquire Common Stock) immediately prior to the Proposed Issuance. Based on the capitalization of the Company as of the date hereof, and assuming the closing of the transactions contemplated by the Purchase Agreement, the approximate Pro Rata Shares are as follows:
•  Cobalt Ventures LP: 14,414,414 ÷ 77,414,414 = approximately 18.62%
•  Pinnacle BioVentures Fund II LP: 10,000,000 ÷ 77,414,414 = approximately 12.92%
•  Lakeshore Health Innovation Fund LP: 5,000,000 ÷ 77,414,414 = approximately 6.46%
The foregoing percentages are approximate and are provided for illustrative purposes only. The actual Pro Rata Share of each Major Investor will be calculated at the time of any Proposed Issuance based on the then-current capitalization of the Company.
(c) Notice. The Company shall give written notice (the "Offer Notice") to each Major Investor of any Proposed Issuance at least twenty (20) days prior to the anticipated closing date thereof. The Offer Notice shall set forth the following information:
(i) the type and aggregate number (or amount) of New Securities proposed to be issued and sold;
(ii) the price per share (or per unit) and other material terms and conditions upon which the Company proposes to issue and sell such New Securities;
(iii) the anticipated closing date of the Proposed Issuance; and
(iv) such Major Investor's Pro Rata Share of the New Securities offered.
(d) Exercise Period. Each Major Investor shall have fifteen (15) days from the date of receipt of the Offer Notice (the "Exercise Period") to elect to purchase up to its Pro Rata Share of the New Securities described in the Offer Notice, at the price and upon the terms specified therein, by delivering a written notice to the Company (the "Exercise Notice") specifying the number of New Securities such Major Investor elects to purchase. A Major Investor's failure to deliver an Exercise Notice within the Exercise Period shall be deemed an election by such Major Investor not to purchase any New Securities in such Proposed Issuance.
(e) Over-Allotment. If any Major Investor does not elect to purchase its full Pro Rata Share of the New Securities offered in the Offer Notice, the Company shall, within five (5) business days after the expiration of the Exercise Period, give written notice (the "Over-Allotment Notice") to each Major Investor that elected to purchase its full Pro Rata Share (each, a "Fully Participating Investor"), specifying the aggregate number of unsubscribed New Securities. Each Fully Participating Investor shall have five (5) business days from the date of receipt of the Over-Allotment Notice to elect to purchase up to its pro rata portion of such unsubscribed New Securities (based on the relative Pro Rata Shares of the Fully Participating Investors), by delivering a written notice to the Company specifying the number of additional New Securities such Fully Participating Investor elects to purchase.
(f) Issuance to Third Parties. If the Major Investors, in the aggregate, do not elect to purchase all of the New Securities offered in the Offer Notice (after giving effect to the over-allotment rights set forth in Section 4.2(e)), the Company may, during the ninety (90)-day period following the expiration of the Exercise Period and the over-allotment period (as applicable), issue and sell the remaining unsubscribed New Securities to any Person at a price not less than, and upon terms no more favorable to such Person than, the price and terms specified in the Offer Notice. In the event that the Company has not sold such remaining New Securities within such ninety (90)-day period, the Company shall not thereafter issue or sell such New Securities without again complying with this Section 4.2.
(g) Closing. The closing of the purchase of New Securities by the Major Investors pursuant to this Section 4.2 shall occur simultaneously with the closing of the sale of New Securities to the third-party purchaser(s), unless the Company and the participating Major Investors otherwise agree. At such closing, each participating Major Investor shall deliver to the Company the full purchase price for the New Securities being purchased by such Major Investor, in the form specified in the Offer Notice (or as otherwise agreed by the Company and such Major Investor), and the Company shall deliver to such Major Investor certificates (or evidence of book-entry) representing such New Securities, duly issued, fully paid, and non-assessable.
Section 4.3 — Termination of Pro Rata Rights
The pro rata rights granted under this Article 4 shall terminate and be of no further force or effect upon the earliest to occur of:
(a) immediately prior to the closing of the Company's IPO;
(b) the dissolution, liquidation, or winding up of the Company; and
(c) with respect to any individual Major Investor, at such time as such Major Investor (together with its Affiliates) ceases to hold at least 2,000,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar transactions) and therefore ceases to qualify as a Major Investor.
ARTICLE 5: ADDITIONAL COVENANTS
Section 5.1 — Insurance
The Company shall obtain and maintain, from and after the date of this Agreement, directors' and officers' liability insurance from a financially sound and reputable insurer, in an amount and on terms reasonably satisfactory to the Board, and the Company shall use commercially reasonable efforts to maintain such insurance coverage for so long as any director designated by any Investor serves on the Board. As of the date of this Agreement, the directors designated by the Investors include Joanna Whitfield (designated by Pinnacle as the Series A director) and Dr. Elena Marchetti (designated by Cobalt as the Series B director). The Company shall promptly notify each Investor-designated director of any material change in the terms of, or the cancellation or non-renewal of, such directors' and officers' liability insurance.
Section 5.2 — Employee Agreements
The Company shall require each officer, employee,

INVESTORS' RIGHTS AGREEMENT

INVESTORS' RIGHTS AGREEMENT

CONFIDENTIAL TREATMENT REQUESTED

INVESTORS' RIGHTS AGREEMENT

RECITALS

ARTICLE 1: DEFINITIONS

ARTICLE 2: REGISTRATION RIGHTS

ARTICLE 3: INFORMATION RIGHTS

ARTICLE 4: RIGHT OF FIRST OFFER (PRO RATA PARTICIPATION RIGHTS)

ARTICLE 5: ADDITIONAL COVENANTS

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