VOTING AGREEMENT
HELIOGRAPH THERAPEUTICS, INC.
Dated as of August 15, 2025
Among
HELIOGRAPH THERAPEUTICS, INC. a Delaware corporation
COBALT VENTURES LP a Delaware limited partnership
PINNACLE BIOVENTURES FUND II LP a Delaware limited partnership
LAKESHORE HEALTH INNOVATION FUND LP a Delaware limited partnership
DR. PRIYA ANAND
DR. MARCUS ELLINGTON
and
THE ADDITIONAL STOCKHOLDERS LISTED ON SCHEDULE A HERETO
TABLE OF CONTENTS
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VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is made and entered into as of August 15, 2025 (the "Effective Date"), by and among:
(i) Heliograph Therapeutics, Inc., a Delaware corporation (the "Company");
(ii) Cobalt Ventures LP, a Delaware limited partnership (the "Series B Investor");
(iii) Pinnacle BioVentures Fund II LP, a Delaware limited partnership ("Pinnacle");
(iv) Lakeshore Health Innovation Fund LP, a Delaware limited partnership ("Lakeshore" and, together with Cobalt Ventures LP and Pinnacle, the "Investors");
(v) Dr. Priya Anand, an individual residing at 119 Magnolia Lane, Chapel Hill, NC 27514, and Dr. Marcus Ellington, an individual residing at 504 Ridgewood Court, Durham, NC 27707 (each, a "Key Holder" and collectively, the "Key Holders"); and
(vi) The additional stockholders of the Company listed on Schedule A attached hereto (together with the Key Holders and the Investors, the "Stockholders").
The Company, the Investors, the Key Holders, and the additional stockholders listed on Schedule A are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware, engaged in the research and development of gene-therapy treatments for rare genetic disorders, with its principal executive offices located at 4800 Biopark Drive, Building C, Suite 200, Durham, NC 27709;
WHEREAS, the Company and Cobalt Ventures LP are parties to that certain Series B Preferred Stock Purchase Agreement dated as of August 15, 2025 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which the Company is issuing and selling to Cobalt Ventures LP 14,414,414 shares of the Company's Series B Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), at a per-share purchase price of $1.3875, for an aggregate purchase price of Twenty Million Dollars ($20,000,000.00);
WHEREAS, the Company, the Investors, and the Key Holders desire to enter into this Voting Agreement to provide for the voting of shares of capital stock of the Company, the composition of the Board of Directors of the Company, drag-along rights, and certain other matters, as a condition to and in connection with the closing of the transactions contemplated by the Purchase Agreement; and
WHEREAS, the Company's Amended and Restated Certificate of Incorporation, as filed (or to be filed) with the Secretary of State of the State of Delaware (the "Restated Certificate"), sets forth the rights, preferences, privileges, and restrictions of the Company's authorized capital stock, including the Series A Preferred Stock and the Series B Preferred Stock.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the respective 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, where "control" 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. Without limiting the generality of the foregoing, the term "Affiliate" shall include, with respect to any Investor, (a) any general partner, managing member, or fund manager of such Investor, (b) any other investment fund or vehicle managed or advised by the same general partner, managing member, or fund manager as such Investor, and (c) any limited partner or member of such Investor that holds more than fifty percent (50%) of the limited partnership interests or membership interests therein.
"Board of Directors" or "Board" means the board of directors of the Company.
"Common Director" has the meaning set forth in Section 2.1(a).
"Common Stock" means the Common Stock, par value $0.0001 per share, of the Company. As of immediately prior to the closing of the transactions contemplated by the Purchase Agreement, there are 40,000,000 shares of Common Stock issued and outstanding.
"Company" means Heliograph Therapeutics, Inc., a corporation duly organized and existing under the laws of the State of Delaware, with Delaware File Number 5923417.
"DGCL" means the General Corporation Law of the State of Delaware, Title 8 of the Delaware Code, as amended from time to time.
"Drag-Along Notice" has the meaning set forth in Section 3.4.
"Drag-Along Sale" has the meaning set forth in Section 3.1.
"Effective Date" means August 15, 2025.
"Independent Director" has the meaning set forth in Section 2.1(d).
"Investors" means, collectively, Cobalt Ventures LP, Pinnacle BioVentures Fund II LP, and Lakeshore Health Innovation Fund LP, and any permitted transferee of any of the foregoing who becomes a party to this Agreement in accordance with its terms.
"Investors' Rights Agreement" means that certain Investors' Rights Agreement, dated as of the date hereof, by and among the Company and the investors named therein, as may be amended, restated, supplemented, or otherwise modified from time to time.
"Key Holders" means (a) Dr. Priya Anand, who holds 16,000,000 shares of Common Stock as of the date hereof, and (b) Dr. Marcus Ellington, who holds 12,000,000 shares of Common Stock as of the date hereof, and, in each case, any permitted transferee of a Key Holder who becomes a party to this Agreement in accordance with its terms.
"Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated organization, governmental entity, or other legal entity.
"Preferred Stock" means, collectively, the Series A Preferred Stock and the Series B Preferred Stock.
"Purchase Agreement" means that certain Series B Preferred Stock Purchase Agreement, dated as of August 15, 2025, by and between the Company and Cobalt Ventures LP, as may be amended, restated, supplemented, or otherwise modified from time to time.
"Qualified IPO" has the meaning set forth in Section 8.1(a).
"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, as may be further amended, restated, supplemented, or otherwise modified from time to time.
"ROFR and Co-Sale Agreement" means that certain Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company, the Investors, the Key Holders, and the other parties named therein, as may be amended, restated, supplemented, or otherwise modified from time to time.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Series A Director" has the meaning set forth in Section 2.1(b).
"Series A Investors" means Pinnacle BioVentures Fund II LP and Lakeshore Health Innovation Fund LP.
"Series A Preferred Stock" means the Series A Preferred Stock, par value $0.0001 per share, of the Company. As of the date hereof, 15,000,000 shares of Series A Preferred Stock are issued and outstanding, having been issued at a per-share purchase price of $2.00 in September 2022.
"Series B Director" has the meaning set forth in Section 2.1(c).
"Series B Investor" means Cobalt Ventures LP, as the sole purchaser under the Purchase Agreement.
"Series B Preferred Stock" means the Series B Preferred Stock, par value $0.0001 per share, of the Company. At the closing of the transactions contemplated by the Purchase Agreement, 14,414,414 shares of Series B Preferred Stock will be issued and outstanding, having been issued to Cobalt Ventures LP at a per-share purchase price of $1.3875.
"Stockholders" means, collectively, the Investors and the Key Holders, and any additional Persons who become party to this Agreement by executing a joinder agreement in accordance with the terms hereof.
"Transfer" means any sale, assignment, transfer, pledge, hypothecation, gift, encumbrance, or other disposition, whether voluntary or involuntary, by operation of law or otherwise, of any Voting Shares or any interest therein (including any transfer to a nominee or agent of the transferring party). The term "Transfer" used as a verb shall have a correlative meaning.
"Voting Shares" means all shares of Common Stock and all shares of Preferred Stock held or hereafter acquired by any Stockholder (including, without limitation, any shares of Common Stock issuable upon conversion of shares of Preferred Stock), in each case that carry the right to vote on matters submitted to a vote of stockholders of the Company.
Section 1.2 — Construction and Interpretation
(a) All references in this Agreement to the Restated Certificate shall be deemed to include any amendments, restatements, supplements, or other modifications thereto. Unless otherwise expressly provided, all references to "Sections," "Articles," "Schedules," and "Exhibits" shall refer to Sections, Articles, Schedules, and Exhibits of and to this Agreement.
(b) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing a gender shall include all genders, and words importing persons shall include individuals, corporations, partnerships, limited liability companies, trusts, and unincorporated associations.
(c) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
(d) This Agreement shall be construed and interpreted in accordance with the DGCL and the principles of contract interpretation thereunder. The Parties acknowledge that each Party and its counsel have reviewed and negotiated this Agreement, and the Parties agree that the normal rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Agreement.
(e) As used herein, the terms "include," "includes," and "including" shall be deemed to be followed by the words "without limitation."
(f) References to any statute, law, rule, or regulation shall be deemed to refer to such statute, law, rule, or regulation as amended, supplemented, or replaced from time to time (and, in the case of any statute, to any rules and regulations promulgated under such statute), unless the context expressly requires otherwise.
ARTICLE 2 — VOTING PROVISIONS; BOARD COMPOSITION
Section 2.1 — Board Composition
The Stockholders agree that the Board of Directors of the Company shall consist of five (5) directors, designated and elected in the following manner:
(a) Common Directors (Two Seats). Two (2) directors (each, a "Common Director") shall be designated by the holders of a majority of the shares of Common Stock then held by the Key Holders, voting as a separate class. The initial Common Directors shall be the following individuals:
(i) Dr. Priya Anand, Co-Founder and Chief Executive Officer of the Company, whose address for purposes of this Agreement is 119 Magnolia Lane, Chapel Hill, NC 27514; and
(ii) Dr. Marcus Ellington, Co-Founder and Chief Scientific Officer of the Company, whose address for purposes of this Agreement is 504 Ridgewood Court, Durham, NC 27707.
(b) Series A Director (One Seat). One (1) director (the "Series A Director") shall be designated by Pinnacle BioVentures Fund II LP, as the holder of a majority of the then-outstanding shares of Series A Preferred Stock, voting as a separate class. The initial Series A Director shall be:
Joanna Whitfield, Partner, Pinnacle BioVentures Fund II LP, whose business address is 101 Federal Street, Suite 2600, Boston, MA 02110.
(c) Series B Director (One Seat). One (1) director (the "Series B Director") shall be designated by Cobalt Ventures LP, as the holder of a majority of the then-outstanding shares of Series B Preferred Stock, voting as a separate class. The initial Series B Director shall be:
Dr. Elena Marchetti, Co-Founder and Managing Partner, Cobalt Ventures LP, whose business address is 2200 Sand Hill Road, Suite 310, Menlo Park, CA 94025.
(d) Independent Director (One Seat). One (1) director (the "Independent Director") shall be an individual who (A) is not an employee, officer, consultant, or agent of the Company or any subsidiary thereof, (B) is not an Affiliate of any Investor, (C) is not an immediate family member of any Key Holder or any officer of the Company, and (D) otherwise qualifies as an "independent" director under applicable securities laws and stock exchange listing standards (even though the Company's securities are not currently listed on any stock exchange). The Independent Director shall be mutually agreed upon by (x) the holders of a majority of the shares of Common Stock then held by the Key Holders and (y) the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis). The initial Independent Director shall be:
Dr. Samuel Ogden.
Section 2.2 — Obligations of Stockholders
Each Stockholder hereby agrees to vote all Voting Shares held by such Stockholder, and to take all other actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, officer, director, or otherwise, and whether at any annual or special meeting of stockholders, by written consent in lieu of a meeting, or otherwise), to ensure that:
(a) The composition of the Board of Directors is at all times consistent with the provisions of Section 2.1 of this Agreement;
(b) At each annual or special meeting of stockholders at which an election of directors is held, or in connection with any action by written consent of stockholders relating to the election of directors, each Stockholder shall vote all Voting Shares held by such Stockholder in favor of the election of each nominee designated in accordance with Section 2.1;
(c) Each Stockholder shall execute and deliver all written consents, proxies, ballots, and other instruments or documents that may be necessary or appropriate to ensure the election and continued service of each director designated in accordance with Section 2.1; and
(d) No Stockholder shall take any action that would be inconsistent with or that would frustrate the purposes of Section 2.1, including voting for the election of any individual to the Board who has not been designated in accordance with Section 2.1.
The obligations of the Stockholders under this Section 2.2 shall apply with respect to any vote, consent, or other action relating to the election, removal, or replacement of directors of the Company, regardless of whether such vote, consent, or other action is taken at an annual meeting of stockholders, a special meeting of stockholders, or by written consent in lieu of a meeting.
Section 2.3 — Vacancies
In the event that any director designated in accordance with Section 2.1 ceases to serve as a member of the Board, whether as a result of death, disability, resignation, removal, or disqualification, the resulting vacancy on the Board shall be filled solely by a replacement individual designated by the party or parties entitled to designate such director under Section 2.1. Each Stockholder hereby agrees to vote all Voting Shares held by such Stockholder, and to take all other actions within such Stockholder's control, to ensure that any such vacancy is filled in accordance with this Section 2.3 as promptly as practicable following the occurrence of such vacancy. Pending the designation and election of a replacement director, the remaining members of the Board shall be authorized to act with such vacancy, subject to applicable law and the Restated Certificate.
Section 2.4 — Removal of Directors
(a) Any Common Director may be removed from the Board (with or without cause) only upon the written request of the holders of a majority of the shares of Common Stock then held by the Key Holders.
(b) The Series A Director may be removed from the Board (with or without cause) only upon the written request of Pinnacle BioVentures Fund II LP (so long as Pinnacle has the right to designate the Series A Director in accordance with Section 2.1(b) and Section 8.3).
(c) The Series B Director may be removed from the Board (with or without cause) only upon the written request of Cobalt Ventures LP (so long as Cobalt has the right to designate the Series B Director in accordance with Section 2.1(c) and Section 8.3).
(d) The Independent Director may be removed from the Board (with or without cause) only upon the joint written request of (x) the holders of a majority of the shares of Common Stock then held by the Key Holders and (y) the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis).
Each Stockholder agrees to vote all Voting Shares held by such Stockholder to effectuate any removal described in this Section 2.4 upon the request of the applicable designating party or parties. No Stockholder shall vote to remove any director designated under Section 2.1 except upon the written request of the party or parties entitled to designate such director as set forth in this Section 2.4.
Section 2.5 — Board Size
Each Stockholder agrees to vote all Voting Shares held by such Stockholder, and to take all other actions within such Stockholder's control, to ensure that the authorized number of directors constituting the Board of Directors shall be five (5). No Stockholder shall take any action to increase or decrease the authorized size of the Board, and the Stockholders shall not approve any amendment to the Restated Certificate or the bylaws of the Company that would change the authorized size of the Board, in each case without the prior written consent of each of the following:
(i) the holders of a majority of the shares of Common Stock then held by the Key Holders;
(ii) Pinnacle BioVentures Fund II LP, for so long as Pinnacle holds any shares of Series A Preferred Stock (or any shares of Common Stock issued upon conversion thereof); and
(iii) Cobalt Ventures LP, for so long as Cobalt holds any shares of Series B Preferred Stock (or any shares of Common Stock issued upon conversion thereof).
Section 2.6 — No Liability for Election of Recommended Directors
No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating or recommending a person for election as a director of the Company for any act or omission by such designated person in his or her capacity as a director of the Company, and the Company hereby agrees to indemnify each such Stockholder and its Affiliates against any claims, demands, losses, damages, or liabilities arising solely by reason of such designation. Nothing in this Section 2.6 shall be construed to limit or affect the rights of any director to indemnification or advancement of expenses under the Restated Certificate, the bylaws of the Company, any indemnification agreement, or applicable law.
Section 2.7 — Board Observer Rights
For the avoidance of doubt, Lakeshore Health Innovation Fund LP shall be entitled to information rights as set forth in the Investors' Rights Agreement, dated as of the date hereof, but shall not be entitled to any board observer rights under this Agreement. Nothing in this Section 2.7 shall preclude the Company and Lakeshore from entering into a separate agreement providing for board observer rights in the future, subject to the consent of the Board.
ARTICLE 3 — DRAG-ALONG
Section 3.1 — Drag-Along Sale Defined
A "Drag-Along Sale" means any bona fide, arm's-length transaction or series of related transactions involving:
(a) a merger, consolidation, or other business combination of the Company with or into another Person (other than a merger effected exclusively for the purpose of changing the Company's domicile);
(b) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (determined on a consolidated basis); or
(c) a sale, transfer, or other disposition by the Stockholders (whether in a single transaction or a series of related transactions) of shares representing a majority of the aggregate voting power of all then-outstanding capital stock of the Company entitled to vote generally in the election of directors,
in each case resulting in a change of control of the Company (meaning that the stockholders of the Company immediately prior to such transaction do not hold, directly or indirectly, a majority of the voting power of the surviving or resulting entity immediately following such transaction), and which transaction has been approved by each of the following:
(i) the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis);
(ii) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders; and
(iii) the Board of Directors of the Company.
Section 3.2 — Drag-Along Obligations
Upon the approval of a Drag-Along Sale in accordance with Section 3.1, each Stockholder (including any Stockholder who voted against or abstained from voting on the approval of such Drag-Along Sale) shall be obligated to:
(a) Vote in Favor. Vote all Voting Shares held by such Stockholder in favor of the Drag-Along Sale at any meeting of stockholders at which such transaction is submitted for approval, and against any alternative acquisition proposal, competing transaction, recapitalization, liquidation, or other transaction or proposal that would reasonably be expected to impede, frustrate, prevent, or materially delay the consummation of the Drag-Along Sale.
(b) Waiver of Appraisal Rights. Refrain from exercising, and hereby waive (to the fullest extent permitted by applicable law), any dissenters' rights, appraisal rights, or similar rights under Sections 262 or 263 of the DGCL or any other applicable law in connection with such Drag-Along Sale.
(c) Execution of Transaction Documents. Execute and deliver all agreements, documents, instruments, and certificates, and take all other actions, reasonably required to consummate the Drag-Along Sale on the terms approved pursuant to Section 3.1, including without limitation executing and delivering a definitive merger agreement, stock purchase agreement, or asset purchase agreement (as applicable), any related escrow agreement, letter of transmittal, indemnification agreement, stockholder representative agreement, and any other ancillary closing documents.
(d) Sale of Shares. If the Drag-Along Sale is structured as a sale or transfer of shares of capital stock of the Company (rather than a merger or asset sale), sell, transfer, and deliver all of such Stockholder's Voting Shares to the proposed acquiror on the same terms and conditions as the other selling Stockholders, with appropriate adjustments to reflect the different liquidation preferences and other rights of the various classes and series of capital stock of the Company as set forth in the Restated Certificate.
Section 3.3 — Conditions to Drag-Along
The obligations of each Stockholder under Section 3.2 shall be subject to the satisfaction of each of the following conditions:
(a) Proportionate Consideration. Each holder of each class or series of capital stock of the Company shall receive the same form and amount of consideration per share of such class or series as would be distributable to such holder in a liquidation of the Company in accordance with the liquidation provisions set forth in the Restated Certificate (which, as of the date hereof, provide for a one-times (1x) non-participating liquidation preference for each of the Series A Preferred Stock and the Series B Preferred Stock, and thereafter a pro rata distribution to holders of Common Stock). If different consideration per share is payable to different classes or series of capital stock, each holder of capital stock of the Company shall receive the same proportion of the aggregate consideration that such holder would receive in a deemed liquidation distribution under the Restated Certificate.
(b) Limited Representations and Indemnification. If any Stockholder is required to provide representations, warranties, or indemnification obligations in connection with the Drag-Along Sale:
(i) the representations and warranties to be made by such Stockholder shall be limited to representations and warranties concerning (A) such Stockholder's ownership of, and authority and right to sell, transfer, and deliver, the Voting Shares held by such Stockholder, (B) the absence of liens and encumbrances on such Voting Shares (other than restrictions arising under this Agreement, the ROFR and Co-Sale Agreement, the Investors' Rights Agreement, and applicable securities laws), and (C) such Stockholder's power and authority to execute and deliver the transaction documents and perform such Stockholder's obligations thereunder. No Stockholder shall be required to make any representation or warranty regarding the Company's business, operations, financial condition, assets, liabilities, properties, intellectual property, or other affairs; and
(ii) the indemnification obligations of each Stockholder with respect to breaches of representations, warranties, covenants, or agreements in the transaction documents (including any obligations under any escrow or holdback arrangement) shall be several and not joint (and not joint and several) and shall not exceed such Stockholder's pro rata share (based on the aggregate consideration received by such Stockholder relative to the aggregate consideration received by all Stockholders) of the total indemnification obligations of all selling stockholders.
(c) No Non-Competition or Non-Solicitation Obligations. No Stockholder (other than a Key Holder) shall be required to enter into any non-competition, non-solicitation, non-hire, or similar restrictive covenant agreement as a condition to the closing of the Drag-Along Sale. A Key Holder may be required to enter into non-competition or non-solicitation agreements to the extent separately negotiated between such Key Holder and the proposed acquiror, but no such obligation shall be imposed on a Key Holder without such Key Holder's separate written consent.
(d) Liability Cap. The aggregate liability of each Stockholder for any and all breaches of representations, warranties, covenants, or indemnification obligations in connection with the Drag-Along Sale shall not exceed the total amount of consideration actually received by such Stockholder in the Drag-Along Sale (net of any amounts placed in escrow that are returned to such Stockholder).
Section 3.4 — Drag-Along Notice
The Company (acting at the direction of the Board) or the initiating Stockholders who have approved the Drag-Along Sale shall provide written notice (a "Drag-Along Notice") to each Stockholder subject to the drag-along obligations under Section 3.2 not less than fifteen (15) business days prior to the expected closing date of the Drag-Along Sale. The Drag-Along Notice shall include, at a minimum, the following information:
(a) the identity of the proposed acquiror or acquirors, together with a brief description of the acquiror's business and organizational form;
(b) the material terms and conditions of the proposed Drag-Along Sale, including the proposed purchase price or aggregate consideration (and the per-share price for each class and series of capital stock), the form of consideration (cash, stock, promissory notes, or other consideration), and any escrow, holdback, earn-out, or deferred payment arrangements;
(c) the expected closing date of the Drag-Along Sale and any material conditions to closing (including regulatory approvals, if applicable); and
(d) copies of the draft definitive transaction documents (including the merger agreement, stock purchase agreement, or asset purchase agreement, as applicable), or, if such documents are not yet in final draft form, a reasonably detailed written summary of the material terms thereof.
Each Stockholder shall have the right to review and comment on the draft transaction documents described in clause (d) above during the period prior to closing, provided that no Stockholder's failure to comment or to object to any provision of such documents shall relieve such Stockholder of the obligations set forth in Section 3.2 (subject to the conditions set forth in Section 3.3).
Section 3.5 — Irrevocable Proxy for Drag-Along
Each Stockholder hereby grants to the Company, and to any designated representative of the Company approved by (x) the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis) and (y) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders, an irrevocable proxy, coupled with an interest, to vote such Stockholder's Voting Shares in favor of a Drag-Along Sale that has been approved in accordance with Section 3.1, solely to the extent that such Stockholder fails to vote such Stockholder's Voting Shares or to execute and deliver a written consent or proxy within the timeframe specified in the Drag-Along Notice (or, if no specific timeframe is specified in the Drag-Along Notice, within ten (10) business days following delivery of the Drag-Along Notice). This irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of the mutual promises and covenants of the Parties under this Agreement. Each Stockholder acknowledges that this irrevocable proxy shall survive the death, disability, incapacity, dissolution, bankruptcy, or insolvency of such Stockholder. The irrevocable proxy granted pursuant to this Section 3.5 shall automatically terminate upon the termination of this Agreement in accordance with Article 8.
ARTICLE 4 — TRANSFER RESTRICTIONS
Section 4.1 — Transfers Subject to Agreement
No Stockholder shall Transfer any Voting Shares to any Person unless, as a condition precedent to such Transfer, the proposed transferee executes and delivers to the Company a joinder agreement in the form attached hereto as Exhibit A (a "Joinder Agreement"), agreeing to be bound by all of the terms, conditions, rights, and obligations of this Agreement as if such transferee were an original signatory hereto. The Company shall not recognize any purported Transfer of Voting Shares on the books and records of the Company, and shall not issue any new stock certificate or record any transfer in book-entry form, unless and until the proposed transferee has duly executed and delivered such Joinder Agreement to the Company.
Notwithstanding the foregoing, the following Transfers shall be permitted without compliance with this Section 4.1 (other than the requirement that the proposed transferee execute a Joinder Agreement):
(i) Transfers by any Investor to any Affiliate of such Investor, or to any related fund, parallel fund, or alternative investment vehicle managed or advised by the same general partner, managing member, or fund manager as such Investor (or any successor thereto);
(ii) Transfers by any Key Holder to a revocable trust, irrevocable trust, family limited partnership, limited liability company, or other estate-planning vehicle for the benefit of such Key Holder or the immediate family members of such Key Holder (including such Key Holder's spouse, domestic partner, lineal descendants, parents, or siblings); and
(iii) Transfers by operation of law pursuant to applicable laws of descent and distribution upon the death of a Key Holder.
In each case described in clauses (i) through (iii) above, the transferee shall execute and deliver a Joinder Agreement prior to or simultaneously with the consummation of such Transfer.
Section 4.2 — Joinder
The form of Joinder Agreement to be executed by each transferee of Voting Shares (or by each new stockholder who acquires shares directly from the Company) is attached hereto as Exhibit A and is incorporated herein by this reference. Any transferee or new stockholder who does not execute and deliver a Joinder Agreement shall not be recognized as a holder of Voting Shares for purposes of this Agreement, shall not be entitled to exercise any rights under this Agreement, and shall not be relieved of any obligations that would otherwise apply to such transferee or new stockholder under this Agreement.
Section 4.3 — Compliance with ROFR and Co-Sale Agreement
Each Stockholder acknowledges that Transfers of Voting Shares by the Key Holders are also subject to the terms and conditions of the ROFR and Co-Sale Agreement, dated as of the date hereof, among the Company, the Investors, the Key Holders, and the other parties named therein. In the event of any conflict between the transfer restrictions set forth in this Agreement and those set forth in the ROFR and Co-Sale Agreement, the more restrictive provisions shall control to the extent of such conflict, and compliance with the more restrictive provisions shall be required.
ARTICLE 5 — ADDITIONAL STOCKHOLDERS
Section 5.1 — New Stockholders
In the event that the Company issues additional shares of capital stock of the Company (whether Common Stock, Preferred Stock, or any other class or series of capital stock) after the date hereof to any Person who is not already a party to this Agreement, the Company shall, as a condition to such issuance, require such Person to execute and deliver a Joinder Agreement in the form attached hereto as Exhibit A, thereby agreeing to be bound by all of the terms, conditions, rights, and obligations of this Agreement. Without limiting the generality of the foregoing, this requirement shall apply to:
(a) any purchaser of shares of Preferred Stock (including, without limitation, any purchaser of shares of Series B Preferred Stock under the Purchase Agreement or any purchaser in a subsequent financing round);
(b) any holder of stock options granted under the Company's 2021 Equity Incentive Plan (or any successor equity incentive plan) who exercises such options and thereby becomes the holder of record of shares of Common Stock or other shares carrying voting rights; and
(c) any other Person who acquires shares of capital stock directly from the Company, whether upon the exercise of warrants, the conversion of convertible notes or other convertible securities, or otherwise.
The Company shall not be required to issue any shares of capital stock to any Person who refuses or fails to execute and deliver a Joinder Agreement as required by this Section 5.1.
Section 5.2 — Option Pool
The Company has established a stock option pool consisting of 8,000,000 shares of Common Stock reserved for issuance under the Company's 2021 Equity Incentive Plan (the "Plan"), of which 5,200,000 shares have been granted (whether as stock options, restricted stock units, or other equity awards) and 2,800,000 shares remain available for future grants, in each case as of the date hereof. The Stockholders acknowledge that holders of unexercised stock options, unvested restricted stock units, and other equity awards under the Plan are not parties to this Agreement and shall not be subject to the voting or other obligations set forth herein until and unless such holders exercise their options (or such awards are settled in shares) and become holders of record of shares of capital stock of the Company carrying voting rights. Upon such exercise or settlement, the Company shall require such holder to execute and deliver a Joinder Agreement in accordance with Section 5.1.
ARTICLE 6 — REPRESENTATIONS AND WARRANTIES
Section 6.1 — Representations and Warranties of the Stockholders
Each Stockholder, severally and not jointly, hereby represents and warrants to the Company and to each other Stockholder as follows, as of the date hereof:
(a) Power and Authority. Such Stockholder has all requisite power and authority (and, in the case of a Stockholder that is an entity, such Stockholder has been duly authorized by all necessary partnership, limited liability company, or other organizational action, as applicable) to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an entity, the execution, delivery, and performance of this Agreement by such Stockholder has been duly authorized by all necessary action on the part of such Stockholder, and no further action, approval, or consent is required on the part of such Stockholder, its partners, members, managers, or any other Person.
(b) Binding Obligation. This Agreement constitutes a valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general applicability relating to or affecting the enforcement of creditors' rights generally, and (ii) the availability of specific performance, injunctive relief, or other equitable remedies (the "Enforceability Exceptions").
(c) No Conflicts. The execution, delivery, and performance of this Agreement by such Stockholder does not and will not (i) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with the giving of notice, the passage of time, or both, would constitute a default) under, any contract, agreement, instrument, commitment, obligation, or arrangement to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound, (ii) violate or conflict with any provision of the organizational documents of such Stockholder (if applicable), or (iii) violate any law, statute, rule, regulation, judgment, order, writ, injunction, or decree applicable to such Stockholder.
(d) Ownership of Shares. Such Stockholder is the sole record and beneficial owner of the number and class or series of Voting Shares set forth on Schedule A opposite such Stockholder's name, free and clear of any and all liens, pledges, charges, security interests, claims, options, rights of first refusal, co-sale rights, preemptive rights, encumbrances, or other restrictions of any kind or nature whatsoever (collectively, "Liens"), other than (i) restrictions arising under this Agreement, (ii) restrictions arising under the ROFR and Co-Sale Agreement, (iii) restrictions arising under the Investors' Rights Agreement, (iv) restrictions arising under the Restated Certificate, and (v) restrictions imposed by applicable federal and state securities laws. Such Stockholder has not granted any proxy, voting trust, or other voting arrangement with respect to such Voting Shares that conflicts with or is inconsistent with the terms of this Agreement.
Section 6.2 — Representations and Warranties of the Company
The Company hereby represents and warrants to each Stockholder as follows, as of the date hereof:
(a) Organization and Good Standing. Heliograph Therapeutics, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 5923417), and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.
(b) Authority. The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Company has been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors of the Company at a duly convened meeting held on August 8, 2025, and no further corporate action, consent, or approval is required.
(c) Binding Obligation. This Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
(d) Capitalization. The authorized capital stock of the Company, and the shares of capital stock issued and outstanding as of the date hereof (or to be issued and outstanding immediately following the closing of the transactions contemplated by the Purchase Agreement), are as set forth in the Restated Certificate and on Schedule A hereto. All issued and outstanding shares of capital stock of the Company have been duly authorized, are validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws.
ARTICLE 7 — COVENANTS
Section 7.1 — D&O Insurance
The Company shall use commercially reasonable efforts to obtain and maintain, at its sole expense, directors' and officers' liability insurance (including employment practices liability coverage) with reputable insurance carriers, in amounts and with coverage terms that are customary for companies of a similar size and stage operating in the life sciences and biotechnology industry, for the benefit of all members of the Board of Directors and all officers of the Company. The Company shall provide evidence of such insurance coverage to any director upon reasonable request.
Section 7.2 — Board Meetings
The Board of Directors shall meet at least once per calendar quarter. Meetings of the Board may be held in person at the Company's principal offices in Durham, North Carolina, or at such other location as the Board may determine, or by telephone conference or video conference, in accordance with the Company's bylaws and the DGCL. The Company shall use its best efforts to provide each director with at least ten (10) business days' prior written notice of any regularly scheduled Board meeting, and at least three (3) business days' prior written notice of any special Board meeting, together with an agenda and copies of all materials to be considered at such meeting.
Section 7.3 — Expenses of Board Designees
The Company shall promptly reimburse each non-employee director for all reasonable and documented out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors or any committee thereof, including reasonable travel, lodging, and meal expenses, upon submission of appropriate documentation in accordance with the Company's expense reimbursement policies. Such reimbursement obligations shall be in addition to any cash or equity compensation that the Board may approve for non-employee directors from time to time.
Section 7.4 — Restrictive Legend
All certificates representing Voting Shares that are subject to this Agreement (or, if the Company's shares are uncertificated, all book-entry notations with respect to such shares maintained by the Company's transfer agent) shall bear, or be subject to, a legend substantially in the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT DATED AS OF AUGUST 15, 2025, BY AND AMONG HELIOGRAPH THERAPEUTICS, INC. AND CERTAIN OF ITS STOCKHOLDERS, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH AGREEMENT."
The Company agrees that it shall not remove such legend (or, in the case of uncertificated shares, such book-entry notation) unless and until this Agreement is terminated in accordance with Article 8. The legend set forth above shall be in addition to any other legends required by applicable securities laws or by the Restated Certificate.
ARTICLE 8 — TERMINATION
Section 8.1 — Termination Events
This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of any of the following events:
(a) Qualified IPO. The closing of the Company's first firm-commitment underwritten public offering of shares of Common Stock registered under the Securities Act pursuant to a registration statement on Form S-1 (or any successor form) filed with the United States Securities and Exchange Commission (a "Qualified IPO"), at a per-share price to the public of at least $4.1625 (which is equal to three times (3x) the Series B original issue price of $1.3875 per share, subject to appropriate adjustment for any stock split, stock dividend, combination, recapitalization, or similar event occurring after the date hereof) and with aggregate gross proceeds to the Company (before underwriting discounts, commissions, and offering expenses) of at least Seventy-Five Million Dollars ($75,000,000).
(b) Drag-Along Sale. The consummation of a Drag-Along Sale in accordance with Article 3 of this Agreement.
(c) Written Consent. The written consent of each of the following: (i) the Company (acting upon the approval of the Board of Directors), (ii) the holders of a majority of the then-outstanding shares of Common Stock held by the Key Holders, and (iii) the holders of a majority of the then-outstanding shares of Preferred Stock (voting together as a single class on an as-converted-to-Common-Stock basis).
(d) Dissolution. The dissolution, winding up, or liquidation of the Company, whether voluntary or involuntary, including any deemed liquidation event (as defined in the Restated Certificate), unless such deemed liquidation event constitutes a Drag-Along Sale consummated in accordance with Article 3.
Section 8.2 — Effect of Termination
Upon the termination of this Agreement in accordance with Section 8.1, all rights and obligations of the Parties under this Agreement shall cease and be of no further force or effect, and no Party shall have any further liability or obligation to any other Party hereunder; provided, however, that (a) nothing herein shall relieve any Party from liability for any breach of this Agreement that occurred prior to such termination, (b) any rights that have accrued prior to the date of termination (including, without limitation, any rights to indemnification under Section 2.6) shall survive such termination, and (c) the provisions of Article 9 (General Provisions) shall survive the termination of this Agreement.
Section 8.3 — Termination of Specific Designation Rights
Notwithstanding the provisions of Section 8.1:
(a) Pinnacle Designation Right. The right of Pinnacle BioVentures Fund II LP to designate the Series A Director pursuant to Section 2.1(b) shall automatically terminate at such time as Pinnacle BioVentures Fund II LP (together with its Affiliates) holds fewer than 3,000,000 shares of Series A Preferred Stock (or shares of Common Stock issued upon conversion thereof, or any combination of the foregoing, subject to appropriate adjustment for any stock split, stock dividend, combination, recapitalization, or similar event).
(b) Cobalt Designation Right. The right of Cobalt Ventures LP to designate the Series B Director pursuant to Section 2.1(c) shall automatically terminate at such time as Cobalt Ventures LP (together with its Affiliates) holds fewer than 5,000,000 shares of Series B Preferred Stock (or shares of Common Stock issued upon conversion thereof, or any combination of the foregoing, subject to appropriate adjustment for any stock split, stock dividend, combination, recapitalization, or similar event).
(c) Vacancy Upon Termination of Designation Right. Upon the termination of any designation right pursuant to this Section 8.3, the board seat previously held by the director designated pursuant to such terminated designation right shall become vacant, and such vacancy shall be filled by a majority vote of the remaining members of the Board of Directors then in office, in accordance with the Company's bylaws and the DGCL.
ARTICLE 9 — GENERAL PROVISIONS
Section 9.1 — Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 9.2 — Jurisdiction and Venue