Offer Letter, dated March15, 2023, by and between the Registrant and Kevin B.Bacon

Your annual salary is $310,000 until the company has successfully completed an IPO; After becoming a public company your annual salary is $385,000; your deferred salary of $75,000 will be received at 120% if the IPO occurs before 8/1 or 100% if the IPO is after 8/1. Salary is paid in USD paid twice per month in accordance with Sequoia’s standard payroll policies.

Within the earlier of (i) 3 months after Sequoia’s IPO or (ii) 12 months from your Start Date, Sequoia agrees to review your salary in line with comparable industry salaries for companies with the then characteristics of Sequoia, and, if deemed appropriate by the board of directors, make corresponding adjustments to your salary.

BONUS: you have a chance for up to a 40% bonus according to meeting the following activities: completing IPO, retaining staff, launch phase 2 pre-enrollment by Q1 2024, planning and submitting a BARDA application; You will be entitled to participate in Sequoia’s employee benefit plans as generally made available to other employees on your Start Date.

These benefits include 20 vacation days per year that do not accrue and standard holidays. Upon your employment you are eligible to enroll in Sequoia’s healthcare insurance plan, dental plan, vision plan, term-life insurance plan, and disability insurance plan. Sequoia pays 100% of your monthly benefit premiums and 50% of your dependents’ monthly benefit premiums. Sequoia will also offer enrollment in an employer-sponsored retirement savings 401(k) account.

Sequoia’s board of directors may at its discretion terminate your duties at any time. Such termination will require a majority vote of the incumbent members of the board of directors, and will become effective upon written notice to you or at such later time as set forth in such notice. After such termination, all rights, duties and obligations of both parties shall cease (other than those under the terms of Sequoia’s Employee Invention and Proprietary Information Agreement, which shall survive by their terms) except that, upon your execution of a customary separation agreement providing for a mutual release of liability related to your employment with the company, the company shall continue to pay you your then-monthly salary for the month in which your duties were terminated and for 4 consecutive months thereafter as an agreed upon severance payment (such payments to be in accordance with the company’s standard payroll practices). During this period, you shall not be required to perform any duties for the company. The fact that you may seek, accept or undertake other employment during this period shall not affect the company’s obligations to make the severance payments. The severance arrangements described in this section will not be payable if your employment is terminated for cause, which shall include, but not be limited to, your being charged with any felony criminal offense or your willfully failing to follow a reasonable directive from the board of directors.

If Sequoia’s board of directors, in its discretion, materially changes your duties or authority so that you are no longer performing the ordinary job functions of a chief executive officer, you shall have the right, within 90 days of such event, in your discretion to terminate your employment by written notice delivered to the Sequoia board of directors. Upon such termination, you shall be entitled to the same severance arrangement provided above as if Sequoia had terminated your employment.

If Sequoia is merged, sold, relocated or closed, you may, in your discretion, terminate your employment. If you elect to terminate your employment as a result of the merger, sale or closing of the company, you shall be entitled to the same severance arrangement provided above as if Sequoia had terminated your employment.

If, in your discretion, you elect to terminate your employment for any other reason, you shall give the board of directors 60 days’ written notice of your decision to terminate your employment, and at the end of such 60 day period (or less if agreed upon by the board of directors), all rights, duties and obligations of both parties shall cease (other than those under the terms of Sequoia’s Employee Invention and Proprietary Information Agreement, which shall survive by their terms).

You shall devote your full professional time and attention to the performance of your obligations under this agreement, and shall at all times faithfully, industriously and to the best of your ability, experience and talent, perform all of your duties and responsibilities hereunder. In furtherance of, and not in limitation of the foregoing, during the term of your employment with Sequoia, you further agree that (i) Sequoia shall be entitled to all of the benefits and profits arising from or incident to all such work, services and advice provided to the Sequoia (except as otherwise may be provided in Sequoia’s Employee Invention and Proprietary Information Agreement); and (ii) you shall not render commercial or professional services of any nature that impact your ability to perform your job fully, including as a founder, advisor, consultant, or a member of the board of directors, to any person or organization, whether or not for compensation, without the prior approval of Sequoia’s board of directors, in its sole discretion; provided, however, you may (i) serve as a member of a non-profit board of directors or (ii) invest no more than five percent (5%) in a private company that does not compete with the Company, without prior approval of Sequoia’s board of directors.

During the term of your employment with Sequoia and during the 3- month period following termination of your employment, you shall not directly own, manage, operate, join, control, or participate in or be connected with, as an officer, employee, partner, stockholder or otherwise any other entity that is engaged principally or significantly in the business conducted by Sequoia during your period of employment.