IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE ) IN RE HOOKIPA PHARMA INC. ) C.A. No. ) VERIFIED PETITION FOR RELIEF UNDER 8 DEL. C. 205 Petitioner HOOKIPA Pharma Inc. (the " Company ") brings this Petition for relie

IN THE COURT OF CHANCERY FOR

THE STATE OF DELAWARE

VERIFIED PETITION FOR

RELIEF UNDER 8 DEL. C. 205

HOOKIPA Pharma Inc. (the "Company") brings this Petition for relief under Section 205 ("Section 205")

of the Delaware General Corporation Law (the "DGCL"):

NATURE OF THE ACTION

connection with holding its annual meetings of stockholders for calendar years 2022 (the "2022 Meeting") and 2023

(the "2023 Meeting"), the Board of Directors of the Company mistakenly fixed record dates that were more than 60 days

before the dates of the meetings, in contravention of Section 213(a) of the DGCL. For the 2022 Meeting, the record date was

78 days before the meeting, and, for the 2023 Meeting, the record date was 66 days before the meeting.

this Petition, the Company seeks to validate four actions approved by Company stockholders:

BACKGROUND ON THE MEETINGS

Notice and Record Dates. With respect to the 2022 Meeting and the 2023 Meeting:

with the Record Dates. Section 213(a) of the DGCL specifies

that a record date cannot be earlier than the 60th day nor less than the 10th day before the date of a

stockholder meeting. For the 2022 Meeting, the record date should have been

fixed for no earlier than May 1st, instead of April 13th. For the 2023 Meeting, the record

date should have been fixed for no earlier than April 10th, instead of April 4th. These record date

defects are the only failures of authorization (as that term is used in Section 204) for the actions the Company wishes to

submitted for stockholder approval. The proposals presented for stockholder approval were as follows:

these actions, the Company seeks to validate only the 2022 Share Increase Amendment, the Plan Amendment, the 2022 Elections and the 2023

2022 Share Increase Amendment. The 2022 Share Increase Amendment provided for an increase in the number of shares of common stock

that the Company is authorized to issue from 100 million to 200 million. This amendment required approval from the holders of a majority

of the common stock issued and outstanding. The 2022 Share Increase Amendment was approved by the holders of 31,364,292 shares of common

stock, representing over 61% of the common stock outstanding as of the April 13, 2022 record date. In the proxy statement, the Company

stated that brokers were entitled to vote on the amendment absent instructions from the beneficial owners, and the voting results of

the meeting reflect that brokers voted on the amendment. Believing it had obtained valid stockholder approval, the Company filed a certificate

of amendment to enact the 2022 Share Increase Amendment with the Office of the Secretary of State of the State of Delaware on June 30,

2022, which was the same day as the 2022 Meeting.

Plan Amendment. The Plan Amendment increased, from 4,878,814 to 5,878,814, the number of shares that the Company could use to

award equity grants to employees and certain agents under the Incentive Plan. The amendment enacted other changes described in the

proxy statement for the 2022 Meeting, and a clean copy of the entire 2019 Stock Option and Incentive Plan, as it would be amended by

the Plan Amendment, was attached as an exhibit to the proxy statement. To be adopted, the votes cast "for" the Plan

Amendment needed to exceed the votes cast "against" the Plan Amendment at a meeting at which a quorum was present. A

quorum was present at the 2022 Meeting, with over 77% of the common stock present in person or by proxy, and the Plan Amendment was

approved by over 73% of the votes cast (with the holders of 23,315,702 shares voting in favor, and 8,422,262 shares voting against).

The proxy materials for the meeting disclosed that brokers were not entitled to exercise discretionary authority to vote on the

proposal, and broker non-votes had no effect on the outcome of the proposal given the voting standard. The voting results list

broker non-votes, thereby confirming that brokers did not vote.

2022 Elections. The stockholders voted to elect two directors for three-year terms at the 2022 Meeting. Company directors are elected

by plurality vote, and the Company's nominees ran unopposed. Each candidate received "for" votes representing at least

65% of the shares present in person or represented by proxy at the 2022 Meeting.

2023 Elections. The stockholders voted to elect three directors for three-year terms at the 2023 Meeting. Company directors are

elected by plurality vote, and the Company's nominees ran unopposed. Each candidate received "for" votes

representing at least 60% of the shares present in person or represented by proxy at the 2023 Meeting.

CAPITALIZATION STRUCTURE

Calculating the number of clearly valid shares outstanding. If the 2022 Share

Increase Amendment did not validly increase the number of shares of common stock authorized for issuance to 200 million, then (absent

validation by this Court), the Company is limited to validly issuing only 100 million shares of common stock (the maximum number fixed

in the non-amended Charter). To determine the number of shares that a corporation may issue on a given date, Section 161 of the

DGCL requires the Company to deduct from its total number of authorized shares the number of shares that have already been issued plus

the number of shares that have been subscribed for or otherwise committed to be issued.3

The Company has a reserved a significant number of shares of common stock to satisfy the conversion rights of another class of common

stock, the conversion rights of several series of preferred stock and the exercise rights of equity grants.

of shares outstanding and reserved. By April 22, 2024, the record date for the Company's annual meeting of stockholders

for calendar year 2024 (the "2024 Meeting"), there were 96,550,590 shares of common stock outstanding and 40,052,621

shares reserved for issuance. This total represents an over-issuance of shares of 36,603,211 ((96,550,590 + 40,052,621) - 100,000,000).

The Company's stock is traded on The Nasdaq Capital Market, and the composition of its significant stockholders has changed over

time. Accordingly, the Company cannot determine with certainty which outstanding shares are valid and which outstanding shares are potentially

Actions. The Company held the 2024 Meeting on June 17, 2024. There were no issues with the record date for the 2024 Meeting.

14. The 2024 Share Increase Amendment and the 2024 Reverse Stock Split are fundamental transactions that affect the Company's capitalization.

However, as noted above, the Company cannot determine with certainty which shares reflected on the Company's books as outstanding

on the record date for the 2024 Meeting are valid and which shares are potentially invalid. Accordingly, the validity of the actions

taken by the Company stockholders at the 2024 Meeting are also called into question. The Company is not seeking validation of these actions.

However, if the Court validates the actions taken at the 2022 Meeting with retroactive effect (as requested in this Petition) any uncertainty

about the validity of the acts taken at the 2024 Meeting will be resolved.

CONSIDERATIONS WARRANTING

RELIEF UNDER SECTION 205

15. The record date was fixed with the subjective belief that it complied with the DGCL. The Board of Directors fixed the record dates

for the 2022 Meeting and 2023 Meeting that were selected by management. Counsel reviewed the proxy materials for compliance with applicable

law. The Company did not learn about the record date issues until December 9, 2024, when the Company received a letter from an attorney

purporting to represent a stockholder of the Company. Counsel for the purported stockholder has indicated that the purported stockholder

intends to take no position with respect to the relief sought in this action pursuant to Section 205.

The Company and its stockholders treated the record date as valid. The Company treated the record dates for the 2022 Meeting and

2023 Meeting as valid when the Company expended the time and cost to prepare the proxy materials for those meetings and to hold those

meetings. The stockholders as of April 13, 2022 and April 4, 2023 also relied on those record dates to review the proxy materials

and to cast a vote on the proposals submitted at those meetings. The Company, purchasers of its stock and the holders of its convertible

securities and equity grants relied on the validity of the 2022 Share Increase Amendment. The Company and its stockholders, in turn,

relied on the validity of the shares issued under the 2022 Share Increase Amendment to hold the 2024 Meeting and to take the fundamental

actions adopted during there, including the 2024 Share Increase Amendment and the 2024 Reverse Split.

Harm resulting from no validation. The Company is not aware of any harm that will result from the validations requested in this

Petition. Instead, several groups of Company stakeholders will benefit from the validations. The validations will place the Company and

its security holders in the position they have always thought they were in vis- -vis the Company's capitalization table.

The fully informed stockholder votes taken at the 2022 Meeting and 2023 Meeting will also be given full effect rather than nullified.

to Section 204. The Company is mindful of precedents encouraging corporations to rely on Section 204 when possible. But

the Company respectfully submits that recourse to Section 204 likely is not available and is not warranted here.

these reasons, the Company respectfully requests the relief it seeks pursuant to Section 205.

Company repeats and reiterates the allegations above as if set forth fully herein.

of the potential defects above, there is uncertainty as to the validity of 2022 Share Increase Amendment, the Plan Amendment, the 2022

Elections and the 2023 Elections, each of which is a potentially defective corporate act.

Court has the authority under Section 205(a)(3) to determine the validity and effectiveness of any defective corporate act

not ratified pursuant to Section 204 and under Section 205(b)(2) to validate and declare effective any defective corporate

Company effected the actions for which it seeks validation with a good faith belief that they were validly approved by the stockholders.

Company and its stockholders have treated as valid the record dates that resulted in the issues with the validity of the actions taken

at the 2022 Meeting and 2023 Meeting.