Common use of EIN Number Clause in Contracts

EIN Number. o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT

EIN Number. o ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES CONTINUE] EXHIBIT A FORM OF COMMON STOCK PURCHASE AGREEMENT] IN WITNESS WHEREOFWARRANT EXHIBIT B LOCK-UP AGREEMENT LOCK-UP AGREEMENT _____, 2024 CLEARSIDE BIOMEDICAL, INC. Re: Securities Purchase Agreement, dated as of February 6, 2024 (the “Purchase Agreement”), among Clearside Biomedical, Inc. (the “Company”) and the purchasers signatory thereto (the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.3 of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned have caused this Securities Purchase Agreement irrevocably agrees with the Company that, from the date hereof until forty five (45) days after the Closing Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be duly executed expected to, result in the disposition (whether by their respective authorized signatories as actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% undersigned or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained any person in this Agreement to privity with the contrary, by checking this box (i) the obligations undersigned or any Affiliate of the above-signed to purchase undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations meaning of Section 16 of the Company to sell such securities to Securities Exchange Act of 1934, as amended (the above-signed“Exchange Act”), shall be unconditional and all conditions to Closing shall be disregardedwith respect to, (ii) the Closing shall occur by the second (2nd) Trading Day following the date any shares of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the aboveCompany beneficially owned, held or hereafter acquired by the undersigned (the “Securities”) or make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or Common Stock Equivalents or publicly disclose the intention to do any of the foregoing. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Securities except in compliance with the foregoing restrictions. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives a signed lock-signed up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee, distributee, or transferee, as applicable) to deliver such agreementthe case may be, instrument, certificate or the like or purchase price (as applicable) prior to such other party on transfer, (2) with respect to clauses (i) – (v) and (vii), any such transfer shall not involve a disposition for value, (3) with respect to clauses (i) – (v) and (vii), such transfer is not required to be reported with the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENTSecurities and Exchange Commission in accordance with the Exchange Act and no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:

EIN Number. o ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES Exhibit A-1 Form of Warrant (non-affiliated purchasers) See attached NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO NVCN AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE AGREEMENT] IN WITNESS WHEREOFWARRANT MAIA BIOTECHNOLOGY, INC. Warrant Shares: _______ Issue Date:______, 2024 Initial Exercise Date: _______, 20241 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as “Warrant Shares”) of the date first indicated aboveCompany’s Common Stock. Name The purchase price of Purchaser: [Redacted] Signature one share of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in Common Stock under this Agreement Warrant shall be equal to the contraryExercise Price, by checking this box (i) the obligations of the above-signed to purchase the securities set forth as defined in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENTSection 2(b).

EIN Number. o ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by on the second third (2nd3rd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENTCONTINUE] IN WITNESS WHEREOFSchedule 3.1(g) The total number of shares of stock the Company has authority to issue is 240,000,000, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box divided into (i) the obligations 40,000,000 shares of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signedpreferred stock, of which 200,000 shares have been designated as Series A Junior Participating Preferred Stock, of which, none are issued and outstanding, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) 200,000,000 shares of Common Stock, After giving effect to the Closing shall occur by issuance of the second Shares and immediately after the Closing, (2nda) Trading Day following the date 119,614,626 shares of Common Stock will be issued and outstanding, (b) 31,649,835 shares will be reserved for issuance upon conversion of issued and outstanding options, warrants and other derivative securities (excluding shares reserved for future issuance under employee benefit plans, which are described in clause (c) of this Agreement paragraph, (c) 6,046,169 shares will be reserved for issuance under the Company’s equity compensation plans, of which 3,584,686 shares are subject to currently outstanding awards. The issuance and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation sale of the Company or Shares will reduce the above-signed (as applicable) exercise price of warrants to deliver such agreementpurchase 2,137,650 shares of Common Stock from $0.46 to $0.28 per share. Such warrants were originally issued in March 2007 and expire on March 9, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT2012.

EIN Number. o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed above -signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: $ [Redacted] Shares: 300,000_ Warrants: 150,000 Beneficial Ownership Blocker ¨ 4.99% or ¨ 9.99%

EIN Number. o ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] [PURCHASER SIGNATURE PAGES TO NVCN KSPN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Empery Tax Efficient III, LP By: Empery Asset Management, LP, its authorized agent Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Xxxxx Director Name of Authorized Signatory: [Redacted] Xxxxx Director Title of Authorized Signatory: [Redacted] General Counsel of Empery Asset Management, LP Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized SignatoryAddress for Notice to Purchaser: Address for Delivery of Shares Securities to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] $_________________ Shares: 4,000,000 _________________ Pre-Funded Warrants: 2,000,000 __________________ Beneficial Ownership Blocker x ☐ 4.99% or ¨ ☐ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT%

EIN Number. o ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Exhibit A NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC. Warrant Shares: [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES •] Issue Date: March ___, 2024 THIS COMMON STOCK PURCHASE AGREEMENT] IN WITNESS WHEREOFWARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the undersigned have caused this Securities Purchase Agreement date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to be duly executed by their respective authorized signatories subscribe for and purchase from BIORA THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the date first indicated aboveCompany’s Common Stock. Name The purchase price of Purchaser: [Redacted] Signature one share of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in Common Stock under this Agreement Warrant shall be equal to the contraryExercise Price, by checking this box (i) the obligations of the above-signed to purchase the securities set forth as defined in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENTSection 2(b).

EIN Number. o ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENTCONTINUE] IN WITNESS WHEREOFSchedule 3.1(h) and Schedule 4.7 Recent Developments The aggregate market value of the common stock, par value $0.0001 per share (the undersigned have caused this Securities Purchase Agreement to be duly executed “Common Stock”), of NexImmune, Inc. (the “Company”) held by their respective authorized signatories non-affiliates as of the date first indicated abovehereof pursuant to General Instruction I.B.6 of Form S-3 is $12,484,440 which was calculated based on 847,552 shares of its Common Stock outstanding held by non-affiliates at a price of $14.73 per share, the closing price of the Common Stock on January 9, 2024. Name As of Purchaser: [Redacted] Signature the date hereof, the Company has not offered or sold any securities pursuant to General Instruction I.B.6 of Authorized Signatory Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. As a result of Purchaser: [/s/ Redacted] Name the limitations of Authorized Signatory: [Redacted] Title General Instruction I.B.6 of Authorized Signatory: [Redacted] Email Address Form S-3, as of Authorized Signatory: [Redacted] Facsimile Number the date hereof the Company would be able to offer and sell shares of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement its Common Stock pursuant to the contraryCompany’s Registration Statement on Form S-3 (the “Form S-3”) having an aggregate offering price of up to $4,161,480. While there can be no assurance that the Company will be able to offer and sell shares of its Common Stock pursuant to its Form S-3, by checking this box (i) if it were able to do so, the obligations Company would expect to use the net proceeds from any such sales to seek additional financing and pursue potential business development and/or collaboration opportunities, and for working capital and general corporate purposes. If the Company was able to offer and sell the maximum aggregate offering price of its Common Stock that it is currently permitted to offer and sell under General Instruction I.B. of Form S-3, the Company expects that the net proceeds from such sales, together with its existing cash and cash equivalents, would be sufficient to meet the Company’s anticipated cash requirements into May 2024. However, the Company’s forecast of the aboveperiod of time through which its financial resources will be adequate to support its operations is a forward-signed to purchase the securities set forth in looking statement that involves risks and uncertainties and actual results could vary materially. The Company has based this Agreement estimate on assumptions that may prove to be purchased wrong, and it could deplete its capital resources sooner than expected. As a result, the Company may be unable to realize value from its assets and discharge its liabilities in the normal course of business. The Company expects that the additional financing it will seek with the proceeds from any such sales will be highly dilutive to holders of its Common Stock, including investors in any offers and sales made pursuant to the Company’s Form S-3. Such additional financing could involve the issuance and sale of redeemable or convertible preferred stock which terms may include liquidation preferences, price resets or other anti-dilution protections, or other equity or debt securities senior to the Common Stock, that would provide their holders with significant preferences and other rights over the Common Stock and which could reduce or eliminate some or all of the value of the Common Stock and any other securities exercisable for or convertible into Common Stock. In addition, the additional financing may result in certain governance and other board rights being provided to investors in that financing and also may require that the Company delist from The Nasdaq Stock Market LLC (“Nasdaq”) and seek to suspend its reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There can be no assurance that the Company will be able to consummate any offers or sales pursuant to its Form S-3 or any additional financing, in which case the Company could be forced to complete the wind down of its operations and/or seek bankruptcy or similar protection. As a result, its business, financial condition and results of operations would be materially affected and its stockholders would lose all of their investment. As previously disclosed in November 2023, the Company received a notice from the Listing Qualifications Department of Nasdaq notifying the Company by the above-signed, and the obligations that based upon Nasdaq’s review of the Company and pursuant to sell such Nasdaq Listing Rule 5101, Nasdaq believes that the Company is a “public shell,” and that the continued listing of its securities is no longer warranted. Nasdaq’s notice also provides that, unless the Company timely appeals Nasdaq’s determination, it would be subject to delisting. Accordingly, the Company timely requested a hearing and the hearing request has automatically stayed any suspension or delisting action pending the hearing. There can be no assurance that the Company will ultimately be able to demonstrate compliance with all applicable listing criteria, in which event Nasdaq may delist the Company’s securities. In addition, in connection with potential future financings, the Company may be required to, or may determine to, voluntarily delist from Nasdaq and may seek to suspend its reporting requirements under the Exchange Act. In the event of a delisting of the Common Stock from trading on Nasdaq, any trading in the Common Stock, if any, would only occur in privately negotiated sales and potentially on an over-the-counter market. However, there can be no assurance that the Common Stock will be quoted on an over-the-counter market or that a broker will make a market in the Common Stock. If the Common Stock is delisted by Nasdaq, there can be no assurance that the Common Stock would trade on any alternative exchange or market, including the OTC Bulletin Board or any another over-the-counter market. This would likely result in it being more difficult, or not possible, for investors to sell, dispose of, or obtain accurate quotations as to the above-signedmarket value of, shall be unconditional and all conditions to Closing shall be disregardedthe Common Stock. As previously disclosed in January 2024, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or adjourned its special meeting of stockholders for the above-signed purpose of any agreement, instrument, certificate or approving the like or purchase price (as applicable) shall no longer be a condition liquidation and shall instead be an unconditional obligation dissolution of the Company and the Plan of Liquidation and Dissolution (the “Special Meeting”), with the Special Meeting scheduled to reconvene on Wednesday, February 7, 2024, at 10:00 a.m., Eastern Time in a virtual format. In the event that the Company is able to raise additional funding prior to reconvening of the Special Meeting in amounts sufficient to meet its anticipated cash requirements to continue as a going concern, the Company would expect to postpone or cancel the Special Meeting. In the event of a postponement of the Special Meeting, the Company would expect to set a new record date for the determination of stockholders of the Company entitled to vote at the Special Meeting and to file proxy materials relating to the postponed Special Meeting with the Securities and Exchange Commission as soon as practicable. Supplemental Risk Factors The Company needs to raise capital to support its operations, and there is substantial doubt about its ability to continue as a going concern. If the Company is unable to raise capital when needed, it could be forced to complete a wind down of its operations and/or seek bankruptcy protection. The Company expects that its existing cash and cash equivalents will be sufficient to meet its anticipated cash requirements through mid-February 2024. As a result, the Company will need substantial additional funding in order to permit it to continue its operations. Adequate additional financing may not be available to the Company on acceptable terms, or at all. Moreover, the terms of any financing may adversely affect the holdings or the above-signed (as applicable) to deliver such agreementrights of the Company’s stockholders. In addition, instrumentthe issuance of additional securities, certificate by the Company, or the like possibility of such issuance, may cause the market price of the Company’s shares to decline. The sale of additional equity or purchase price (convertible securities will substantially dilute all of the Company’s stockholders. The Company could also be required to seek funds through arrangements with potential collaboration partners, including at an earlier stage than otherwise would be desirable, and it may be required to relinquish rights to some of its technologies or product candidates or otherwise agree to terms unfavorable to the Company, any of which may have a material adverse effect on its business, operating results and prospects. In addition, the Company’s board of directors will need to consider the interests of all constituents of the Company and take appropriate action, including to restructure or wind down the business, if it appears that the Company is insolvent. If the Company is unable to obtain additional funding on a timely basis, the Company may resume pursuit of a wind down of its operations and/or seek bankruptcy or similar protection. As a result, its business, financial condition and results of operations would be materially affected and its stockholders would lose all of their investment. If the Company fails to maintain the listing of its common stock with a United States national securities exchange, the liquidity of the common stock could be adversely affected. As previously disclosed in November 2023, the Company received a notice from the Listing Qualifications Department of Nasdaq notifying the Company that based upon Nasdaq’s review of the Company and pursuant to Nasdaq Listing Rule 5101, Nasdaq believes that the Company is a “public shell,” and that the continued listing of its securities is no longer warranted. Nasdaq’s notice also provides that, unless the Company timely appeals Nasdaq’s determination, it would be subject to delisting. The Company timely requested a hearing and the hearing request has automatically stayed any suspension or delisting action pending the hearing. However, Nasdaq may determine to delist the Company’s securities following such hearing and there can be no assurance that the Company will be able to regain or maintain compliance with the listing requirements of the Capital Market. In addition, certain of the financings that the Company is pursuing may require that the Company delist from Nasdaq and seek to suspend its reporting requirements under the Exchange Act. If the Common Stock is delisted by Nasdaq or the Company determines to delist from Nasdaq, there can be no assurance that the Common Stock would be eligible for trading on any alternative exchange or markets, including the OTC Bulletin Board or any another over-the-counter market. Any such alternative would likely result in it being more difficult, or not possible, for investors to sell, dispose of, or obtain accurate quotations as applicable) to such other party on the Closing Datemarket value of, the Common Stock. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENTCautionary Information Regarding Trading in the Company’s Securities

EIN Number. o ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by on the second third (2nd3rd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Exhibit A Form of Legal Opinion June __, 2011 ZBB Energy Corporation X00 X00000 Xxxxxxxxx Xxx Menomonee Falls, WI 53051 Re: Registration Statement on Form S-3 Filed by ZBB Energy Corporation Gentlemen: We have acted as special counsel to ZBB Energy Corporation, a Wisconsin corporation (the “Company”), in connection with the issuance and sale by the Company of up to [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT_________] IN WITNESS WHEREOFshares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Shares”). In accordance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the undersigned Company has prepared and filed with the Shares and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 (Registration No. 333-171957) (the “Registration Statement”), including a base prospectus dated March 21, 2011 (the “Base Prospectus”) and a prospectus supplement dated June __, 2011 (the “Prospectus Supplement”) relating to the Shares. The Shares will be sold pursuant to the terms of a securities purchase agreement (the “Purchase Agreement”) between the investors and the Company. In our capacity as special counsel to the Company in connection with the registration of the Shares, we have caused examined: (i) the Registration Statement, Base Prospectus and Prospectus Supplement; (ii) the Company’s amended articles of incorporation and by-laws; (iii) certain resolutions of the Company’s board of directors; (iv) the Purchase Agreement; (v) such other proceedings, documents and records as we have deemed necessary or advisable for purposes of this Securities opinion. In our examination of such documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized, and when issued and sold in accordance with the terms of the Purchase Agreement Agreement, will be validly issued, fully paid and non-assessable. ZBB Energy Corporation June __, 2011 The foregoing opinion is limited to be duly executed by their respective authorized signatories the laws of the United States and the State of Wisconsin, including the statutory provisions, all applicable provisions of the Constitution of the State of Wisconsin and reported judicial decisions interpreting these laws, each as in effect as of the date first indicated abovehereof, and no opinion is expressed with respect to such laws as subsequently amended, or any other laws, or any effect that such amended or other laws may have on the opinion expressed herein. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement The foregoing opinion is limited to the contrarymatters stated herein, by checking this box (i) and no opinion is implied or may be inferred beyond the obligations matters expressly stated herein. The foregoing opinion is given as of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signeddate hereof, and we undertake no obligation to advise you of any changes in applicable laws after the obligations date hereof or of any facts that might change the Company to sell such securities opinion expressed herein that we may become aware of after the date hereof. We consent to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date filing of this Agreement opinion as an exhibit to the Company’s Current Report on Form 8-K dated June __, 2011, which is incorporated by reference in the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus and Prospectus Supplement. In giving this consent, we do not admit that we are experts, or within the category of persons whose consent is required under Section 7 of said Act. Very truly yours, XXXXXXX & XXXX, S.C. Exhibit B Company Wire Instructions Wire instructions for InvestorsBank (iiiInternational or Domestic Incoming Wires) any condition to Closing contemplated by this Agreement Field {3400} {56/4000} Receiver: 000000000 Bankers Bank XXXXXX00 (but prior to being disregarded by clause Swift Code) Field {4100} {57/4100} Beneficiary Financial Institution: 075912851 InvestorsBank Account # 128-512 W239 X0000 Xxxxx Xxxx Waukesha, WI 53188 Field {4200} {59/4200} Beneficiary (iFor further credit to) aboveAccount: 0000000000 ZBB Energy Corporation X00 X00000 Xxxxxxxxx Xxx Menomonee Falls, WI 53051 W239 X0000 Xxxxx Xxxx t Waukesha, WI 53188-1160 t (Hwy J North Off I-94) that required delivery by the Company or the aboveTelephone (000) 000-signed of any agreement, instrument, certificate or the like or purchase price 0000 t Fax (as applicable000) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above000-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT0000 t XxxxxxxxxXxxx.xxx

EIN Number. o ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by on the second third (2nd3rd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN CONTINUE] COMPANY DISCLOSURE SCHEDULE in connection with the SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories AGREEMENT dated as of February 3, 2017 by and among PULMATRIX, INC. and THE PURCHASERS LISTED ON THE SIGNATURE PAGES ATTACHED THERETO No disclosure of any item in these Schedules shall be construed as an admission that such item is material. These Schedules are intended to limit and not expand the date first indicated above. Name scope of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything the representations, warranties and covenants contained in this Agreement to the contrary, by checking this box (i) Agreement. Capitalized terms used and not otherwise defined herein shall have the obligations of the above-signed to purchase the securities meanings set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement.

EIN Number. o ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES EXHIBIT A FORM OF ORDINARY SHARE WARRANT See attached. SERIES A ORDINARY SHARE PURCHASE AGREEMENT] IN WITNESS WHEREOFWARRANT GORILLA TECHNOLOGY GROUP INC. Warrant Shares: Initial Exercise Date: September 21, 2023 THIS SERIES A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 21, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), up to ordinary shares, $0.0001 par value each (the “Ordinary Shares”) (as subject to adjustment hereunder, the undersigned have caused “Warrant Shares”). The purchase price of one Ordinary Share under this Securities Purchase Agreement to Warrant shall be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement equal to the contraryExercise Price, by checking this box (i) the obligations of the above-signed to purchase the securities set forth as defined in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENTSection 2(b).

EIN Number. o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: ¨ [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: [Redacted] Address for Notice to Purchaser: [Redacted] Subscription Amount: [Redacted] Shares: 1,500,000 Warrants: 750,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: [Redacted] Address for Notice to Purchaser: Subscription Amount: [Redacted] Shares: 937,500 Warrants: 468,750 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (if not same as address for notice): [Redacted] Subscription Amount: $ [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ ☐ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT%

EIN Number. o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed above -signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 9.99%

EIN Number. o ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. EXHIBIT A FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT•] IN WITNESS WHEREOFNumber of Shares: [•] (subject to adjustment) Original Issue Date: [•], 2024 OptiNose, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement “Holder”), is entitled, subject to the contraryterms set forth below, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by up to a total of [•] shares of common stock, $0.001 par value per share (the above-signed“Common Stock”), and the obligations of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to sell such securities $[0.001] per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the above-signed, shall be unconditional following terms and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENTconditions: