0001437749-25-010729 Sample Contracts

PREFUNDED COMMON STOCK PURCHASE WARRANT TALPHERA, INC.
Security Agreement • April 2nd, 2025 • Talphera, Inc. • Pharmaceutical preparations

THIS PREFUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Talphera, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

TALPHERA, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 2nd, 2025 • Talphera, Inc. • Pharmaceutical preparations

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

TALPHERA, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2025 • Talphera, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2025, by and between Talphera, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).