QUANTUM CORP /DE/

EX-99.1 · d35173dex991.htm

EX-99.1
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 d35173dex991.htm
 EX-99.1

 Exhibit 99.1

 Quantum Announces Preliminary Fiscal Fourth Quarter 2026 Financial Results

 CENTENNIAL, Colo. — June 2, 2026 — Quantum Corporation (Nasdaq: QMCO) (“Quantum” or the
“Company”), today announced select preliminary unaudited financial results for its fiscal fourth quarter of 2026 ended March 31, 2026.

 Based on unaudited financials, the Company expects the following:

 •

 Revenue of approximately $77.5 million, plus or minus $2 million, above the high-end of the guided range of $68 million, plus or minus $2 million

 •

 GAAP operating expenses of approximately $30.5 million

 •

 Cash of approximately $15.5 million

 Quantum expects to report its full results for the fiscal fourth quarter and full fiscal year of 2026 by mid-June
2026.
 About Quantum
 Quantum delivers end-to-end data management solutions designed for the AI era. With over four decades of experience, our data platform has allowed customers to extract the maximum value from
their unique, unstructured data. From high-performance ingest that powers AI applications and demanding data-intensive workloads, to massive, durable data lakes to fuel AI models, Quantum delivers comprehensive and cost-efficient solutions. Leading
organizations in life sciences, government, media and entertainment, research, and industrial technology trust Quantum with their most valuable asset – their data. For more information visit www.quantum.com.

 Quantum is listed on Nasdaq (QMCO). Quantum and the Quantum logo are registered trademarks of Quantum Corporation and its affiliates in the United States
and/or other countries. All other trademarks are the property of their respective owners.
 Forward-Looking Information

 The results reported in this press release are preliminary and unaudited and are subject to change. The Company has not yet completed its financial close
process for the fiscal fourth quarter of 2026. The financial results in this earnings report does not present all necessary information for an understanding of the Company’s results of operations for the fiscal fourth quarter of 2026. As the
Company completes its financial close process and finalizes its financial statements, and as its independent auditors complete their review of the Company’s financial statements, it is possible the Company may identify items that require
adjustments to the preliminary financial information set forth in this press release, and those changes could be material. The Company does not intend to update such financial information prior to the filing of its Form 10-K with the Securities and Exchange Commission (the “SEC”) for the fiscal year ended March 31, 2026, except as otherwise required by law.

 The information provided in this press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are largely based on our current expectations and projections about future events and financial trends
affecting our business. Such forward-looking statements include, in particular, statements related to our preliminary unaudited financial results for the fiscal fourth quarter ended March 31, 2026, including the timing of reporting such
results.
 These forward-looking statements may be identified by the use of terms and phrases such as “anticipates”, “believes”,
“can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “projects”, “targets”, “will”, and
similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that
these forward-looking statements relate to future events or our future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or implied by any forward-looking statements.
 These forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following: risks related to the completion of the Company’s annual financial close process and the independent
auditors’ review and audit of the Company’s financial statements for the full fiscal year; any changes to the assumptions underlying the Company’s closing process and auditors’ review; risks that the Company may identify
additional items that require adjustments to the preliminary financial information; risks related to the need to address the many challenges facing our business; the impact macroeconomic and inflationary conditions on our business, including
potential disruptions to our supply chain, employees, operations, sales and overall market conditions; the competitive pressures we face; risks associated with executing our strategy; the distribution of our products and the delivery of our services
effectively; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the outcome of any legal proceedings, claims and
disputes; the ability to meet stock exchange continued listing standards; risks related to our ability to implement and maintain effective internal control over financial reporting in the future; and other risks that are described herein, including
but not limited to the items discussed in “Risk Factors” in our filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on August 26, 2025, and any subsequent reports
filed with the SEC. We do not intend to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 Investor Relations Contacts:

 Shelton Group
 Leanne K. Sievers | Brett L. Perry

 E: sheltonir@sheltongroup.com
 Media Contact:

 Matter Communications
 Sara Beth Fahey

 E: quantum@matternow.com
 P: 401-351-9507

EX-99.2 · d35173dex992.htm

EX-99.2
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 d35173dex992.htm
 EX-99.2

 Exhibit 99.2

 Quantum Announces Equity Financing to Strengthen Balance Sheet and Support Growth

 Quantum to Eliminate All Debt with Combination of Debt Payoff and Conversion

 Three concurrent transactions improve liquidity, significantly strengthening the Company’s balance sheet and providing capital to
invest in growth
 CENTENNIAL, Colo. — June 2, 2026 — Quantum Corporation (Nasdaq: QMCO) today announced three
concurrent transactions that together are expected to significantly strengthen the Company’s balance sheet and provide capital for growth. First, the Company has entered into securities purchase agreements to sell shares of common stock in a
private placement, which was led by funds managed by Two Seas Capital LP and Oaktree Capital Management, L.P., with participation from several other institutional investors, generating gross proceeds of $100.0 million. Second, the Company
intends to repay all of its outstanding term debt with a portion of the proceeds of the private placement. Third, Dialectic Technology SPV LLC, as sole beneficial owner of the Company’s Senior Secured Convertible Notes, has agreed to
voluntarily convert the entire outstanding principal amount of those Convertible Notes, together with all accrued and unpaid interest thereon, into shares of common stock. Together, these transactions are expected to significantly strengthen the
Company’s balance sheet, eliminate its debt obligations, and provide growth capital to capitalize on increasing demand for cost-efficient, long-term data storage in AI and enterprise environments.

 With respect to the private placement, the Company entered into securities purchase agreements dated June 1, 2026 to sell an aggregate of 10,615,712
shares of common stock at a price of $9.42 per share. The Company intends to use approximately $94.7 million of the net proceeds from the private placement to repay all of its existing term debt, and for working capital and general corporate
purposes.
 The private placement provides Quantum with greater financial flexibility to support ongoing operations and invest in growth initiatives. The
Company also plans to commission a report by a third party technology consulting firm on the importance of magnetic tape to HPC data centers.
 “This
transaction represents a significant step forward for Quantum,” said Hugues Meyrath, CEO of Quantum Corporation. “We have meaningfully strengthened our balance sheet, eliminated our debt position, and brought in new capital to support
the business. Following these actions and debt paydown, we expect to emerge with a positive net cash position and a sustainable capital structure. These transactions signal strong support and credible backing from institutional partners and provide
a stronger financial foundation. With improved flexibility, we are better positioned to support our customers, invest in growth, and execute our strategy with a clearer path to long-term value creation, including profitable growth over time.”

 “These transactions address historical balance sheet constraints and provide the flexibility needed to execute on the company’s growth
opportunities,” said John Fichthorn, co-founder and managing partner of Dialectic Capital Management. “Given the significant de-risking these transactions
represent and the substantial growth opportunities we see for Quantum, Dialectic has agreed to an early conversion of our Convertible Notes to equity. We believe Quantum is now much better positioned for the broader and growing market opportunity in
data storage. With AI, the nature of data storage is changing and data storage requirements are evolving toward long-term, cost-efficient, and energy-aware solutions. Tape and complementary platforms have an increasing role to play. Quantum is well
positioned to benefit from that shift.”

 In order to facilitate the equity financing transaction, Dialectic, as sole beneficial owner of the
Convertible Notes issued under the Indenture dated December 18, 2025, agreed to voluntarily convert the Convertible Notes into common stock of the Company. Pursuant to a conversion agreement dated June 1, 2026, Dialectic will convert the
entire principal amount of the Convertible Notes, together with all accrued and unpaid interest thereon, into shares of common stock concurrently with the closing of the equity financing transaction. As consideration for Dialectic’s agreement
to voluntarily convert its Convertible Notes, the Company agreed to issue additional shares of common stock by converting an amount equal to the present value of nominal PIK interest that would accrue on the Convertible Notes from the closing date
of the proposed transactions to the maturity date of the Convertible Notes, assuming the Convertible Notes had remained outstanding until the end of the stated term, discounted at a rate of 11%, plus the amount of deferred cash interest owed to
Dialectic, applying the same conversion price under the Convertible Notes of $5.194 per share. It is anticipated that an aggregate of 14,104,620 shares of common stock will be issued to Dialectic as a result of the conversion of the Convertible
Notes and the agreed upon consideration described above. As additional consideration for Dialectic’s agreement to convert the Convertible Notes, the Company will issue to Dialectic at closing a warrant to purchase up to 105,911 shares of
common stock at an exercise price of $5.194 per share (which is equal to the conversion price of the Convertible Notes in effect following the reset period ended March 31, 2026).

 In connection with the transactions, certain investors in the private placement and Dialectic entered into a right of first refusal agreement with the Company
which provides such investors and Dialectic with a right of first refusal with respect to new issuance and sales of the Company’s equity securities until the earlier of six months from the date of the right of first refusal agreement and
completion of the Company’s next equity financing transaction.
 The securities to be sold in the private placement have not been registered under
the Securities Act of 1933, as amended (the Securities Act), or applicable state securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from such
registration requirements. The Company has agreed to file a resale registration statement with the U.S. Securities and Exchange Commission (the SEC) covering the resale of the shares of common stock sold in the private placement and certain shares
issued to Dialectic in connection with the Convertible Notes conversion. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the common stock, nor shall there be any sale of these common stock in any state
or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the common stock under the resale registration statement
will only be by means of a prospectus.

 Transaction Advisors

 Cantor acted as lead placement agent and Lake Street Capital Markets, LLC acted as placement agent for the Company in connection with the private placement.
DLA Piper LLP (US) is serving as legal advisor to the placement agents. Pillsbury Winthrop Shaw Pittman LLP is serving as legal advisor to the Company. Willkie Farr & Gallagher LLP is serving as legal advisor to Dialectic. Hogan Lovells US
LLP is serving as legal advisor to the lenders under the Company’s existing term debt.
 About Quantum

 Quantum delivers end-to-end data management solutions designed for the AI era.
With over four decades of experience, our data platform has allowed customers to extract the maximum value from their unique, unstructured data. From high-performance ingest that powers AI applications and demanding data-intensive workloads, to
massive, durable data lakes to fuel AI models, Quantum delivers the most comprehensive and cost-efficient solutions. Leading organizations in life sciences, government, media and entertainment, research, and industrial technology trust Quantum with
their most valuable asset—their data.
 Quantum is listed on Nasdaq (QMCO). Quantum and the Quantum logo are registered trademarks of Quantum
Corporation and its affiliates in the United States and/or other countries. All other trademarks are the property of their respective owners.

 Forward-Looking Information
 The information provided in
this press release may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are largely based on our current
expectations and projections about future events and financial trends affecting our business. Such forward-looking statements include, but are not limited to: expected benefits of the transactions, including to the Company’s liquidity,
financial position and future opportunities; the anticipated use of proceeds from the private placement; expectations with respect to the Company’s debt position following the paydown and Convertible Notes conversion; expectations with respect
to the market in which the Company operates; expectations with respect to the number of shares that will be issued in connection with the private placement and certain shares issued to Dialectic in connection with the Convertible Notes conversion;
the Company’s plans to commission a report regarding the importance of magnetic tape to HPC data centers; the terms and conditions related to the proposed transactions; and expectations with respect to the resale registration statement
covering the shares of common stock sold in the private placement and certain shares issued to Dialectic in connection with the Convertible Notes conversion.

 These forward-looking statements may be identified by the use of terms and phrases such as “anticipates”, “believes”,
“can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “projects”, “targets”, “will”, and
similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that
these forward-looking statements relate to future events or our future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or implied by any forward-looking statements.
 These forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following: estimates and assumptions related to the private placement and the Convertible Notes conversion, including
anticipated benefits thereof; the risk that the conditions to the closing of the proposed transactions are not satisfied; the ability of each party to

consummate the proposed transactions on a timely basis, or at all, or the failure of any of the proposed transactions to close for any reason; and other risks that are described herein, including
but not limited to the items discussed in “Risk Factors” in our filings with the SEC, including our Annual Report on Form 10-K filed with the SEC on August 26, 2025, and any subsequent filings
with the SEC. We do not intend to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law or regulation.

 Investor Relations Contact:
 Shelton Group

 Leanne K. Sievers | Brett L. Perry
 E: sheltonir@sheltongroup.com

EX-4.1 · d35173dex41.htm

EX-4.1
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 d35173dex41.htm
 EX-4.1

 Exhibit 4.1

 REGISTRATION RIGHTS AGREEMENT

 This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of June 1, 2026, by and between
Quantum Corporation, a Delaware corporation (the “ Company ”), and each of the investors identified on the signature page hereto (including its respective successors and assigns and any affiliate or permitted transferee who is a
subsequent holder of Registrable Securities (as defined below), the “ Investors ” and each an “ Investor ”).

 WHEREAS, Company and each Investor are parties to a Securities Purchase Agreement, dated as of June 1, 2026, by and between the Company
and such Investors identified on the signature pages thereto (the “ Purchase A g reement ”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

 The parties hereby agree as follows:

 1.
 Certain Definitions .

 As used in this Agreement, the following terms shall have the following meanings:

 “ 1933 Act ” means the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute.
 “ 1934 Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder,
or any similar successor statute.
 “ GAAP ” means the accounting principles that are generally accepted in the United
States of America, in effect from time to time.
 “ Person ” means an individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 “ Prospectus ” means (i) the prospectus included in any Registration Statement, as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments
and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.

 “ Register ,” “ registered ” and “ registration ” refer to a registration made by preparing
and filing a Registration Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration Statement or document.

 “ Registrable Securities ” means (i) the Shares and (ii) any other shares of Common Stock issued as a dividend or
other distribution with respect to, in exchange for or in replacement of the Shares, whether by merger, charter amendment or otherwise; provided , however , that any such Registrable Securities shall cease to be Registrable Securities
(and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder

with respect thereto) upon the first to occur of (A) a Registration Statement with respect to the sale of such Registrable Securities being declared effective by the SEC under the 1933 Act
and such Registrable Securities having been disposed of by the holder thereof in accordance with such effective Registration Statement, (B) such Registrable Securities having been sold in accordance with Rule 144 (or another exemption from the
registration requirements of the 1933 Act) and (C) such Registrable Securities becoming eligible for resale without volume or manner-of-sale restrictions and
without current public information requirements pursuant to Rule 144.
 “ Registration Statement ” means any registration
statement of the Company under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all
exhibits and all material incorporated by reference in such Registration Statement.
 “ Required Investors ” means the
Investors holding a majority of the Registrable Securities outstanding from time to time.
 “ SEC ” means the U.S.
Securities and Exchange Commission.
 “ SEC Guidance ” means (i) any publicly available written or oral guidance of
the SEC staff, or any comments, requirements or requests of the SEC staff and (ii) the 1933 Act.

 2.
 Registration .

 (a) Registration Statements .

 (i) Promptly following the Closing Date but no later than forty-five (45) calendar days after the Closing Date (the
“ Filing Deadline ”), the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the
intended plan of distribution which shall include all manners of distribution as the holders of Registrable Securities may reasonably request and as permitted by law. Such Registration Statement also shall cover, to the extent allowable under the
1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such
Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. Such Registration Statement (and each amendment or supplement
thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors prior to its filing or other submission.

 (ii) The Company shall use commercially reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use by the Company; provided , that if at such time the Registration Statement is on Form S-1, the Company shall use commercially
reasonable efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared
effective by the SEC. For the avoidance of doubt, the parties acknowledge and agree that, as of the date hereof, Form S-3 is not available for the registration of the resale of Registrable Securities
hereunder, and therefore the Company will not be obligated to register the resale of the Registrable Securities on Form S-3 until such form is available, but the Company shall use reasonable
best efforts to register the resale of the Registrable Securities on Form S-1.

 2

 (b) Expenses . The Company will pay all expenses associated with each Registration
Statement, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws and listing fees, but excluding
discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold, if any. Except as provided in Section 5
hereof, the Company shall not be responsible for legal fees incurred by holders of Registrable Securities in connection with the performance of its rights and obligations under the Transaction Documents.

 (c) Effectiveness .

 (i) The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as
reasonably practicable after the filing thereof and in any case not more than thirty (30) days following the filing thereof, unless the SEC reviews the Registration Statement, in which case not more than ninety (90) days following the
filing thereof. Not later than 5:30 p.m. (Eastern time) on the second Business Day following the date on which the SEC determines not to review the Registration Statement or completes its review of the Registration Statement, the Company shall
request that the SEC accelerate the effectiveness of the Registration Statement to two (2) Business Days thereafter. Not later than 5:30 p.m. (Eastern time) on the second Business Day following the date on which the Registration Statement is
declared effective by the SEC, the Company shall file with the SEC, in accordance with Rule 424 under the 1933 Act, the final prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall notify the
Investors as promptly as practicable, and in any event, within one (1) Business Day, after any Registration Statement is declared effective.

 (ii) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to file a
Registration Statement (or any amendment thereto) or, if a Registration Statement has been filed but not declared effective by the SEC, request effectiveness of such Registration Statement, for a period of up to forty-five (45) days, if
(A) the negotiation or consummation of a transaction by the Company is pending or an event has occurred, which negotiation, consummation or event the Board of Directors reasonably determines would require additional disclosure by the Company in
the Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in
the reasonable determination of the Board of Directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements or (B) the Company determines such registration would render
the Company unable to comply with applicable securities laws; and (ii) the Company may, upon written notice to any holder of Registrable Securities included in a Registration Statement, suspend the use of any Registration Statement, including
any Prospectus that forms a part of a Registration Statement, if (x) the negotiation or consummation of a transaction by the Company is pending

 3

or an event has occurred, which negotiation, consummation or event the Board of Directors reasonably determines would require additional disclosure by the Company in the Registration Statement of
material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination
of the Board of Directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements, or (y) the Company determines it must amend or supplement the Registration Statement or
the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case
of the Prospectus in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, in no event shall (a) holders of Registrable Securities be suspended from selling Registrable Securities pursuant to the
Registration Statement for a period that exceeds forty-five (45) consecutive calendar days or ninety (90) total calendar days in any one-year period (any such suspension contemplated by this
 Section 2(c)(ii) , an “ Allowed Dela y”) or (b) the Company be entitled to impose more than two (2) Allowed Delays in any one-year period. Upon disclosure of
such information or the termination of the condition described above, the Company shall provide prompt notice to holders whose Registrable Securities are included in the Registration Statement, and shall promptly terminate any suspension of sales it
has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated hereby.

 (iii) SEC Review Delay ; No Default for Delays Attributable to SEC Process . Notwithstanding anything to the
contrary set forth in this Agreement (including, without limitation, the effectiveness deadlines set forth in Section 2(c)(i) ), in the event that the Registration Statement has not been declared effective by the SEC within
the applicable time period specified in Section 2(c)(i) (the “ Effectiveness Deadline ”), and such failure is due solely to the timing of the SEC’s review process with respect to the Registration
Statement including, without limitation, (i) the SEC’s determination to conduct a full review of the Registration Statement, (ii) the issuance by the SEC of one or more rounds of written comments with respect to the Registration
Statement, or (iii) delays by the SEC in responding to the Company’s submissions or in completing its review, then the Company shall not be deemed to be in breach of, or in default under, this Agreement with respect to such Effectiveness
Deadline, and no liquidated damages, penalties, or other monetary or non-monetary remedies shall accrue or become payable by the Company solely by reason of the failure to achieve effectiveness by the
Effectiveness Deadline; provided that each of the following conditions is satisfied:
 (A) the Company shall have filed the
Registration Statement with the SEC on or before the Filing Deadline set forth in Section 2(a)(i) ;

 (B) the Company is, and at all times following the filing of the Registration Statement has been, using commercially reasonable
efforts to cause the Registration Statement to be declared effective as soon as reasonably practicable, including by (1) preparing and submitting responses to any SEC comment letters promptly and in good faith, (2) engaging experienced
securities counsel to facilitate the SEC review process, (3) making all required amendments to the Registration Statement in a timely manner, and (4) otherwise cooperating fully and diligently with the SEC’s review;

 4

 (C) the delay in the declaration of effectiveness of the Registration
Statement is not caused by, or attributable to, any act, omission, misrepresentation, or failure to act on the part of the Company, its officers, directors, counsel, auditors, or any other Person acting on behalf of the Company, including, without
limitation, any material deficiency in the Registration Statement as originally filed, any failure to timely deliver required financial statements or other required information, or any failure to comply with applicable SEC rules and regulations; and

 (D) within two (2) Business Days of the Company’s receipt of any written comment letter from the SEC with
respect to the Registration Statement, the Company shall provide written notice thereof to each Investor, and shall thereafter furnish to each Investor, as promptly as reasonably practicable following their submission to the SEC, copies of each such
comment letter and each of the Company’s written responses thereto.
 For the avoidance of doubt, (x) nothing in this
 Section 2(c)(iii) shall relieve the Company of its obligation to use commercially reasonable efforts to cause the Registration Statement to be declared effective at the earliest practicable date, and (y) this
 Section 2(c)(iii) shall not limit, waive, or otherwise affect any right or remedy of any Investor arising from any cause other than a delay in effectiveness attributable solely to the SEC’s review process as described
herein, including any breach by the Company of any other obligation under this Agreement. The protections afforded to the Company under this Section 2(c)(iii) are separate from, and shall not be construed to limit or
expand, the Allowed Delay provisions set forth in Section 2(c)(ii) .
 (d) Rule 415; Cutback . If at any time
the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act ( provided ,
 however , the Company shall be obligated to use commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Corporation
Finance Interpretation 612.09) or requires any Investor to be named as an “underwriter,” the Company shall (i) promptly notify each holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to
persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an
“underwriter.” In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2 (d), the SEC refuses to alter its position, the Company shall
(i) remove from such Registration Statement such portion of the Registrable Securities and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the
Company’s compliance with the requirements of Rule 415 (collectively, the “ SEC Restrictions ”); provided , however , that the Company shall not name any Investor as an “underwriter” in such
Registration Statement without the prior written consent of such Investor ( provided , that in the event an Investor withholds such consent, the Company shall have no obligation hereunder to include any Registrable Securities of such Investor
in any Registration Statement covering the resale thereof until such time as the SEC no longer requires such Investor to be named as an “underwriter” in such Registration Statement or such Investor otherwise consents in writing to being
so named). Any cutback imposed on the Investors pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis (based upon the relative number of Registrable Securities held by each Investor) and
shall be applied first to any of the Registrable Securities of such Investor as such Investor shall designate, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree.

 5

 (e) Other Limitations . Notwithstanding any other provision herein or in the Purchase
Agreement, with respect to any Investor (as to such Investor only) the Filing Deadline for a Registration Statement shall be extended and any failure by the Company to maintain a Registration Statement shall be automatically waived by no action of
the Investors, in each case, without default by the Company to such Investor hereunder in the event that the Company’s failure to make such filing or failure to maintain a Registration Statement results from the failure of such Investor to
timely provide the Company with information requested by the Company and necessary to complete a Registration Statement in accordance with the requirements of the 1933 Act (in which case any such deadline would be extended, and a maintenance failure
waived, with respect to all Registrable Securities until forty-five (45 days) after such time as the Investor provides such requested information), it being understood that the failure of such Investor to timely provide such information to the
Company shall not affect the rights of other Investors herein.
 (f) Liquidated Damages . If: (i) the initial Registration
Statement is not filed on or prior to its Filing Deadline (if the Company files the initial Registration Statement without affording the Investors the opportunity to review and comment on the same as required herein or the Company subsequently
withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) and any such event or circumstance shall thus constitute an “Event” as defined below), or (ii) the Company
fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the 1933 Act, within five (5) Trading Days of the date that the Company is notified (orally or in
writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, then, in addition to any other rights the Investors may have hereunder or under applicable law,
on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i),
the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, being referred to as “ Event Date ”), then, in addition to any other rights the Investors
may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay
to each Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Investor pursuant to the Purchase Agreement. The parties agree that the
maximum aggregate liquidated damages payable to an Investor under this Agreement shall be 5.0% of the aggregate Subscription Amount paid by such Investor pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages
pursuant to this Section in full within ten (10) Business Days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the
Investor, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis
for any portion of a month prior to the cure of an Event.

 6

 3. Company Obligations . The Company will use commercially reasonable efforts to effect the
registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

 (a) use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective (and the
prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investors on a delayed or continuous basis at all times until (i) such time as there are no longer Registrable Securities held by the Investors or
(ii) the second (2 nd ) anniversary following the Closing Date (the “ Effectiveness Period ”);

 (b) prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and the related Prospectus as
may be necessary to keep such Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;

 (c) provide via email to the Investors who have supplied the Company with email addresses each Registration Statement and all amendments
and supplements thereto not less than two (2) Trading Days prior to their filing with the SEC and reflect in each such document when so filed with the SEC such comments regarding the Investors and the plan of distribution as the Investors may
reasonably and promptly propose no later than one (1) Trading Day after the Investors have been so furnished with copies of such documents as aforesaid;

 (d) furnish to each Investor whose Registrable Securities are included in any Registration Statement (i) promptly after the same is
prepared and filed with the SEC, if requested in writing by such Investor, one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and
(ii) if requested in writing by such Investor, such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Investor may reasonably request in writing in
order to facilitate the disposition of the Registrable Securities owned by such Investor (it being understood and agreed that such documents, or access thereto, may be provided electronically);

 (e) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness or the
suspension of the qualification, or the loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction, and (ii) if such order is issued, obtain the withdrawal of any such order at the earliest
possible moment;
 (f) prior to any public offering of Registrable Securities, use commercially reasonable efforts to assist or cooperate
with the Investors and their counsel in connection with their registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investors and
do any and all other commercially reasonable acts or things necessary or advisable to enable the public offering or distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided ,
 however , that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this
 Section 3(f) , (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f) , or (iii) file a general consent to service of
process in any such jurisdiction;

 7

 (g) use commercially reasonable efforts to cause all Registrable Securities covered by a
Registration Statement to be listed on Nasdaq (or the Trading Market on which the Common Stock is then listed);
 (h) promptly notify the
Investors, at any time prior to the end of the Effectiveness Period, (1) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (2) of any request by the SEC or
any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any
state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose and (4) upon discovery that, or upon the happening of any event as a result of which,
the Prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing ( provided ,
that such notice shall not, without the prior written consent of an Investor, disclose any material non-public information regarding the Company), and as promptly as reasonably practicable, prepare, file with
the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then existing; provided that any requirement that Investors discontinue dispositions of Registrable Securities pursuant to Section 4(c) as a result
of such event shall not exceed forty-five (45) consecutive calendar days or ninety (90) total calendar days in any one-year period; and

 (i) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the
1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors in writing if, at any
time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities and
take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

 4.
 Obligations of the Investors .

 (a) Each Investor shall deliver to the Company a selling stockholder questionnaire, in the form set forth on Annex A hereto, prior to
the Closing Date. Each Investor shall additionally furnish in writing to the Company such other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as
shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) Business Days prior to the
first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the additional information the Company

 8

requires from such Investor if such Investor elects to have any of the Registrable Securities included in such Registration Statement (the “ Registration Information Notice ”).
An Investor shall provide such information to the Company no later than two (2) Business Days following receipt of a Registration Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration
Statement. It is agreed and understood that it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such
Investor furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of
the registration of such Registrable Securities.
 (b) Each Investor, by its acceptance of the Registrable Securities, agrees to cooperate
with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable
Securities from such Registration Statement.
 (c) Each Investor agrees that, upon receipt of any notice from the Company (which notice
shall not include material non-public information) of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant
to Section 3(h) hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities, until the Investor is advised by the
Company that such dispositions may again be made.
 (d) Each Investor covenants and agrees that it will comply with the prospectus delivery
requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to any Registration Statement.

 5.
 Indemnification .

 (a) Indemnification by the Company . The Company will indemnify and hold harmless each Investor and its officers, directors, members,
managers, partners and agents and successors and assigns, and each other Person, if any, who controls such Investor (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, partners,
members and managers of each such controlling Person (each, an “ Indemnified Party ”), against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable external attorneys’ fees) and expenses
(collectively, “ Losses ”), insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration Statement, any
preliminary Prospectus or final Prospectus, or any amendment or supplement thereof, any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or any violation of this Agreement (collectively, “ Violations ”) and shall reimburse each Indemnified Party
upon demand for reasonable and documented fees and expenses of counsel and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with
respect thereto; provided , however , that the Company will not be liable

 9

in any such case if and to the extent that any such claim arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by such Investor or any such controlling Person in writing specifically for use in such Registration Statement or Prospectus and was reviewed and approved in writing by such Investor expressly for use in the
Registration Statement, (ii) the use by an Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that such Prospectus is outdated or defective or (iii) an Investor’s failure to send
or give a copy of the Prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation
of the sale of Registrable Securities.
 (b) Indemnification by the Investors . Each Investor agrees, severally and not jointly, to
indemnify and hold harmless, to the fullest extent permitted by law, the Company, its officers, directors, members, managers, partners and agents and successors and assigns and each Person who controls the Company (within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act), and the officers, directors, partners, members and managers of each such controlling Person, against any Losses resulting from any Violations, to the extent that such untrue
statement or omission is contained in any information regarding such Investor and furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no
event shall the aggregate liability of an Investor under this Section 5 be greater than the dollar amount of the proceeds (net of all expenses paid by such Investor in connection with a claim relating to this
 Section 5 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in such
Registration Statement giving rise to such indemnification obligation.
 (c) Conduct of Indemnification Proceedings . Any Person
entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the Indemnified Party; provided , that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such Person or (C) in the reasonable judgment of any such Person, based upon written advice of its counsel, a material conflict of interest exists between such Person and the indemnifying party with
respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume
the defense of such claim on behalf of such Person); and provided , further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent
that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same
jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the Indemnified Party, which consent shall not be
unreasonably withheld, conditioned or delayed,

 10

consent to entry of any judgment or enter into any settlement unless such judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term
thereof the giving of a complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the Indemnified Party in respect of such claim or litigation in favor of, and (iii) does not include any
admission of fault, culpability, wrongdoing or malfeasance by or on behalf of, the Indemnified Party. No Indemnified Party will, except with the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld,
conditioned or delayed, consent to entry of any judgment or enter into any settlement and no indemnifying party shall be liable for any such settlement or consent to entry of judgment entered into by such Indemnified Party without its consent.

 (d) Contribution . If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an
Indemnified Party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the Indemnified Party as a result of such claim in such proportion as is
appropriate to reflect the relative fault of the Indemnified Party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and Indemnified Party shall be determined by
reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied
by, such indemnifying party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of
any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have
been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms. No Person guilty of fraudulent misrepresentation within the meaning
of Section 11(f) of the 1933 Act shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities under this
 Section 5(d) together with all of its other obligations under this Section 5 be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with
any claim relating to this Section 5 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the
sale of the Registrable Securities giving rise to such contribution obligation.

 6.
 Miscellaneous .

 (a) Amendments and Waivers . This Agreement may be amended only by a writing signed by the Company and the Required Investors;
 provided , that this Agreement may not be amended with respect to any Investor without the written consent of such Investor unless such amendment applies to all Investors in the same fashion. The Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Required Investors; provided , that any such action or omission
that complies with the foregoing, but that disproportionately and adversely affects the rights and obligations of any Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such
adversely affected Investor or each Investor, as applicable.

 11

 (b) Rule 144 . The Company shall use its commercially reasonable efforts to
(i) file with the SEC in a timely manner all reports and other documents required to be filed by it under the 1933 Act and the 1934 Act, (ii) make and keep adequate current public information available within the meaning of Rule 144 and
(iii) take such further action as the Investors may reasonably request, all to the extent required to enable such Persons to sell securities pursuant to Rule 144 or any similar rule or regulation hereafter adopted by the SEC.

 (c) Notices . All notices and other communications provided for or permitted hereunder shall be made as set forth in
 Section 5.4 of the Purchase Agreement.
 (d) Assignments and Transfers by Investors . The provisions of this
Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and permitted assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more Persons its rights or delegate
its obligations hereunder in connection with the transfer of Registrable Securities by such Investor to such Person, provided that (I) immediately following such transfer or assignment the further disposition of such securities by the
transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (II) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement; and (III) prior to such
assignment (i) the Investor agrees in writing with the transferee or assignee to assign such rights and delegate such obligations and a copy of such agreement is furnished to the Company; (ii) the Company is furnished with written notice
of (A) the name and address of such transferee or assignee and (B) the securities with respect to which such registration rights are being transferred or assigned; (iii) at or before the time the Company receives the written notice
contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein.

 (e) Assignments and Transfers by the Company . This Agreement may not be assigned by the Company (whether by operation of law or
otherwise) without the prior written consent of the Required Investors; provided , however , that no such assignment shall be effective with respect to any Investor if such assignment would disproportionately affect, in a material
adverse manner, the rights and obligations of such Investor relative to the comparable rights and obligations of the other Investors without the prior written consent of such Investor.

 (f) Benefits of the A g reement . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the
respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
 (g) Counterparts .
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any
electronic signature complying with the U.S. ESIGN Act of 2000, e.g. , www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all
purposes.

 12

 (h) Titles and Subtitles . The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.
 (i) Severabilit y. Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect.

 (j) Further Assurances . The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

 (k) Entire A g reement . The Transaction Documents, together with the exhibits and schedules thereto, are intended by the parties as
a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto and thereto in respect of the subject matter contained herein and therein. The Transaction Documents
supersede all prior agreements and understandings between the parties with respect to the subject matter hereof and thereof.
 (l) Use of
Single Agreement . For ease of administration, this single Agreement is being executed so as to enable each Investor identified on the signature page of the Purchase Agreement to enter into an Agreement, severally, but not jointly. The parties
agree that (i) this Agreement shall be treated as if it were a separate agreement with respect to each Investor listed on the signature page of the Purchase Agreement, as if each Investor entity had executed a separate Agreement naming only
itself as Investor, and (ii) no Investor listed on the signature page of the Purchase Agreement shall have any liability under this Agreement for obligations of any other Investor so listed.

 (m) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . All questions concerning the construction, validity, enforcement and
interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York. Each party agrees that it shall commence any Actions or Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners,
members, employees or agents) exclusively in the state and federal courts sitting in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the
adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of

 13

any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY
OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

 (n) Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Investors and the Company will be entitled to specific performance under the Transaction Documents.
 (o) Interpretation .
Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument
shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. All article, section, paragraph or clause references not attributed to a particular document shall be references to such parts
of this Agreement, and all exhibit, annex, letter and schedule references not attributed to a particular document shall be references to such exhibits, annexes, letters and schedules to this Agreement. In addition, the word “or” is not
exclusive; the words “including,” “includes,” “included” and “include” are deemed to be followed by the words “without limitation”; and the terms “herein,” “hereof”
and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.

 (p) Independent Nature of Investors’ Obli g ations and Rights . The obligations of each Investor hereunder are several and not
joint with the obligations of any other Investor hereunder, and no Investor shall be responsible or disadvantaged in any way for the performance, or failure thereof, of the obligations of any other Investor hereunder. Nothing contained herein or in
any other agreement or document delivered at any closing, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of group or
entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that
the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Investor shall be entitled to protect and enforce its rights, including without limitation
the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company
contained was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Investor. It is expressly understood
and agreed that each provision contained in this Agreement is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not between and among Investors.

 14

 (q) Non-Recourse . Notwithstanding anything
that may be expressed or implied in this Agreement, the Company covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or
future director, officer, employee, stockholder general or limited partner or member of the Investors or of any affiliates or assignees thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of
any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee,
stockholder, general or limited partner or member of the Investors or of any affiliates or assignees thereof, as such for any obligation of the Investors under this Agreement or any documents or instruments delivered in connection with this
Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
 [Remainder of page intentionally left
blank]

 15

 IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized
officers to execute this Agreement as of the date first above written.

 COMPANY:

 Quantum Corporation

 By:

 Name:

 Hugues Meyrath

 Title:

 President and Chief Executive Officer

 [Signature Page to
Registration Rights Agreement]

 IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized
officers to execute this Agreement as of the date first above written.

 INVESTOR:

 By:

 Name:

 [ Name ]

 Title:

 [ Title ]

 [Signature Page to
Registration Rights Agreement]

 ANNEX A

 Selling Stockholder Questionnaire

 Print Exact Name of Selling Stockholder

 QUANTUM CORPORATION

 QUESTIONNAIRE FOR SELLING STOCKHOLDERS

 The Company requests that you complete this questionnaire in order for the Company to expeditiously file a Registration Statement on Form S-1 (the “ Registration Statement ”) with the United States Securities and Exchange Commission to register the resale of shares of Common Stock of the Company that are or will be held by you
and the other purchaser parties to the Purchase Agreement. You and such other purchasers are collectively referred to herein as “Selling Stockholders.”

 THIS QUESTIONNAIRE ASKS YOU ABOUT YOUR CURRENT HOLDINGS OF THE COMPANY.

 Selling Stockholders of the Company may be personally liable under the federal securities laws of the United States if the Registration
Statement contains any statement which is false or misleading as to any material fact or omits to state any material fact necessary in order to make the statements therein not false or misleading.

 Your careful completion of this Questionnaire will help ensure that the Registration Statement will be complete and accurate. Careful
consideration of the instructions and definitions contained in the endnotes to various items is essential to an understanding of the questions.

 PLEASE PROVIDE A RESPONSE TO EVERY QUESTION , indicating “None” or “Not Applicable” where appropriate. Please
complete, sign, and return one copy of this Questionnaire.
 Unless stated otherwise, answers should be given as of the date you complete
this Questionnaire. However, it is your responsibility to inform us of any changes that may occur to your situation between the date you complete this Questionnaire and the effective date of the Registration Statement . If there is any
situation about which you have any doubt, please give relevant facts so that the information may be reviewed.

 1

 QUESTIONNAIRE

 SECURITY OWNERSHIP
 Item 1. Beneficial
Ownership.
 SEE DEFINITION OF BENEFICIAL OWNERSHIP IN THE ENDNOTES TO THIS QUESTIONNAIRE.

 a. Deemed Beneficial Ownership . Please state the number of securities of the Company that you own or will own following the closing of
the transactions contemplated by the Purchase Agreement:
 Amount Beneficially Owned 1

 Number of Securities Owned by You:

 Total shares of Common Stock:

 Of such shares of Common Stock:

 Shares as to which you have sole voting power:

 Shares as to which you have shared voting power:

 Shares as to which you have sole investment power:

 Shares as to which you have shared investment power:

 Note :

 You are deemed to be the beneficial owner of a security if you have the right to acquire beneficial ownership of such security at any time within sixty (60) days, including, but not limited to, any right to
acquire such security (a) through the exercise of any option, warrant or right, (b) through the conversion of a security, or (c) pursuant to the automatic termination of, or the power to revoke a trust, discretionary account, or
similar arrangement. See Endnote 1.

 Do you hold any other securities of the Company?

 Answer: [ ] Yes    [ ] No
 If
“Yes,” please describe.

 Do you have any present plans to otherwise acquire, dispose of or transfer securities of the Company prior to the date of effectiveness of the Registration
Statement?
 Answer: [ ] Yes    [ ] No

 If “Yes,” please describe.

 b. Pledged Securities . If any of such securities have been pledged or otherwise deposited as collateral or are the subject matter of any
voting trust or other similar agreement or of any contract providing for the sale or other disposition of such securities, please give the details thereof.

 Answer: [ ] Yes    [ ] No

 2

 If “Yes,” please describe:

 c. Disclaimer of Beneficial Ownership . Do you wish to disclaim beneficial
ownership 1 of any of the securities reported in response to Item 1(a) (together, the “ Securities ”)?

 Answer: [ ] Yes    [ ] No

 If the answer is “Yes,” please furnish the following information with respect to the person or persons who should be shown as the
beneficial owner(s) 1 of the Securities in question.

 Name and Address of

 Actual Beneficial Owner

 Relationship of

 Such Person to
 You

 Type of Security Beneficially

 Owned

 Number of such Securities
Beneficially
Owned

 Item 2. Control Person .

 a. Please (i) state the full legal name and address of each natural person who, directly or indirectly, alone or with others, has the
power to vote or dispose of the securities reported in Item 1(a) (each, a “ Control Person ”) and (ii) describe the relationship of such Control Person to you:

 Answer:

 b. For each Control Person listed above indicate whether any such Control Person wishes to disclaim
beneficial ownership of the securities reported in Item 1(a).

 Answer:

 Item 3. Broker-Dealer Status .

 a. Are you a broker-dealer?

 Answer: [ ] Yes    [ ] No

 b. If the answer to Item 3(a) above is “Yes,” did you receive the securities as compensation for investment banking services to
the Company?
 Answer: [ ] Yes    [ ] No

 3

 c. Are you an affiliate of a broker-dealer?

 Answer: [ ] Yes    [ ] No

 d. If the answer to Item 3(c) above is “Yes,” do you hereby certify that you bought the securities in the ordinary course of
business, and at the time of the purchase of the securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the securities?

 Answer: [ ] Yes    [ ] No

 Item 4. Change of Control . Do you know of any contractual arrangements, including any pledge of securities of the Company, the operation of which may
at a subsequent date result in a change of control of the Company?
 Answer: [ ] Yes    [ ] No

 If so, please describe:

 Item 5. Relationship with the Company . Please state the nature of any position, office or other material relationship
you have (not including any agreement(s) pursuant to which you were issued securities of the Company), or have had within the past three years, with the Company or its affiliates.

 Check here if none: [ ]

 Name of Position/Office/Other Relationship

 Nature of Relationship

 4

 SIGNATURE

 I acknowledge that the Securities Act and the rules and regulations promulgated thereunder may require me to promptly notify the Company of
any material inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time as long as I hold Registrable Securities (as defined in the Registration Rights Agreement). In the absence of such
notification, the Company is to understand that the above information continues to be, to the best of my knowledge, information and belief, complete and correct.

 I understand that the information that I am furnishing to you herein will be used by the Company in the preparation of the Registration
Statement and hereby consent to the inclusion of such information in the Registration Statement. The information set forth in this Questionnaire and in any amendments or supplements hereto that I provide from time to time in writing constitutes
written information provided to the Company expressly for use in the Registration Statement.

 SELLING SECURITYHOLDER:

 Name:

 Dated:

             , 2026

 By:

 Name:

 Title:

 Address:

 Telephone:

 Email:

 Facsimile:

 ENDNOTE

 1.
 Beneficial Ownership. You are the beneficial owner of a security, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), if you, directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, have or share: (1) voting power, which includes the power to vote, or to direct the voting of, such security, and/or (2) investment power, which includes the power to dispose, or to direct the disposition of, such security. You
are also the beneficial owner of a security if you, directly or indirectly, create or use a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement, or device with the purpose or effect of divesting yourself of
beneficial ownership of a security or preventing the vesting of such beneficial ownership as part of a plan or scheme to evade the reporting requirements of Section 13(d) or 13(g) of the Exchange Act.

 You are deemed to be the beneficial owner of a security if you have the right to acquire beneficial ownership of such security at any time
 within sixty (60) days, including, but not limited to, any right to acquire such security (a) through the exercise of any option, warrant or right, (b) through the conversion of a security, or (c) pursuant to
the automatic termination of, or the power to revoke a trust, discretionary account, or similar arrangement.
 Securities held in the name
of your spouse or minor child should also be considered as beneficially owned by you. Similarly, securities held in the name of relatives who share your home are to be reported as being beneficially owned by you. In addition, securities held for
your benefit in the name of others, such as nominees, trustees and other fiduciaries, securities held by a partnership of which you are a partner, and securities held by a company controlled by you should be regarded as beneficially owned by you.

 This definition of beneficial ownership is very broad; therefore, even though you may not actually have or share voting or investment
power with respect to securities owned by persons in your family or living in your home, you should include such securities in your beneficial ownership disclosure and may then disclaim beneficial ownership of such securities. Please note,
however, that securities in which you have an economic interest but over which you have no voting or investment control (for example, securities in a trust of which you are the beneficiary but not the trustee) are not deemed beneficially owned by
you for the purposes of this Questionnaire.

EX-4.2 · d35173dex42.htm

EX-4.2
 3
 d35173dex42.htm
 EX-4.2

 Exhibit 4.2

 NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED HEREIN) OR THE
SECURITIES LAWS OF ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED 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 COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

 QUANTUM CORPORATION
 WARRANT

 Warrant No. 2026-1

 Issuance Date: June 1, 2026

 QUANTUM CORPORATION, a Delaware corporation (the “ Company ”), hereby certifies that, for
value received, Dialectic Technology SPV LLC, a Delaware limited liability company, or its registered assigns (the “ Holder ”), is entitled to purchase from the Company up to a total of 105,911 (subject to adjustment as provided
herein) fully paid and non-assessable shares of common stock, par value $0.01 per share (the “ Common Stock ”), of the Company (each such share, a “ Warrant Share ” and all
such shares, the “ Warrant Shares ”) at an exercise price equal to $5.1940 per share (as adjusted from time to time as provided in Section 10 , the “ Exercise Price ”) at any time and from
time to time from and after the date hereof, but not after 11:59:59 p.m., Eastern Time on the date that is five (5) years from the Issuance Date (as defined herein), as may be adjusted pursuant to Section 4 and
 Section 15 (the “ Expiration Date ”) and subject to the following terms and conditions. This Warrant (this “ Warrant ”) is by and between the Company and the Holder.

 1. Definitions . In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein
shall have the meanings set forth below:
 (a) “ Acquisition Change of Control ” means a Change of Control described in any
of clauses (i), (ii), (iii) or (iv) of the definition of “Change of Control” (except that, for purposes of this definition, each reference in clauses (i), (ii), (iii) and (iv) of the definition of “Change of
Control” to “fifty percent (50%)” shall be “eighty percent (80%)” or a sale by the Company of assets generating more than eighty percent (80%) of the Company’s revenue for the trailing 12-month period.
 (b) “ Attribution Parties ” means, collectively, the following Persons
and entities: (i) any investment vehicle, including any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager or any
of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a “group” (as described in Rule 13d-5(b)(1) under the Exchange Act) together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with
the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

 1

 (c) “ Affiliate ” means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by, or is under common control with, such Person.
 (d) “ Business Day ”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.
 (e)
“ Change of Control ” means the occurrence of any of the following in a single or a series of related transactions: (i) an acquisition after the Issuance Date by an individual or legal entity or “group” (as
described in Rule 13d-5(b)(1) under the Exchange Act) of more than fifty percent (50%) of the voting rights or equity interests in the Company; (ii) a replacement of directors holding more than fifty
percent (50%) of the voting power of the Company’s board of directors that is not approved by directors serving on the Board immediately prior to the consummation of such transaction or transactions, as applicable, holding more than fifty
percent (50%) of the voting power of all directors serving on the Board immediately prior to such transaction or transactions, as applicable; (iii) a merger, consolidation, amalgamation, scheme of arrangement or reorganization (or other similar
transaction) of the Company or a sale of all or substantially all of the assets of the Company in a single or a series of related transactions, unless following such transaction or series of transactions, the holders of the Company’s
securities prior to the first such transaction, or transactions, as applicable, continue to hold at least fifty percent (50%) of the voting power and equity interests in the surviving entity or acquirer of such assets, as applicable; (iv) a
recapitalization, reorganization or other transaction involving the Company that constitutes or results in a transfer of more than fifty percent (50%) of the voting power or equity interests in the Company; or (v) consummation of a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act with respect to the Company. Notwithstanding the foregoing, in no event shall the
acquisition of greater than fifty percent (50%) of the Common Stock by the Holder, its Affiliates, or any of the Attribution Parties constitute a Change of Control.

 (f) “ Closing Price ” means, for any date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on an Eligible Market or any other national securities exchange, the closing bid price per share of Common Stock for such date (or the nearest preceding date) on the primary Eligible Market or
exchange on which the Common Stock is then listed or quoted; (b) if the Common Stock is then listed or quoted on the OTC Bulletin Board, the most recent closing bid price per share of Common Stock so reported; (c) if prices for the Common
Stock are then reported in the “Pink Sheets” published by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported; or
(d) in all other cases, the fair market value of a share of Common Stock as mutually determined by the Company and the Holder. If the Company and the Holder are unable to so agree upon the fair market value of a share of Common Stock, then such
dispute shall be resolved in accordance with the procedures in Section 17(f) .
 (g)
“ Commission ” means the U.S. Securities and Exchange Commission.

 2

 (h) “ Common Stock Deemed Outstanding ” means, at any given time, the sum
of (i) the number of shares of Common Stock actually outstanding at such time, plus (ii) the number of shares of Common Stock issuable upon exercise of any warrants or other rights or options to subscribe for or purchase Common Stock and
conversion or exchange of any securities (directly or indirectly) convertible into or exchangeable for Common Stock, in each case actually outstanding at such time (treating as actually outstanding any such warrants, rights, options or other
securities issuable upon exercise of other such securities actually outstanding at such time), in each case, regardless of whether such securities are actually exercisable, convertible or exchangeable at such time; provided, that Common Stock Deemed
Outstanding at any given time shall not include shares owned or held by or for the account of the Company or any of its wholly owned subsidiaries.

 (i) “ Convertible Securities ” means any stock or securities (other than Options) that are at any time and under any
circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitle the holder thereof to acquire, any shares of Common Stock.

 (j) “ Eligible Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: (i) The Nasdaq Global Market; (ii) The Nasdaq Global Select Market; (iii) The Nasdaq Capital Market; (iv) the New York Stock Exchange; (v) NYSE Arca; or (vi) the NYSE MKT (or any
successor to any of the foregoing).
 (k) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any
successor statute, and the rules and regulations promulgated thereunder.
 (l) “ Excluded Stock ” means the issuance of:
(i) Common Stock upon the exercise of Options outstanding as of the Issuance Date, pursuant to the terms of Options or any applicable option plan as of the Issuance Date; (ii) compensatory Options (and the issuance of Common Stock upon
exercise thereof), restricted stock or restricted stock units (and the issuance of Common Stock upon settlement of such restricted stock units) of the Company to employees, officers, directors or consultants of the Company after the date hereof
pursuant to a stock option plan, restricted stock agreement or other incentive stock plan or pursuant to any employee benefit plan, in each case as in effect on the Issuance Date, as approved by the Company’s stockholders following the
Issuance Date or adopted by the Company’s board of directors as an inducement award or plan in accordance with the applicable regulations of the Eligible Market; (iii) the Warrant Shares; (iv) Common Stock issued upon exercise of
warrants to purchase Common Stock outstanding as of the Issuance Date; (v) any Common Stock or Common Stock Equivalents issued in connection with the secured convertible notes held by the Holder (or any successor holder or transferee of such
secured convertible notes) outstanding as of the Issuance Date (the “ Convertible Notes ”) (including upon exercise, exchange or conversion of any Common Stock or Common Stock Equivalents issued in connection with the original
issuance of the Convertible Notes); (vi) any Common Stock or Common Stock Equivalents issued in connection with any bona fide equity financing or capital raise transaction of the Company, to the extent the Holder in its sole discretion
consents in writing; and (vii) any Common Stock or Common Stock Equivalents issued as consideration in connection with the bona fide acquisition of all of the assets or capital stock or a business line (including the acquisition of the
intellectual property) of another business (whether by merger, purchase of stock or assets or otherwise) if such issuance is approved by the board of directors of the Company.

 3

 (m) “ Fundamental Transaction ” has the meaning set forth in
 Section 10(c) .
 (n) “ Fundamental Transaction Notice ” has the meaning set forth in
 Section 10(c) .
 (o) “ Issuance Date ” means the date hereof.

 (p) “ Options ” means any rights, warrants or options to, directly or indirectly, subscribe for or purchase Common Stock.

 (q) “ Original Issue Value ” shall be equal to eight hundred forty-four thousand two hundred and fifty-five dollars
($844,255).
 (r) “ Parent Entity ” of a Person means an entity that, directly or indirectly, controls the applicable
Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the
date of consummation of the Fundamental Transaction.
 (s) “ Person ” means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 (t) “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation
or partial proceeding, such as a deposition).
 (u) “ Prospectus ” means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
 (v)
“ Put Exercise Notice ” has the meaning set forth in Section 5(b) .
 (w) “ Put
Price ” shall be equal to the product of (I) the Original Issue Value, multiplied by (II) a fraction, the numerator of which is the number of Warrant Shares subject to the Put Exercise Notice and the denominator of which is the
total number of Warrant Shares issuable to the Holder under this Warrant as of the Issuance Date (as adjusted for any stock dividends, stock splits, combinations or similar events pursuant to Section 10(a) ).

 (x) “ Put Price Notice ” has the meaning set forth in Section 5(c) .

 4

 (y) “ Put Right ” has the meaning set forth in
 Section 5(a) .
 (z) “ Registrable Securities ” has such meaning ascribed to such term in the
Registration Rights Agreement.
 (aa) “ Registration Rights Agreement ” means the Registration Rights Agreement dated as of
September 23, 2025, by and between the Company and the Holder, as amended by that certain Amendment No. 1 to the Registration Rights Agreements dated as of the Issuance Date.

 (bb) “ Registration Statement ” has the meaning ascribed to such term in the Registration Rights Agreement.

 (cc) “ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.

 (dd) “ Securities Act ” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.
 (ee) “ Successor Entity ” means the Person (or, if so elected by the Holder, the Parent Entity)
formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.

 (ff) “ Trading Day ” means (a) any day on which the Common Stock is listed or quoted and traded on its primary Trading
Market, or (b) if the Common Stock is not then listed or quoted and traded on any Trading Market, any Business Day.
 (gg)
“ Trading Market ” means The Nasdaq Global Select Market or any other primary Eligible Market or national securities exchange on which the Common Stock is then listed or quoted.

 (hh) “ VWAP ” means, on any particular Trading Day or for any particular period, the volume weighted average trading price per
share of Common Stock on such Trading Day or for such particular period on the Eligible Market on which the Common Stock is then traded as reported by Bloomberg L.P., through its “Volume at Price” functions, or any successor performing
similar functions, or, if the foregoing does not apply, the average of the highest Closing Price and the lowest closing ask price of the Common Stock on the OTC Bulletin Board or, if none of the foregoing applies, the average of the highest Closing
Price and the lowest closing ask price of the Common Stock of any of the market makers for the Common Stock as reported in the “pink sheets” by OTC Markets Group Inc.; provided , however , that during any period the VWAP is
being determined, the VWAP shall be subject to adjustment from time to time for stock splits, stock dividends, combinations and similar events as applicable.

 2. Registration of Warrant . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 5

 3. Registration of Transfers . Subject to compliance with applicable federal and state
securities laws, this Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof at any time and without restriction; provided , however , that the transferee shall agree in
writing to be bound by the terms and subject to the conditions of this Warrant. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached
hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “ New
Warrant ” and, together with this Warrant, the “ Warrants ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so
transferred, if any, shall be issued to the transferring Holder. The acceptance of a New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of this Warrant.

 4. Exercise and Duration of Warrants .

 (a) Subject to the limitations set forth in Section 12 hereof, this Warrant shall be exercisable by the registered
Holder, in whole or in part, at any time and from time to time on or after the Issuance Date until immediately prior to the earliest of (a) a Fundamental Transaction, provided that, at the option of the Holder, this Warrant shall
continue to be exercisable, in whole or in part, after a Change of Control that does not constitute an Acquisition Change of Control, for the same number and type of underlying securities on terms no less favorable than those applicable immediately
prior to such transaction, (b) a liquidation of the Company or (c) the Expiration Date.
 (b) A Holder may exercise this Warrant
by delivering to the Company (i) an exercise notice, in the form attached hereto (the “ Exercise Notice ”), appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares
as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice), and the date such items are delivered to the Company (as determined in accordance with the notice
provisions hereof) is an “ Exercise Date .” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as
cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. The Holder shall deliver the original Warrant to the Company within thirty (30) days after the full
exercise of this Warrant; provided , however , that the Holder’s failure to so deliver the original Warrant shall not affect the validity of such exercise or any of the Company’s obligations under this Warrant and the
Company’s sole remedy for the Holder’s failure to deliver the original Warrant shall be to obtain an affidavit of lost warrant from the Holder, which Holder shall deliver as promptly as reasonably practical following a request by the
Company therefor, in a form and substance reasonably acceptable to the Company.

 6

 5. Put Right.

 (a) The Holder shall have the right (the “ Put Right ”) to require the Company to purchase the unexercised portion of this
Warrant held by the Holder, in whole but not in part, in accordance with the provisions of this Section 5.
 (b)
 Put Exercise. The Holder may exercise the Put Right by giving written notice thereof (a “ Put Exercise Notice ”) to the Company (i) at any time following the fourth (4th) anniversary of the Issuance Date and
(ii) prior to the fourth (4th) anniversary of the Issuance Date, (A) upon a Change of Control or (B) immediately prior to the occurrence of a voluntary dissolution, liquidation or winding up of the affairs of the Company. The Put
Exercise Notice shall state, if this Warrant remains unexercised, the number of shares then purchasable under this Warrant, if any, subject to such put. The Put Right may be exercised by the Holder and may be exercised successively in accordance
with this Section 5 so long as the Holder owns this Warrant.
 (c) Put Price . Upon receipt of the Put
Exercise Notice, the Company shall calculate the Put Price and deliver notice thereof (a “ Put Price Notice ”) to the Holder within three (3) Business Days after delivery to the Company of the Put Exercise Notice.

 (d) Consummation . Upon the Holder’s receipt of the Put Price Notice, the Holder shall surrender to the Company at its principal
office, or such other office or agency of the Company as the Company may reasonably designate by written notice to the Holder, this Warrant subject to such exercise of the Put Right, endorsed to the Company (or other instruments or documents of
transfer, or instruments to DTC or the transfer agent to effect such surrender), in exchange for, and the Company shall thereupon deliver the Put Price to the Holder by wire transfer of immediately available funds to an account designated by the
Holder or by certified check. The Holder of this Warrant shall cease to be a holder thereof immediately upon surrender thereof to the Company.

 6. Delivery of Warrant Shares .

 (a) Subject to the limitations set forth in Section 13 , upon exercise of this Warrant, the Company shall promptly
(but in no event later than three (3) Trading Days after the Exercise Date) at the Holder’s election (1) credit the Holder’s balance account with DTC for the Warrant Shares issuable upon such exercise (which alternative shall
not be available if both of the conditions set forth in Section 6(a)(x) or 6(a)(y) are satisfied), or (2) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the
Holder may designate, an electronic book entry position evidencing the Warrant Shares issuable upon such exercise, in either case, free of restrictive legends unless (x) a Registration Statement covering the resale of the Warrant Shares and
naming the Holder as a selling stockholder thereunder is not then effective or (y) the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144. The Holder, or any Person so designated by the Holder to receive
Warrant Shares, shall be deemed to have become holder of record of such Warrant Shares as of the Exercise Date.

 7

 (b) Subject to Section 5(a) and the limitations set forth in
 Section 13 hereof, this Warrant is exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. Upon surrender of this Warrant following one or more partial exercises, the
Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

 (c) The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof
(including, but not limited to the exercise of this Warrant) are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares (other than such
limitations contemplated by this Warrant). Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

 (d) Each certificate for Warrant Shares shall bear a restrictive legend only if (i) there is not then an effective Registration Statement
covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder and (ii) the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144; provided , however , that,
no such restrictive legend shall be required if, in the opinion of counsel for the Holder (which opinion is subject to the reasonable approval of the Company) or the Company, the securities represented thereby are not, at such time, required by law
to bear such legend.
 7. Charges, Taxes and Expenses . Issuance and delivery of certificates for shares of Common Stock upon
exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and
expenses shall be paid by the Company; provided , however , that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares in a
name other than that of the Holder or an affiliate thereof.
 8. Replacement of Warrant . If this Warrant is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures as the Company may
prescribe.

 8

 9. Reservation of Warrant Shares .

 (a) The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and
otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, one hundred twenty-five percent (125%) of the number of Warrant Shares which are then issuable and
deliverable upon the exercise of this entire Warrant (the “ Required Reserve Amount ”), free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and
restrictions of Section 10 ). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation by the Company of any
applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. The parties acknowledge and agree that issuances above the Maximum Percentage require approval
by the stockholders of the Company, and the Company provides no assurances or guarantees with respect to the outcome of such stockholder approval.

 (b) If, notwithstanding Section 9(a) above, and not in limitation thereof, at any time while this Warrant remains outstanding,
the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an “ Authorized Share Failure ”), then the Company shall take all
action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant. Without limiting the generality of the foregoing sentence, as
soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the
approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval
of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

 10. Certain Adjustments . The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to
adjustment from time to time as set forth in this Section 10 .
 (a) Stock Dividends and Splits . If the
Company, at any time while this Warrant is outstanding: (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock; (ii) subdivides outstanding
shares of Common Stock into a larger number of shares; or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause
(i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph
shall become effective immediately after the effective date of such subdivision or combination.

 9

 (b) Pro Rata Distributions . If the Company, at any time while this Warrant is
outstanding, distributes to holders of Common Stock (and not to all Holders of Warrants in respect of their ownership thereof): (i) evidences of indebtedness of any Person; (ii) any security (other than a distribution of Common Stock covered by
the preceding paragraph); (iii) rights or warrants to subscribe for or purchase any security; or (iv) cash or any other asset (in each case, “ Distributed Property ”), then in each such case the Exercise Price in effect
immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution shall be adjusted (effective on such record date) to equal the product of such Exercise Price times a fraction of which the
denominator shall be the average of the Closing Prices for the five (5) Trading Days immediately prior to (but not including) such record date and of which the numerator shall be such average less the then fair market value of the Distributed
Property distributed in respect of one (1) outstanding share of Common Stock, as determined by the Company’s independent certified public accountants that regularly examine the financial statements of the Company (an
“ Appraiser ”). In such event, the Holder, after receipt of the determination by the Appraiser, shall have the right to select an additional appraiser (which shall be a nationally or regionally recognized accounting firm) (the
“ Additional Appraiser ”), in which case such fair market value shall be deemed to equal the average of the values determined by each of the Appraiser and the Additional Appraiser. As an alternative to the foregoing adjustment to
the Exercise Price, at the request of the Holder delivered before the earlier of the ninetieth (90 th ) day after such record date or the exercise of this Warrant after such record date, the Company
will deliver to such Holder, within five (5) Trading Days after such request (or, if later, on the effective date of such distribution), the Distributed Property that such Holder would have been entitled to receive if the Holder had held the
number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant) immediately prior to such record date ( provided , however , that to the
extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution in
excess of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder
shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation). If such Distributed
Property is not delivered to a Holder pursuant to the preceding sentence, then upon expiration of or any exercise of this Warrant that occurs after such record date, such Holder shall remain entitled to receive, in addition to the Warrant Shares
otherwise issuable upon such exercise (if applicable), such Distributed Property.
 (c) Fundamental Transactions . If, at any time
while this Warrant is outstanding: (i) the Company effects any merger or consolidation of the Company with or into another Person; (ii) the Company effects any sale of (A) all or substantially all of its assets or (B) assets
generating more than fifty percent (50%) of the Company’s revenue for the trailing twelve (12) month period, in each case, which sale is not approved by the Holders of at least a majority of the Warrant Shares issuable upon exercise of
then outstanding Warrants; (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant

 10

to which holders of at least fifty percent (50%) of the Common Stock (excluding any shares held by the Person(s) making such tender or exchange offer) tender or exchange their shares for other
securities, cash or property; (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or
property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above or a transaction that does not result in a transfer of more than fifty percent (50%) of the voting
power or equity interests in the Company); or (v) there is a Change of Control (each of the foregoing, a “ Fundamental Transaction ”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant,
the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction as if this Warrant had been exercised on a cashless basis in accordance with
 Section 11 below, immediately prior to such Fundamental Transaction, and become the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (without taking into account any limitations or
restrictions on the exercisability of this Warrant) (the “ Alternate Consideration ”). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the Company shall apportion such
aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant. The Company shall notify the Holder, in writing, of such
Fundamental Transaction at least thirty (30) days prior to the closing of such Fundamental Transaction (the “ Fundamental Transaction Notice ”), which written notice shall describe in detail the terms of the Fundamental
Transaction (including the Alternate Consideration issuable upon exercise of this Warrant). In the event of, and as a condition to the consummation of, a Fundamental Transaction, the Company or the Successor Entity, as the case may be, shall execute
with the Holder a written agreement providing that:
 (x) this Warrant shall thereafter entitle the Holder to purchase the
Alternate Consideration in accordance with this Section 10(c) .
 (y) in the case of any such
Successor Entity, upon such consolidation, merger, statutory exchange, combination, sale or conveyance, such Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the
provisions of this Warrant and the other transaction documents referring to the “Company” shall refer instead to the Successor Entity), be jointly and severally liable with the Company for the performance of all of the Company’s
obligations under this Warrant and may exercise every right and power of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

 (z) if registration or qualification is required under the Exchange Act or applicable state law for the public resale by the
Holder of shares of stock and other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, statutory exchange, combination or sale.

 11

 If, in the case of any Fundamental Transaction, the Alternate Consideration includes shares
of stock, other securities, other property or assets of a Person other than the Company or any such Successor Entity, as the case may be, in such Fundamental Transaction, then such written agreement shall also be executed by such other Person. At
the Holder’s request, prior to or at the closing of the Fundamental Transaction, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a New Warrant consistent with the foregoing provisions
and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring
any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.
 (d) Subsequent Equity Sales .

 (i) If, at any time while this Warrant is outstanding, the Company or any subsidiary grants, issues or sells (or enters into any agreement to
grant, issue or sell), or is deemed to have granted, issued or sold any additional shares of Common Stock, Convertible Securities, Options, rights, warrants, or other securities or debt convertible, exercisable or exchangeable for shares of Common
Stock or otherwise entitling any Person to acquire shares of Common Stock (collectively, “ Common Stock Equivalents ”) at an effective price to the Company (net of any rebates, discounts, fees, commissions or expenses, other than
customary expenses) per share of Common Stock less than the then effective Exercise Price (such issuances, collectively, a “ Dilutive Issuance ”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any
time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled
to receive shares of common stock at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price
in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing:

 (A) the sum of (1) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale
(or deemed issuance or sale) by the Exercise Price then in effect plus (2) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by

 (B) the sum of (1) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus
(2) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).

 12

 (ii) The adjustment to the Exercise Price shall be made at the end of each fiscal quarter,
based on the issuances of Common Stock Equivalents during that quarter. No further adjustment shall be made to the Exercise Price upon the actual issuance of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents.
Notwithstanding the foregoing, if any Common Stock Equivalents as to which an adjustment to the Exercise Price was made pursuant to Section 10(d)(i) expire, terminate or are cancelled without having been exercised, converted or exchanged in
full, then the Exercise Price shall be readjusted as of the date of such expiration, termination or cancellation to the Exercise Price that would have been in effect had the adjustment made upon the issuance of such expired, terminated or cancelled
Common Stock Equivalents been made on the basis of the actual number of shares of Common Stock issued upon exercise, conversion or exchange thereof (or, if no shares of Common Stock were issued, as if such Common Stock Equivalents had never been
issued).
 (iii) If, at any time while this Warrant is outstanding, the Company directly or indirectly issues Common Stock Equivalents with
an Effective Price or a number of underlying shares that floats or resets or otherwise varies or is subject to adjustment based (directly or indirectly) on market prices of the Common Stock (a “ Floating Price Security ”), including
by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary structural anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions), then for purposes of
applying the preceding paragraph in connection with any subsequent exercise, the Effective Price will be determined separately on each Exercise Date and will be deemed to equal the lowest Effective Price at which any holder of such Floating Price
Security is entitled to acquire Common Stock on such Exercise Date (regardless of whether any such holder actually acquires any shares on such date). The Holder shall have the right, but not the obligation, in its sole discretion to substitute such
Effective Price for the Exercise Price upon exercise of this Warrant by designating in the Exercise Notice delivered upon any exercise that the Holder is relying on the Effective Price rather than the Exercise Price then in effect.

 (iv) No adjustment to this Warrant shall be made pursuant to this Section 10(d) that would have the effect of
causing this Warrant to be exercisable for more than the Maximum Percentage unless and until prior to any such adjustment the Company shall have obtained all necessary shareholder and other approvals required for the Exercise Price under this
Warrant to be reduced to such Effective Price and for sufficient Warrant Shares to be reserved for issuance upon exercise of this Warrant.

 (v) Notwithstanding anything herein to the contrary, no adjustment will be made under this Section 10 in respect of
any issuances or exercise prices, resets, conversion prices or other Floating Price Security attributes of Common Stock or Common Stock Equivalents covered by the definition of Excluded Stock.

 (e) Number of Warrant Shares . Subject to the limitations set forth in Section 13(iii) , simultaneously with any
adjustment to the Exercise Price pursuant to this Section 10 , the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment; provided that no Exercise Price adjustment or
adjustment to the number of Warrant Shares issuable in the aggregate pursuant to this Section 10(e) may be based on an Exercise Price of less than $5.00 per Warrant Share, as adjusted for any stock dividends, stock splits
(including forward and reverse), stock combinations, recapitalizations or similar events.

 13

 (f) Calculations . All calculations under this Section 10
shall be made to the nearest cent or the nearest one hundredth (1/100 th ) of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include any
treasury shares, and the disposition of any such shares shall be considered an issue or sale of Common Stock.
 (g) Notice of
Adjustments . Upon the occurrence of each adjustment pursuant to this Section 10 , the Company at its expense will promptly (i) compute such adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is based and (ii) deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.

 (h) Notice of Corporate Events . If the Company: (i) declares a dividend or any other distribution of cash, securities or other
property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary; (ii) authorizes or approves, enters into a definitive
agreement or solicits stockholder approval for a Fundamental Transaction; or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing
the material terms and conditions of such transaction, at least twenty (20) calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps necessary in order to ensure that the Holder has sufficient opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided ,
 however , that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

 (i) Other Events . In the event that the Company or any subsidiary shall take any action to which the provisions hereof are not strictly
applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 10 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith, and subject to
 Section 12 below, determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment
pursuant to this Section 10(i) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 10 , provided further that if the
Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of
nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.

 14

 11. Payment of Exercise Price . The Holder, at its election, may either pay the
Exercise Price in immediately available funds, or satisfy its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:

      

 X = Y [(A-B)/A]

 where:

 X = the number of Warrant Shares to be issued to the Holder.

 Y = the number of Warrant Shares with respect to which this Warrant is being exercised.

 A = the Current Market Price (as of the date of such calculation) of one share of Common Stock.

 B = the Exercise Price (as adjusted to the date of such calculation).

 For purposes of this Warrant, the “ Current Market Price ” of one share of the
Company’s Common Stock as of a particular date shall be determined as follows: (a) if traded on a national securities exchange (including the Nasdaq Stock Market), the Current Market Price shall be deemed to be the arithmetic average of
the VWAPs for the five (5) consecutive Trading Days immediately preceding the applicable date; (b) if traded over-the-counter but not on the Nasdaq Stock
Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five (5) Business Days immediately prior to the date of exercise indicated in the Notice of Exercise; and (c) if there is no
active public market, the Current Market Price shall be the fair market value of a share of Common Stock as mutually determined by the Company and the Holder in their sole discretion. If the Company and the Holder are unable to so agree upon the
fair market value of a share of Common Stock, then such dispute shall be resolved in accordance with the procedures in Section 17(f) .

 12. Limitation on Exercise . Notwithstanding anything to the contrary herein, the Company shall not effect the exercise of this Warrant
and the Holder shall not have the right to exercise this Warrant, (A) to the extent that after giving effect to such exercise, the Holder (together with its Affiliates and any of the other Attribution Parties) would beneficially own in excess
of 19.99% (the “ Maximum Percentage ”) of the shares of Common Stock outstanding and/or the then combined voting power of all of the Company’s voting securities immediately after giving effect to such exercise (the
“ Beneficial Ownership Limitation ”) and (B) if at the time of such exercise, such exercise would violate, or would result in a violation by the Company of, any Nasdaq Stock Market Rule (and any successor to the Nasdaq Stock
Market and any other trading market on which the Common Stock is listed), including, without limitation, Nasdaq Stock Market Rule 5635(b) relating to a change of control; provided , that, with respect to clause (A) above, the Beneficial
Ownership Limitation shall not apply in the event that the Company obtains (x) stockholder approval for a change of control with respect to the Holder and such stockholder approval remains valid pursuant to the Nasdaq Stock Market Rules (and
any successor to the Nasdaq Stock Market and any other trading market on which the Common Stock is listed) and such exercise otherwise satisfies the requirements of Nasdaq Stock Market Rule 5635 with respect to issuances of shares of Common Stock
upon exercise of this Warrant or any other warrant held by the Holder or (y) a waiver of such Beneficial Ownership Limitation is received from Nasdaq and such waiver remains valid. The limitations contained in this paragraph shall apply to any
successor holder and transferee of this Warrant, any New Warrants, and all Warrant Shares issued or issuable upon exercise of all Warrants outstanding (together with their Affiliates and any of the other Attribution Parties), as applicable.

 15

 13. Fractional Shares . The Company shall not be required to issue or cause to be
issued fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon exercise of this Warrant, the number of Warrant Shares to be issued will be
rounded up to the nearest whole share.
 14. Notices . Any and all notices or other communications or deliveries hereunder (including
without limitation any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered by electronic mail specified in this
 Section 14 prior to 6:30 p.m. (New York City time) on a Trading Day; (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered by electronic mail specified in this
 Section 14 on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day; (iii) the Trading Day following the date of mailing, if sent by a nationally recognized overnight courier
service specifying next Business Day delivery; or (iv) upon actual receipt by the party to whom such notice is required to be given, if by hand delivery. The address and e-mail address of a party for such
notices or communications shall be as set forth in this Section 14 , unless changed by such party by two (2) Trading Days’ prior notice to the other party in accordance with this
 Section 14 . It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.

 If the Company:
 Quantum
Corporation
 10770 E. Briarwood Avenue

 Centennial, CO 80112

 Attention: Tara Ilges
 Email:

 with a copy to (which shall not constitute notice):

 Pillsbury Winthrop Shaw Pittman LLP

 2400 Hanover Street
 Palo Alto,
CA 94304
 Attention: James J. Masetti; Julie Park

 Email:
 If to Holder:

 Dialectic Technology SPV LLC

 119 Rowayton Avenue

 16

 Rowayton, CT 06853

 Attention: John Fichthorn
 E-mail:
 with a copy to (which shall not constitute notice):

 Willkie Farr & Gallagher LLP

 1801 Page Mill Road, Suite 210

 Palo Alto, CA 94304
 Attention:
Christopher M. Forrester
 Email:

 15. Extension of Expiration Date . At the option of the Holder, the Expiration Date may be extended for the number of Trading
Days following any period commencing on the Expiration Date, if on the Expiration Date and through any such period: (i) trading in the Common Stock is suspended by any Trading Market; (ii) the Registration Statement is not effective; or
(iii) the Prospectus included in the Registration Statement may not be used by the Holder for the resale of Registrable Securities thereunder; provided that, with respect to Section 15(ii) and
 Section 15(iii) , only to the extent the Company was required, but failed, to maintain the effectiveness of the Registration Statement and the availability of the Prospectus included in the Registration Statement in
accordance with the terms of the Registration Rights Agreement.
 16. Furnishing of Information . The Company covenants to timely
file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. Upon the request of the Holder, the Company shall deliver
to the Holder a written certification of a duly authorized officer as to whether it has complied with the preceding sentence. If the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Holder and make
publicly available in accordance with paragraph (c) of Rule 144 such information as is required for the Holder to sell this Warrant under Rule 144. The Company further covenants that it will take such further action as the Holder may reasonably
request to satisfy the provisions of Rule 144 applicable to the issuer of securities relating to transactions for the sale of securities pursuant to Rule 144.

 17. Miscellaneous .
 (a)
The Company will not, by amendment of its governing documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder
against impairment. Subject to the restrictions on transfer set forth on the first page hereof and in Section 3 , this Warrant may be assigned by the Holder, provided , however , that in no event shall the
registration rights be separately assigned from the purchase rights evidenced by this Warrant. Except as provided in and subject to the terms set forth in Section 10(c) , this Warrant may not be assigned by the Company
except with the prior written consent of the Holder. This Warrant shall be binding on and inure to the benefit of the parties

 17

hereto and their respective successors and assigns. Subject to the preceding sentence and except as otherwise provided in Section 12 , nothing in this Warrant shall be
construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant constitutes the entire agreement of the parties with respect to the subject matter hereof.
This Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns. The restrictions set forth in Section 12 hereof may not be amended or waived.

 (b) The Company: (i) will not increase the par value of any Warrant Shares above the amount payable therefor on such exercise,
(ii) will use reasonable best efforts to take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares on the exercise of this Warrant, and
(iii) will not close its stockholder books or records in any manner which interferes with the timely exercise of this Warrant.

 ( C ) G OVERNING L AW ; V ENUE ; W AIVER O F
J URY T RIAL . A LL QUESTIONS CONCERNING THE CONSTRUCTION , VALIDITY , ENFORCEMENT AND
 INTERPRETATION OF THIS W ARRANT SHALL BE GOVERNED BY AND CONSTRUED AND
 ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF N EW Y ORK .
E ACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
 STATE AND FEDERAL COURTS SITTING IN THE CITY OF N EW Y ORK , BOROUGH
 OF M ANHATTAN , FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
 CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN ,
 AND HEREBY IRREVOCABLY WAIVES , AND AGREES NOT TO ASSERT IN ANY SUIT ,
 ACTION OR P ROCEEDING , ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
 THE JURISDICTION OF ANY SUCH COURT , THAT SUCH SUIT , ACTION OR
P ROCEEDING IS IMPROPER . E ACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF
 PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT , ACTION
 OR P ROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED
 MAIL OR OVERNIGHT DELIVERY ( WITH EVIDENCE OF DELIVERY ) TO SUCH PARTY
 AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS W ARRANT
 AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE
 OF PROCESS AND NOTICE THEREOF . N OTHING CONTAINED HEREIN SHALL BE DEEMED
 TO ( I ) LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN
 ANY MANNER PERMITTED BY LAW OR ( II ) LIMIT ANY PROVISION OF
S ECTION 17 (f) . E ACH PARTY HEREBY WAIVES ALL RIGHTS TO A
 TRIAL BY JURY .
 (d) The headings herein are for convenience only, do not constitute a part of
this Warrant and shall not be deemed to limit or affect any of the provisions hereof.
 (e) In case any one or more of the provisions of
this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to
agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

 (f) Alternate Dispute Resolution .

 18

 (i) In the case of a dispute relating to the Exercise Price, the Closing Price, the Current
Market Price, or fair market value or the arithmetic calculation of the Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may
be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within five (5) Business Days after the Company learned of the circumstances giving rise to such dispute, or (B) if by the Holder, within five
(5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, Closing Price, Current Market Price, or fair
market value or arithmetic calculation of the Warrant Shares (as the case may be), at any time after the fifth (5 th ) Business Day following such initial notice by the Company or the Holder (as the
case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute; provided that if the Holder does not select
such an investment bank within such five (5) Business Day period, then the Company may, at its sole option, select an independent reputable investment bank to resolve such dispute.

 (ii) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in
accordance with this Section 17(f) and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the tenth (10 th ) Business Day immediately following the date on which such investment bank was selected and agreed to serve in such role (the “ Dispute Submission Deadline ”) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “ Required Dispute Documentation ”) (it being understood and agreed that if either the Holder or the Company fails
to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or
submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank
prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written
documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

 (iii) The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the
Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s
resolution of such dispute shall be final and binding upon all parties absent manifest error.
 [ Signature page follows .]

 19

 IN WITNESS WHEREOF , the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.

 QUANTUM CORPORATION

 By:

 /s/ Hugues Meyrath

 Name:

 Hugues Meyrath

 Title:

 President and Chief Executive Officer

 [Signature Page to
Conversion Warrant]

 FORM OF EXERCISE NOTICE

 (To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)

 To: QUANTUM CORPORATION
 The undersigned is the Holder of
Warrant No. 2026-1 (the “ Warrant ”) issued by QUANTUM CORPORATION, a Delaware corporation (the “ Company ”). Capitalized terms used herein and not otherwise defined have
the respective meanings set forth in the Warrant.

 1.
 The Warrant is currently exercisable to purchase a total of ______________ Warrant Shares.

 2.
 The undersigned Holder hereby exercises its right to purchase _________________ Warrant Shares pursuant to the
Warrant.

 3.
 The Holder intends that payment of the Exercise Price shall be made as (check one):

 ____ “Cash Exercise” under Section 11

 ____ “Cashless Exercise” under Section 11

 4.
 If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $____________ to the Company in
accordance with the terms of the Warrant.

 5.
 Pursuant to this exercise, the Company shall deliver to the Holder _______________ Warrant Shares in accordance
with the terms of the Warrant.

 6.
 Following this exercise, the Warrant shall be exercisable to purchase a total of ______________ Warrant Shares.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

 SIGNATURE PAGE FOLLOWS]

 IN WITNESS WHEREOF, the undersigned has caused this Exercise Notice to be duly executed as of the date
indicated below.

 Dated: ,               

      

 Name of Holder:

 (Print)

 By:

 Name:

 Title:

 (Signature must conform in all respects to name of holder as specified on the face of the Warrant)

 FORM OF ASSIGNMENT

 [To be completed and signed only upon transfer of Warrant]

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the
within Warrant to purchase ____________ shares of Common Stock of QUANTUM CORPORATION to which the within Warrant relates and appoints ________________ attorney to transfer said right on the books of QUANTUM CORPORATION with full power of
substitution in the premises.

 Dated: ,                ,     

 (Signature must conform in all respects to name of holder as specified on the face of the Warrant)

 Address of Transferee

 In the presence of: