Gossamer Bio, Inc.

EX-99.1 · goss-20260604xexx991xpr.htm

EX-99.1
 9
 goss-20260604xexx991xpr.htm
 EX-99.1

 Exhibit 99.1

 Gossamer Bio, Inc. Announces Early Tender Results and Early Settlement for Exchange Offer and Consent Solicitation with Respect to Existing Convertible Notes

 San Diego, California. (June 3, 2026) – Gossamer Bio, Inc. (NASDAQ: GOSS) (the “Company” or “Gossamer”), a biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD), today announced the early tender results of its previously announced exchange offer (the “Exchange Offer”) to exchange any and all of its 5.00% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”) for a pro rata portion of (i) up to $72.0 million in aggregate principal amount of its new 7.50% Convertible Senior Secured First Lien Notes due 2030 (the “New Convertible Notes”), (ii) up to 317,647,058 shares of its common stock (the “Common Stock”) or, in lieu of issuing shares of Common Stock to the extent such shares would cause any Eligible Holder (as defined below) to beneficially own greater than 9.99% of the outstanding Common Stock, prefunded warrants to purchase shares of Common Stock (the “Prefunded Warrants” and, together with the Common Stock, the “Equity Securities”) and (iii) with respect to Eligible Holders who tender prior to the Extended Early Tender Date (as defined below), warrants to purchase shares of Common Stock (the “Purchase Warrants” and, together with the New Convertible Notes and Equity Securities, the “Offered Securities”).
 As of 5:00 p.m., New York City time, on June 2, 2026 (the “Extended Early Tender Date”), based on information provided by D.F. King & Co., Inc., which is acting as the exchange agent and information agent for the Exchange Offer (the “Exchange Agent”), $181,052,000 in aggregate principal amount of Existing Convertible Notes was validly tendered in the Exchange Offer and not validly withdrawn (such notes, the “Early Tendered Notes”) and related consents to the Proposed Amendments (as defined below) were validly delivered and not validly withdrawn as of such time. The Early Tendered Notes represent 90.526% of the aggregate outstanding principal amount of Existing Convertible Notes. The Company and the Required Supporting Noteholders have agreed to amend the condition to the Exchange Offer that a minimum of 98% of the aggregate principal amount of Existing Convertible Notes be validly tendered to a minimum of 90.5% of the aggregate principal amount of Existing Convertible Notes be validly tendered. As a result, the Company also announced that it has elected to accept for exchange the Early Tendered Notes (the “Early Settlement”), with settlement expected to occur on June 4, 2026 (the “Early Settlement Date”), the second business day immediately following the Extended Early Tender Date. The following table describes the early tender results at 5:00 p.m., New York City time, on June 2, 2026 (which is the Extended Early Tender Date of the Exchange Offer and the Consent Solicitation, as defined below) as well as the Offered Securities expected to be issued at the Early Settlement:

 Title
 Aggregate Principal Amount
 of Existing Convertible Notes Tendered and Accepted

 Percentage of Existing Convertible Notes
 Tendered and Accepted

 Aggregate Principal Amount of New Convertible Notes Expected to be Issued
 Number of New Shares Expected
 to be Issued

 Number of Prefunded Warrants Expected to be Issued
 Number of Purchase Warrants Expected to be Issued

 5.00% Convertible Senior Notes due 2027
 $181,052,000
 90.526%
 $65,174,000
 254,150,441
 33,402,727
 135,789,000

 In addition, holders of Early Tendered Notes accepted for exchange will receive accrued and unpaid interest on such Early Tendered Notes from, and including, the most recent interest payment date to, but excluding, the Early Settlement Date.
 By tendering Existing Convertible Notes in the Exchange Offer, each participating holder of Existing Convertible Notes is deemed to have agreed to substantially the same terms as those in the voting agreements entered into by the Supporting Noteholders, which includes having agreed with the Company that from and after the Early Settlement Date and until 5:00 p.m., New York City time, on June 5, 2026, which is the record date of the special meeting to be held following the Exchange Offer, it will not transfer, sell, exchange, assign or convey any legal or beneficial ownership interest in, or any right, title or interest therein (including any right or power to vote), or otherwise dispose of (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) any New Shares, or enter into any contract, option, or other agreement with respect to any of the foregoing.
 Simultaneously with the Exchange Offer, the Company solicited consents (the “Consent Solicitation”) from holders of the Existing Convertible Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Existing Convertible Notes (the “Existing Convertible Notes Indenture”). The Proposed Amendments will eliminate substantially all of the restrictive covenants in the Existing Convertible Notes Indenture as well as certain events of default and related provisions applicable to the Existing Convertible Notes. As of 5:00 p.m., New York City time, on the Extended Early Tender Date, the Company had obtained sufficient consents to effectuate the Proposed Amendments. As a result, the Proposed Amendments will become effective upon the Early Settlement Date.
 For the remaining holders of Existing Convertible Notes that did not tender their Existing Convertible Notes prior to the Extended Early Tender Date, the Exchange Offer will expire at 5:00 p.m., New York City time, on June 16, 2026 (such time and date, as the same may be extended, the “Expiration Deadline”), unless extended or earlier terminated. The withdrawal deadline for the Exchange Offer and Consent Solicitation occurred at 5:00 p.m., New York City time, on June 1, 2026 (the “Withdrawal Deadline”). As a result, and because the Withdrawal Deadline is not being extended, tenders of the Existing Convertible Notes and related consents may no longer be withdrawn, except in limited circumstances where additional withdrawal rights are required by law. If all conditions to the Exchange Offer have been or are concurrently satisfied or waived at or prior to the Expiration Deadline, unless extended, the Company will accept for exchange any remaining Existing Convertible Notes that were validly tendered in the Exchange Offer following the Extended Early Tender Date and at or prior to the Expiration Deadline, and not validly withdrawn at or prior to the Withdrawal Deadline (the date of such exchange, the “Final Settlement Date”). The Final Settlement Date, if any, will be promptly after the Expiration Deadline and is currently expected to occur on June 18, 2026, the second business day immediately following the Expiration Deadline.

 The Exchange Offer and Consent Solicitation may each be amended or extended at any time prior to the Expiration Deadline and for any reason, and may be terminated or withdrawn if any of the conditions of the Exchange Offer and Consent Solicitation are not satisfied or waived by the Expiration Deadline (as it may be extended), subject to applicable law and, if applicable, the terms of the Transaction Support Agreement. Subject to applicable law and, if applicable, the terms of the Transaction Support Agreement, the Company may extend the Expiration Deadline at any time, which may or may not have the effect of extending the Withdrawal Deadline.
 The New Convertible Notes, Purchase Warrants, Prefunded Warrants and shares of Common Stock offered in the Exchange Offer are being offered only to holders of Existing Convertible Notes that are “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Eligible Holders”).
 Cantor Fitzgerald & Co. is acting as exclusive capital markets and financial advisor, sole dealer manager and sole solicitation agent to the Company (the “Dealer Manager”) in connection with the Exchange Offer and Consent Solicitation. D.F. King & Co., Inc. is acting as the exchange agent and the information agent (the “Exchange Agent”) in connection with the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer and Consent Solicitation may be directed to the Dealer Manager at 110 East 59th Street, New York, NY 10022, email: elcm@cantor.com or to the Exchange Agent at 28 Liberty Street, 53rd Floor, New York, NY 10005, tel: (866) 620-9554 or (646) 582-7109, e-mail: goss@dfking.com. The eligibility letter is available electronically at: www.dfking.com/goss. Eligible Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Exchange Offer and Consent Solicitation. Latham & Watkins LLP is acting as legal counsel to the Company in connection with the Exchange Offer and Consent Solicitation. Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel to certain holders of Existing Convertible Notes that are party to the Transaction Support Agreement. DLA Piper LLP (US) is acting as legal counsel to the Dealer Manager for the Exchange Offer and Consent Solicitation.
 Only Eligible Holders may receive a copy of the offering memorandum relating to the Exchange Offer and Consent Solicitation and participate in the Exchange Offer and Consent Solicitation. None of the Company, the Dealer Manager, the Exchange Agent, any trustee or collateral agent for the Existing Convertible Notes or New Convertible Notes, or any affiliate of any of them makes any recommendation as to whether any Eligible Holder of Existing Convertible Notes should exchange or refrain from exchanging the principal amount of such Eligible Holder's Existing Convertible Notes in the Exchange Offer or submit consents in the Consent Solicitation. No one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision whether to tender Existing Convertible Notes in the Exchange Offer or submit consents in the Consent Solicitation. No Eligible Holder may tender less than all of its Existing Convertible Notes in the Exchange Offer.
 The offering, issuance and sale of the Offered Securities has not been, and will not be, registered under the Securities Act of 1933, as amended, or any other securities laws. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the New Convertible Notes, shares of Common Stock (or Prefunded Warrants) and Purchase Warrants offered in the Exchange Offer, the shares of Common Stock issuable upon conversion of the New Convertible Notes, Prefunded Warrants or Purchase Warrants, the Existing Convertible Notes or any other securities, nor will there be any sale of such securities or any other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

 About Gossamer Bio

 Gossamer Bio is a biopharmaceutical company focused on the development of treatments for pulmonary hypertension. Its goal is to be an industry leader in, and to enhance the lives of patients living with, pulmonary hypertension.
 Gossamer Bio Forward Looking Statements

 The Company cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding: the Company’s Exchange Offer and Consent Solicitation relating to its Existing Convertible Notes, including the timing and anticipated benefits thereof; and the Company’s ability to consummate the Exchange Offer. The inclusion of forward-looking statements should not be regarded as a representation by Gossamer that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in Gossamer’s business, including, without limitation: the Company may not be able to complete the Exchange Offer on the anticipated timeline or at all, and the Company may not realize the anticipated benefits therefrom; and other risks described in the Company’s prior press releases and the Company’s filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in the Company’s annual report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Gossamer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
 For Investors and Media:

 Bryan Giraudo, Chief Financial Officer & Chief Operating Officer
 Gossamer Bio Investor Relations
 ir@gossamerbio.com

EX-10.1 · goss-20260604xexx101inde.htm

EX-10.1
 2
 goss-20260604xexx101inde.htm
 EX-10.1

 Exhibit 10.1 GOSSAMER BIO, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent INDENTURE Dated as of June 4, 2026 Senior Secured First Lien Convertible Notes due 2030

 i TABLE OF CONTENTS Page Article 1. Definitions .......................................................................................................................1 Section 1.01 Definitions..............................................................................................1 Section 1.02 References to Interest ...........................................................................30 Article 2. Issue, Description, Execution, Registration and Exchange of Notes .............................31 Section 2.01 Designation and Amount .....................................................................31 Section 2.02 Form of Notes ......................................................................................31 Section 2.03 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts ..............................................................................32 Section 2.04 Execution, Authentication and Delivery of Notes ...............................34 Section 2.05 Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary .......................................................................34 Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes.........................................41 Section 2.07 Temporary Notes .................................................................................42 Section 2.08 Cancellation of Notes Paid, Converted, Etc. ........................................42 Section 2.09 CUSIP Numbers...................................................................................42 Section 2.10 Additional Notes; Repurchases ............................................................42 Article 3. Satisfaction and Discharge .............................................................................................43 Section 3.01 Satisfaction and Discharge ...................................................................43 Article 4. Particular Covenants of the Company ...........................................................................44 Section 4.01 Payment of Principal and Interest ........................................................44 Section 4.02 Maintenance of Office or Agency ........................................................44 Section 4.03 Appointments to Fill Vacancies in Trustee’s Office and Collateral Agent’s Office .....................................................................45 Section 4.04 Provisions as to Paying Agent, Conversion Agent and Transfer Agent ....................................................................................................45 Section 4.05 Existence ..............................................................................................45 Section 4.06 Reports .................................................................................................45 Section 4.07 Stay, Extension and Usury Laws .........................................................46 Section 4.08 Compliance Certificate ........................................................................46 Section 4.09 Further Instruments and Acts ...............................................................47 Section 4.10 Incurrence of Indebtedness ..................................................................47 Section 4.11 Limitation on Liens ..............................................................................49 Section 4.12 Restricted Payments and Investments ..................................................50 Section 4.13 Restrictive Agreements ........................................................................53 Section 4.14 Transactions with Affiliates .................................................................54 Section 4.15 Restricted Debt Payments ....................................................................55 Section 4.16 Dispositions..........................................................................................56 Section 4.17 Minimum Liquidity ..............................................................................56

 ii Section 4.18 Foreign Subsidiaries; Joint Ventures ...................................................57 Section 4.19 Double Dip Transactions. ....................................................................57 Section 4.20 Liability Management Transactions ....................................................58 Section 4.21 Stockholder Approval ..........................................................................58 Section 4.22 Post-Closing .........................................................................................58 Section 4.23 Further Assurances...............................................................................58 Section 4.24 Expense Reimbursement. .....................................................................59 Section 4.25 Suspension of Covenants. ....................................................................59 Article 5. Lists of Holders and Reports by the Company and the Trustee ....................................60 Section 5.01 Lists of Holders ....................................................................................60 Section 5.02 Preservation and Disclosure of Lists....................................................60 Article 6. Defaults and Remedies ..................................................................................................60 Section 6.01 Events of Default .................................................................................60 Section 6.02 Acceleration; Rescission and Annulment ............................................62 Section 6.03 Additional Interest ...............................................................................65 Section 6.04 Payments of Notes on Default; Suit Therefor ......................................65 Section 6.05 Application of Monies Collected by Trustee .......................................67 Section 6.06 Proceedings by Holders .......................................................................68 Section 6.07 Proceedings by Trustee ........................................................................69 Section 6.08 Remedies Cumulative and Continuing ................................................69 Section 6.09 Direction of Proceedings and Waiver of Defaults by Majority of Holders.............................................................................................69 Section 6.10 Notice of Defaults ................................................................................70 Section 6.11 Undertaking to Pay Costs.....................................................................70 Article 7. Concerning the Trustee and Collateral Agent ................................................................70 Section 7.01 Duties and Responsibilities of Trustee ................................................70 Section 7.02 Reliance on Documents, Opinions, Etc. ..............................................73 Section 7.03 No Responsibility for Recitals, Etc. .....................................................75 Section 7.04 Trustee, Collateral Agent, Paying Agents, Conversion Agents or Note Registrar May Own Notes ......................................................75 Section 7.05 Monies to Be Held in Trust ..................................................................76 Section 7.06 Compensation and Expenses of Trustee and Collateral Agent ............76 Section 7.07 Officer’s Certificate and Opinion of Counsel as Evidence ..................77 Section 7.08 Eligibility of Trustee and Collateral Agent ..........................................77 Section 7.09 Resignation or Removal of Trustee .....................................................77 Section 7.10 Acceptance by Successor Trustee ........................................................78 Section 7.11 Succession by Merger, Etc. ..................................................................79 Section 7.12 Trustee’s Application for Instructions from the Company ..................79 Section 7.13 Collateral Agent; Collateral Documents ..............................................80 Section 7.14 Replacement of Collateral Agent .........................................................80

 iii Article 8. Concerning the Holders .................................................................................................81 Section 8.01 Action by Holders ................................................................................81 Section 8.02 Proof of Execution by Holders ............................................................81 Section 8.03 Who Are Deemed Absolute Owners ....................................................81 Section 8.04 Company-Owned Notes Disregarded ..................................................82 Section 8.05 Revocation of Consents; Future Holders Bound .................................82 Article 9. Holders’ Meetings ..........................................................................................................83 Section 9.01 Purpose of Meetings ............................................................................83 Section 9.02 Call of Meetings by Trustee .................................................................83 Section 9.03 Call of Meetings by Company or Holders ...........................................83 Section 9.04 Qualifications for Voting .....................................................................83 Section 9.05 Regulations ..........................................................................................84 Section 9.06 Voting ..................................................................................................84 Section 9.07 No Delay of Rights by Meeting ...........................................................85 Article 10. Supplemental Indentures ..............................................................................................85 Section 10.01 Supplemental Indentures Without Consent of Holders .......................85 Section 10.02 Supplemental Indentures with Consent of Holders .............................86 Section 10.03 Effect of Supplemental Indentures .......................................................89 Section 10.04 Notation on Notes ................................................................................89 Section 10.05 Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee and Collateral Agent ..............................................90 Article 11. Consolidation, Merger And Sale of Assets ..................................................................90 Section 11.01 Company May Consolidate, Etc. on Certain Terms ............................90 Section 11.02 Qualified Successor Entity to Be Substituted ......................................90 Article 12. Immunity of Directors, Officers, Employees and Shareholders ..................................91 Section 12.01 No Personal Liability of Directors, Officers, Employees or Shareholders. ........................................................................................91 Article 13. Guarantee .....................................................................................................................91 Section 13.01 Guarantee .............................................................................................91 Section 13.02 Limitation on Guarantor Liability ........................................................94 Section 13.03 Guarantors May Consolidate, etc., on Certain Terms ..........................94 Section 13.04 Stay of Acceleration .............................................................................95 Section 13.05 Execution and Delivery of Guarantee ..................................................95 Section 13.06 Release of Guarantees ..........................................................................95 Section 13.07 Future Guarantors ................................................................................96

 iv Article 14. Conversion of Notes ....................................................................................................97 Section 14.01 Conversion Right .................................................................................97 Section 14.02 Conversion Procedure; Settlement upon Conversion ..........................97 Section 14.03 Interest Make-Whole Conversion Rate Adjustment upon Certain Conversions ...........................................................................101 Section 14.04 [Reserved] ..........................................................................................101 Section 14.05 Adjustment of Conversion Rate .........................................................101 Section 14.06 Adjustments of Prices ........................................................................110 Section 14.07 Shares to Be Fully Paid ......................................................................110 Section 14.08 Effect of Recapitalizations, Reclassifications and Changes of the Common Stock .............................................................................110 Section 14.09 Certain Covenants ..............................................................................112 Section 14.10 Responsibility of Trustee ...................................................................112 Section 14.11 [Reserved] ..........................................................................................113 Section 14.12 Stockholder Rights Plans ...................................................................113 Section 14.13 Exchange In Lieu Of Conversion ......................................................113 Section 14.14 Beneficial Ownership Limitation .......................................................114 Article 15. Redemptions and Repurchases of Notes ....................................................................116 Section 15.01 Repurchase at Option of Holders Upon a Fundamental Change .......116 Section 15.02 Withdrawal of Fundamental Change Repurchase Notice ..................119 Section 15.03 Deposit of Fundamental Change Repurchase Price ...........................120 Section 15.04 Net Proceeds Offer .............................................................................121 Section 15.05 Covenant to Comply with Applicable Laws Upon Repurchase of Notes ..............................................................................................122 Section 15.06 Optional Redemption .........................................................................122 Article 16. Mandatory Conversion ..............................................................................................122 Section 16.01 Mandatory Conversion.......................................................................122 Section 16.02 Notice of Mandatory Conversion.......................................................123 Section 16.03 Restrictions on Mandatory Conversion .............................................123 Article 17. [RESERVED] ............................................................................................................124 Article 18. Miscellaneous Provisions ..........................................................................................124 Section 18.01 Provisions Binding on Company’s Successors ..................................124 Section 18.02 Official Acts by Qualified Successor Entity ......................................124 Section 18.03 Addresses for Notices, Etc. ................................................................124 Section 18.04 Governing Law; Jurisdiction ..............................................................125 Section 18.05 Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee ...............................126 Section 18.06 Legal Holidays ...................................................................................126 Section 18.07 Benefits of Indenture..........................................................................127 Section 18.08 Table of Contents, Headings, Etc. .....................................................127

 v Section 18.09 Authenticating Agent .........................................................................127 Section 18.10 Execution in Counterparts ..................................................................128 Section 18.11 Severability ........................................................................................128 Section 18.12 Waiver of Jury Trial ...........................................................................128 Section 18.13 Force Majeure ....................................................................................128 Section 18.14 Calculations........................................................................................129 Section 18.15 U.S.A. PATRIOT Act ........................................................................129 Section 18.16 Withholding Taxes. ............................................................................129 Article 19. Collateral ....................................................................................................................130 Section 19.01 Collateral Documents .........................................................................130 Section 19.02 Release of Collateral ..........................................................................130 Section 19.03 Suits to Protect the Collateral ............................................................132 Section 19.04 Collateral Agent; Authorization of Action to be Taken .....................132 Section 19.05 Authorization of Receipt of Funds by the Trustee Under the Collateral Documents .........................................................................134 Article 20. Defeasance .................................................................................................................134 Section 20.01 Covenant Defeasance .........................................................................134 EXHIBIT Schedule 1.01 Existing Permitted Contingent Obligations S-1 Schedule 4.10(b) Existing Permitted Indebtedness S-2 Schedule 4.10(m) Milestone Obligations S-3 Schedule 4.11 Existing Permitted Liens S-4 Schedule 4.12(b) Existing Permitted Investments S-5 Schedule 4.22 Post-Closing S-1 Exhibit A Form of First Lien Intercreditor Agreement A-1 Exhibit B Form of Junior Lien Intercreditor Agreement B-1 Exhibit C Form of Subordination Agreement C-1 Exhibit D Form of Global Intercompany Note D-1 Exhibit E Form of Note E-1 Exhibit F Form of Supplemental Indenture F-1

 INDENTURE, dated as of June 4, 2026 (the “Issue Date”), among GOSSAMER BIO, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the subsidiary guarantors from time to time party hereto (collectively, the “Guarantors”, as more fully set forth in Section 1.01), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01) and as collateral agent (in such capacity, the “Collateral Agent,” as more fully set forth in Section 1.01). W I T N E S S E T H: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its Senior Secured First Lien Convertible Notes due 2030 (the “Notes”), initially in an aggregate principal amount up to $65,174,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company and the Guarantors have duly authorized the execution and delivery of this Indenture; and WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and the Guarantors and authenticated and delivered by the Trustee and Collateral Agent or a duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company and the Guarantors, and this Indenture a valid agreement according to its terms, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company and the Guarantors covenant and agree with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows: Article 1. DEFINITIONS Section 1.01 Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms contained in this Indenture, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.

 2 “1% Provision” shall have the meaning specified in Section 14.05(m). “Account” means, as to any Person, any “account” of such Person as “account” is defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to such Person. “Additional Interest” means all amounts, if any, payable pursuant to Section 6.03, as applicable. “Additional Notes” shall have the meaning specified in Section 2.10. “Administrative Holders” shall have the meaning specified in Section 10.02. “Affiliate” means, with respect to any specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such specified Person. Notwithstanding anything to the contrary herein, the determination of whether one Person is an “Affiliate” of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required to be made, as the case may be, hereunder. “Applicable Intercreditor Agreement” means (x) a First Lien Intercreditor Agreement, (y) a Junior Lien Intercreditor Agreement or (z) any other intercreditor agreement in form and substance reasonably satisfactory to Holders of a majority in aggregate principal amount of the Notes at the time outstanding. “Applicable Premium” shall have the meaning specified in Section 6.02. “As-Adjusted Coupon Make-Whole Conversion Rate” means the Conversion Rate, as potentially increased pursuant to Section 14.03. “Attribution Parties” means, collectively, the following Persons: (a) any investment vehicle, including any funds, feeder funds, or managed accounts, currently or from time to time after the Issue Date, directly or indirectly managed or advised by the Economic Interest Holder’s investment manager or any of its affiliates or principals, (b) any direct or indirect affiliates of the Economic Interest Holder, (c) any person acting or who could be deemed to be acting as a Section 13(d) “group” together with the Economic Interest Holder or any Attribution Parties and (d) any other persons whose beneficial ownership of the Common Stock would or could be aggregated with the Economic Interest Holder’s and/or any other Attribution Parties’ for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of this definition is to subject collectively the Economic Interest Holder and all other Attribution Parties to the Beneficial Ownership Limitation. “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute. “Bankruptcy Law” means the Bankruptcy Code, or any other United States federal or state bankruptcy, insolvency or similar law, fraudulent transfer or conveyance statute and any related case law.

 3 “Beneficial Ownership Limitation” shall have the meaning specified in Section 14.14(a). “Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder. “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee. “Business Combination Event” shall have the meaning specified in Section 11.01. “Business Day” means, with respect to any Note, any day other than a Saturday, a Sunday or other day on which the commercial banks in New York City are authorized or required by law to close. “Capital Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity. “Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having a rating of A-1/P-1/F-1 from at least one of Standard & Poor’s Ratings Group, Moody’s Investors Service, Inc. or Fitch Ratings, Inc.; (c) certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least 95.0% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. “Cash Settlement” shall have the meaning specified in Section 14.02(a). “CFC” means a Foreign Subsidiary that is a “controlled foreign corporation” as defined in Section 957 of the Internal Revenue Code, with respect to which any Note Party is a “United States shareholder” within the meaning of Section 951(b) of the Internal Revenue Code. “close of business” means 5:00 p.m. (New York City time). “Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, to the extent that the Code is used to define any term in this Indenture or any other Note Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, the Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the

 4 provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. “Collateral” shall have the meaning specified in the Security Agreement. “Collateral Account” means any Deposit Account, Securities Account or Commodity Account. “Collateral Agent” means the Person named as the “Collateral Agent” in the first paragraph of this Indenture, and its successors and/or permitted assigns in such capacity. “Collateral Documents” means all security agreements (including, for the avoidance of doubt, the Security Agreement), pledge agreements, intercreditor agreements (including, for the avoidance of doubt, any Applicable Intercreditor Agreement), Control Agreements, collateral assignments, mortgages, deeds of trust or other instruments or other pledges, grants or transfers for security or agreements related thereto executed and delivered by the Company or any Guarantor creating or perfecting (or purporting to create or perfect) a lien upon Collateral (including, without limitation, financing statements under the UCC) in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, as amended, restated, amended and restated, supplemented, replaced or otherwise modified in accordance with this Indenture. “Combination Settlement” shall have the meaning specified in Section 14.02(a). “Commission” means the U.S. Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority. “Commodity Account” means any “commodity account”, as defined in the Code, with such additions to such term as may hereafter be made, including any commodity account located outside of the United States. “Common Stock” means the Common Stock of the Company, par value $0.0001 per share, at the date of this Indenture, subject to Section 14.08. “Common Stock Change Event” shall have the meaning specified in Section 14.08. “Company” shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include its successors and assigns. “Company Order” means a written order of the Company, signed by one of its Officers, and delivered to the Trustee. “Compliance Certificate” shall have the meaning specified in Section 4.08. “Contingent Obligations” means, for any Person, any direct or indirect liability of that Person for (a) any direct or indirect guaranty by such Person of any indebtedness, lease, dividend, letter of credit, credit card or other obligation of another Person and (b) any other obligation endorsed, co-made, discounted or sold with recourse by such Person, or for which that Person is directly or indirectly liable; provided that (i) “Contingent Obligation” does not

 5 include endorsements in the Ordinary Course of Business and (ii) the amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith, but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. “Control Agreement” means any control agreement or similar agreement in a jurisdiction outside of the United States, each of which shall be in form and substance reasonably satisfactory to the Collateral Agent (at the direction of the Administrative Holders), entered into among the depository institution at which a Note Party maintains a Deposit Account or the securities intermediary or commodity intermediary at which a Note Party maintains a Securities Account or a Commodity Account, such Note Party, and the Collateral Agent pursuant to which the Collateral Agent obtains control (within the meaning of the Code) or similar rights over such account as is customary in such jurisdiction outside of the United States, in each case for the benefit of the Holders over such Deposit Account, Securities Account or Commodity Account. “Conversion Agent” shall have the meaning specified in Section 4.02. “Conversion Consideration” shall have the meaning specified in Section 14.13(a). “Conversion Date” shall have the meaning specified in Section 14.02(c). “Conversion Obligation” shall have the meaning specified in Section 14.01. “Conversion Price” means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Conversion Rate in effect at such time. “Conversion Rate” initially means a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Initial Base Conversion Rate; provided, however, that the Conversion Rate is subject to adjustment pursuant to Article 14, including in connection with conversions at the option of the Holders or at the option of the Company as set forth in Section 14.03. “Copyrights” shall have the meaning specified in the Security Agreement. “Corporate Trust Office” means the designated office of the Trustee at which at any time this Indenture shall be administered, which office at the Issue Date is located at U.S. Bank Trust Company, National Association, West Side Flats St. Paul, 60 Livingston Ave., Saint Paul, MN 55107, Attention: Gossamer Bio Notes Administrator, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).

 6 “Covenant Suspension Event” shall have the meaning specified in Section 4.25(a). “Covenant Suspension Events of Default” shall have the meaning specified in Section 6.01(p). “Covenant Suspension Modifications and Amendments” shall have the meaning specified in Section 10.02(i). “Cure Compliance Certificate” shall have the meaning specified in Section 6.01(g). “Custodian” means the Trustee, as custodian for DTC, with respect to the Global Notes, or any successor entity thereto. “Daily Conversion Value” means, for each of the 40 consecutive VWAP Trading Days during the Observation Period, 2.5% of the product of (a) the Conversion Rate on such VWAP Trading Day and (b) the Daily VWAP for such VWAP Trading Day. “Daily Measurement Value” means the Specified Dollar Amount (if any), divided by 40. “Daily Settlement Amount,” for each of the 40 consecutive VWAP Trading Days during the relevant Observation Period, shall consist of: (a) cash equal to the lesser of (i) the maximum cash amount (excluding cash in lieu of any fractional share) per $1,000 principal amount of Notes to be received upon conversion as specified in the notice specifying the Company’s chosen Settlement Method (or as the Company is otherwise deemed to have elected), if any, divided by 40 and (ii) the Daily Conversion Value for such VWAP Trading Day; and (b) if such Daily Conversion Value exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (i) the difference between such Daily Conversion Value and such Daily Measurement Value, divided by (ii) the Daily VWAP for such VWAP Trading Day. “Daily VWAP” means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “GOSS <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” will be determined without regard to after- hours trading or any other trading outside of the regular trading session trading hours. “DEA” means the United States Drug Enforcement Administration. “Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

 7 “Defaulted Amounts” means any amounts due on any Note (including, without limitation, the Fundamental Change Repurchase Price, the Net Proceeds Offer Price, principal and interest) that are payable but are not punctually paid or duly provided for. “delivered” with respect to any notice to be delivered, given or mailed to a Holder pursuant to this Indenture, shall mean notice (x) given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices or procedures at the Depositary (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage prepaid, at its address as it appears on the Note Register, in each case in accordance with Section 18.03. Notice so “delivered” shall be deemed to include any notice to be “mailed” or “given,” as applicable, under this Indenture. “Deposit Account” means any “deposit account” as defined in the Code with such additions to such term as may hereafter be made, including any deposit account, operating account, savings account, and receivables account located outside of the United States. “Depositary” means, with respect to each Global Note, the Person specified in Section 2.05(c) as the Depositary with respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor. “Designated Institution” shall have the meaning specified in Section 14.13(a). “Dilutive Issuance” shall have the meaning specified in Section 14.05(f). “Disposition” means (a) any sale, conveyance, transfer, lease, assignment or other disposition by the Company or any of its Subsidiaries to any Person other than any Note Party (including by means of a sale and leaseback transaction or a merger or consolidation), in one transaction or a series of related transactions, of any property or assets of the Company or any of its Subsidiaries; or (b) any issuance of Equity Interests of a Subsidiary (other than Preferred Stock of Subsidiaries issued in compliance with Section 4.10) to any Person other than any Note Party in one transaction or a series of related transactions (the actions described in these clauses (a)Error! Reference source not found. and (b)Error! Reference source not found., collectively, for purposes of this definition, a “Transfer”); in each case, other than: (i) Transfers consisting of Permitted Liens; (ii) Transfers consisting of the use of cash and Cash Equivalents to make Permitted Investments; (iii) Transfers consisting of the granting of Permitted Licenses;

 8 (iv) payment of cash and Cash Equivalents in the Ordinary Course of Business in connection with transactions not prohibited hereunder; (v) the abandonment in the Ordinary Course of Business of any Intellectual Property (including any claim within a patent or patent within a patent family) that is not (or is no longer) Material Property in such entity’s reasonable business judgment; (vi) distributions of cash and Equity Interests permitted under Section 4.12(a); (vii) leases or subleases of real property in the Ordinary Course of Business; and (viii) any Transfer to a Note Party of any assets of any Subsidiary in connection with the winding down or liquidation of such Subsidiary. “Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends or distributions in cash, or (d) is convertible into or exchangeable for (i) Indebtedness or (ii) any other Equity Interests that would constitute Disqualified Stock, in each case of clauses (a) through (d), prior to the date that is 91 days after the Maturity Date of the Notes. “Distributed Property” shall have the meaning specified in Section 14.05(c). “Dollar Conversion Price” means the greater of (i) the average Daily VWAPs of the Common Stock for the 20 consecutive VWAP Trading Days beginning on, and including, the 21st Scheduled Trading Day immediately preceding the reference date for such calculation and (ii) $0.17 (which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the Conversion Price is required to be adjusted as a result of the operation of the provisions described in clauses (a) through (e) of Section 14.05). Whenever this Indenture refers to the Dollar Conversion Price as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Dollar Conversion Price immediately before the close of business on such date. The Company will make any calculations with respect to the Dollar Conversion Price, and the Trustee will have no duty to verify any such calculations. “Drug Application” means a new drug application, an abbreviated drug application, or a product license application for any Product, as appropriate, as those terms are defined in the FDCA. “DTC” means The Depository Trust Company. “Economic Interest Holder” means (i) with respect to any Physical Note, the Holder thereof and (ii) with respect to any Global Note, the Person holding an interest therein through an account with a Depositary participant (or similar arrangement).

 9 “Effective Date” means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable. “Effective Price” means, with respect to the issuance or sale of any shares of Common Stock or Equity-Linked Securities: (1) in the case of the issuance or sale of shares of Common Stock, the value of the consideration received or receivable by the Company for such shares, expressed as an amount per share of Common Stock; and (2) in the case of the issuance or sale of any Equity-Linked Securities, an amount equal to a fraction whose: (i) numerator is equal to the sum, without duplication, of (1) the value of the aggregate consideration received or receivable by the Company for the issuance or sale of such Equity-Linked Securities; and (2) the value of the minimum aggregate additional consideration, if any, payable to purchase or otherwise acquire shares of Common Stock pursuant to such Equity-Linked Securities; and (ii) denominator is equal to the maximum number of shares of Common Stock underlying such Equity-Linked Securities; provided, however, that: (w) for purposes of this definition, (i) the value of consideration received or receivable by the Company shall be determined without deduction of any customary underwriting or similar commissions, reasonable compensation or reasonable concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any reasonable and documented expenses payable by the Company, (ii) to the extent any such consideration consists of property other than cash, the value of such property shall be its Fair Market Value as determined in good faith by the Board of Directors, and (iii) if shares of Common Stock or Equity-Linked Securities are issued or sold together with other Capital Stock or securities or other assets of the Company for a consideration that covers both, the Board of Directors shall determine in good faith the portion of the consideration so received to be allocable to such shares of Common Stock or Equity-Linked Securities; (x) for purposes of clause (2) above, if such minimum aggregate consideration, or such maximum number of shares of Common Stock, is not determinable at the time such Equity- Linked Securities are issued or sold, then (i) the initial consideration payable under such Equity- Linked Securities, or the initial number of shares of Common Stock underlying such Equity- Linked Securities, as applicable, will be used; and (ii) at each time thereafter when such amount of consideration or number of shares becomes determinable or is otherwise adjusted (other than pursuant to “anti-dilution” or similar provisions for which corresponding adjustments are made under clauses (a) through (e) of Section 14.05), there will be deemed to occur, for purposes of clause (f) of Section 14.05 and without affecting any prior adjustments theretofore made to the Conversion Rate, an issuance of additional Equity-Linked Securities;

 10 (y) for purposes of clause (2) above, the surrender, extinguishment, conversion, exchange, maturity or other expiration of any such Equity-Linked Securities will be deemed not to constitute consideration payable to purchase or otherwise acquire shares of Common Stock pursuant to such Equity-Linked Securities; and (z) the “value” of any such consideration will be the fair value thereof, as of the date such shares or Equity-Linked Securities, as applicable, are issued or sold, determined in good faith by the Board of Directors (or, in the case of cash denominated in U.S. dollars, the face amount thereof). “Equipment” means all “equipment”, as defined in the Code, with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing, but excluding any debt securities convertible into any of the foregoing. “Equity Issuances” shall have the meaning set forth in Section 14.14(c). “Equity-Linked Securities” means any rights, options or warrants to purchase or otherwise acquire (including upon any exchange, conversion or other exercise of any securities or other instruments, and whether immediately, during specified times, upon the satisfaction of any conditions or otherwise) any shares of Common Stock. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. “Event of Default” shall have the meaning specified in Section 6.01. “Excess Proceeds” shall have the meaning set forth in Section 4.16. “Excess Shares” shall have the meaning set forth in Section 14.14(a). “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. “Exchange Election” shall have the meaning specified in Section 14.13(a). “Exchange Offer” means the Company’s offer to exchange any and all of its outstanding Existing Notes for Notes, Common Stock and certain warrants commenced on May 18, 2026, without giving effect to any amendments of the terms thereof on or after the Issue Date. “Excluded Accounts” means: (i) Deposit Accounts exclusively used for escrow, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Note Party’s employees and identified to the Collateral Agent by the Company as such; and (ii)

 11 Deposit Accounts of Note Parties holding, at any time, not more than $1.0 million (or the equivalent thereof in any foreign currency) individually or $2.5 million (or the equivalent thereof in any foreign currency) in the aggregate with respect to all such accounts when combined with all amounts held by Foreign Subsidiaries in accordance with Section 4.18. “Excluded Assets” means: (i) any fee-owned real property having a Fair Market Value of $1.0 million or less in the aggregate (as determined in good faith by the Company) and any leasehold interests in real property and any fixtures affixed to any real property to the extent the security interest in such leasehold interests and fixtures may not be perfected by the filing of UCC-1 financing statements in the jurisdiction of organization of the applicable Note Party; (ii) any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. &sect;1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; (iii) any asset, lease, license, capital lease obligation, franchise, charter, authorization, contract or agreement to which a Note Party is a party, together with any rights or interest thereunder, in each case, if and to the extent pledges and security interests therein (A) are prohibited by applicable U.S. law, rule or regulation or agreements with any U.S. governmental authority (other than to the extent that such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the Code of any relevant jurisdiction or any other applicable law), (B) require any governmental consent that has not been obtained or consent of a third party (that is not a Note Party) that has not been obtained pursuant to any contract or agreement binding on such asset at the time of its acquisition and not entered into in contemplation of such acquisition, (C) in the case of any lease, license, capital lease obligation, franchise, charter, authorization, contract or agreement, are prohibited by or in violation of a term, provision or condition of any such lease, license, capital lease obligation, franchise, charter, authorization, contract or agreement to which a Note Party is a party or create a right of termination in favor of any other party (other than a Note Party or any Subsidiary or Affiliate of a Note Party), except, in the case of each of the foregoing clauses (A), (B) and (C), to the extent that such prohibition or restriction would be rendered ineffective under the Code or (D) in the case of any property subject to a lien securing permitted purchase money Indebtedness, finance lease obligation or similar arrangement, but only to the extent that a grant of a security interest therein to secure the Notes would violate or invalidate such purchase money Indebtedness, finance lease obligation or similar arrangement (including as a result of any requirement to obtain the consent, approval, license or authorization of any third party unless such consent has been obtained (and it being understood and agreed that no Note Party shall have any obligation to procure any such consent, approval, license or authorization)) or create a right of termination in favor of any other party thereto (other than a Note Party or a Subsidiary or Affiliate of a Note Party) after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the Code of any relevant jurisdiction or any other applicable law or principle of equity; provided, however,

 12 that, notwithstanding the foregoing, the Collateral includes, at such time as the contractual or legal prohibition shall no longer be applicable, and to the extent severable, any portion of such asset, lease, license, capital lease obligation, franchise, charter, authorization, contract or agreement not subject to the prohibitions specified in clauses (A), (B), (C) or (D) above (in each case, after giving effect to the applicable anti-assignment provisions of the Code or other applicable law or principle of equity); (iv) Equity Interests in any entity other than Wholly-Owned Subsidiaries to the extent pledges thereof are not permitted by customary terms in such entity’s organizational or joint venture documents (unless any such restriction would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the Code of any relevant jurisdiction or any other applicable law); (v) (A) assets subject to certificates of title (including motor vehicles, aircraft and aircraft engines) to the extent that a security interest therein cannot be perfected by the filing of a UCC-1 financing statement in the jurisdiction of organization of the applicable Note Party, (B) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security interest in such other Collateral is accomplished by the filing of a UCC-1 financing statement and (C) commercial tort claims where the amount of the damages reasonably expected to be realized by the applicable Note Party (as determined by the Company in good faith) is not in excess of $2.5 million; (vi) any after-acquired property (including property acquired through acquisition or merger or amalgamation of another Person) if at the time such acquisition is consummated the granting of a security interest therein or the pledge thereof is prohibited by any contract or other agreement (in each case, binding on the assets at the time of such consummation and not created or entered into in contemplation thereof) solely to the extent and for so long as such contract or other agreement (or a permitted refinancing or replacement thereof) prohibits such security interest or pledge; (vii) (A) margin stock and (B) minority interests or Equity Interests in joint ventures and in Subsidiaries which are not Wholly-Owned Subsidiaries (other than Equity Interests in any Guarantor), in any such case of this clause (B), to the extent the grant of a Lien on such interest would require consent, approval, license or authorization from any governmental authority or any other Person (other than a Note Party); (viii) Equity Interests in any CFC or FSHCO (other than pledges of up to 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests in any CFC or FSHCO not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) as contemplated by this Indenture), in each case, other than Equity Interests in any Note Party; (ix) any asset if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Note Party (other than pursuant to Section 956 of the Internal Revenue Code and the regulations thereunder) as reasonably determined by the Company in good faith;

 13 (x) Excluded Accounts; (xi) those assets as to which the Company reasonably determines in good faith that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby; and (xii) any Intellectual Property of a Note Party, together with any rights or interests therein and any and all agreements, licenses and covenants providing for the grant to or from a Note Party of any right therein or thereto, if the granting of a security interest therein or the pledge thereof is expressly prohibited by any contract or other agreement, is prohibited by applicable law, creates a right of termination in favor of any Person (other than a Note Party) or requires the consent of any Person (other than a Note Party) (irrespective of whether such restriction would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the Code of any relevant jurisdiction or any other applicable law or principle of equity) solely for so long as such contract or other agreement (or any subsequent amendment thereto) expressly prohibits such security interest or pledge, or such applicable law, termination right or consent requirement is applicable. Notwithstanding the foregoing, “Excluded Assets” shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets). “Excluded Subsidiary” means any Subsidiary that is designated by the Company, at its option, as an “Excluded Subsidiary” pursuant to an Officer’s Certificate delivered to the Trustee; provided that each such Subsidiary shall be an Excluded Subsidiary only if and only for so long as such Subsidiary is: (i) an Immaterial Subsidiary; (ii) a joint venture which a Note Party does not Control, provided that, such joint venture shall be an Excluded Subsidiary only to the extent that the organizational documents or other agreements with other equity holders of such joint venture restrict, or do not permit, a Note Guarantee by such joint venture, and such restriction or prohibition has not been waived or the Note Guarantee otherwise consented to by such other equity holders; (iii) not a Wholly-Owned Subsidiary; (iv) a CFC or a direct or indirect Subsidiary of a CFC; (v) an FSHCO or a direct or indirect Subsidiary of an FSHCO; and (vi) any other Subsidiary with respect to which, the providing of a guarantee of the Obligations could reasonably be expected to result in material adverse tax consequences (other than pursuant to Section 956 of the Internal Revenue Code and the regulations thereunder) to the Company or any Subsidiary as determined in good faith by the Company;

 14 provided that, in the case of each of immediately preceding clauses (iv) and (v), such Subsidiary shall not be an Excluded Subsidiary if the Company determines in good faith that such Subsidiary serving as a Guarantor or providing a pledge of its assets could not reasonably be expected to cause a materially adverse tax cost to the Company or any other Note Party which outweighs the benefits to the holders; provided, further, that the Company may in its sole discretion elect to exclude any Subsidiary from the definition of Excluded Subsidiary. “Ex-Dividend Date” means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market. “Exempt Issuance” means (A) the Company’s issuance or grant of shares of Common Stock, Equity-Linked Securities, options to purchase shares of Common Stock or other equity awards to employees, directors or consultants of the Company or any of its Subsidiaries pursuant to the plans that have been approved by a majority of the independent members of the Company’s Board of Directors or that exist as of the Issue Date; (B) the Company’s issuance of shares of Common Stock upon the exercise, exchange or conversion of any securities that are exercisable or exchangeable for, or convertible into, shares of Common Stock and are outstanding as of the Issue Date or issued pursuant to the terms of the Exchange Offer on the Issue Date; provided that such exercise, exchange or conversion is effected pursuant to the terms of such securities as in effect on, or as described in the Offering Memorandum as of, the Issue Date; (C) the Company’s issuance of shares of Common Stock or any options or convertible securities issued in connection with a merger or other business combination or an acquisition of the securities or assets of another Person, business unit, division or business, other than in connection with the broadly marketed offering and sale of Common Stock or Equity-Linked Securities for third-party financing of such transaction; (D) the Company’s issuance of shares of Common Stock upon negotiated exchanges for the Notes or the Existing Notes; and (E) on or prior to December 31, 2026, the Company’s issuance of shares of Common Stock or Equity- Linked Securities for consideration in one or more bona fide third-party financing transactions with net proceeds in an aggregate amount not exceeding $150 million. For purposes of this definition, “consultant” means a consultant that may participate in an “employee benefit plan” in accordance with the definition of such term in Rule 405 under the Securities Act. “Exempted Fundamental Change” shall have the meaning specified in Section 15.01(b). “Existing Notes” means the 5.00% Convertible Senior Notes due 2027 issued pursuant to the indenture, dated as of May 21, 2020, and a first supplemental indenture, dated as of May 21, 2020, each between the Company, as issuer, and Wilmington Trust, National Association, as trustee, in the original principal amount of $200 million. “Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such asset) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is

 15 under any compulsion to complete the transaction as such price is determined in good faith by management of the Company. “FDA” means the Food and Drug Administration of the United States of America, any comparable state or local Governmental Authority, any comparable Governmental Authority in any non-United States jurisdiction, and any successor agency of any of the foregoing. “FDCA” means the Federal Food, Drug and Cosmetic Act, as amended, 21 U.S.C. Section 301 et seq., and all regulations promulgated thereunder. “First Lien Intercreditor Agreement” means a First Lien Intercreditor Agreement substantially in the form attached hereto as Exhibit A, as the same may be amended, restated, supplemented, amended and restated or otherwise modified from time to time pursuant to the terms thereof or such other form as agreed by Holders of a majority in aggregate principal amount of the Notes at the time outstanding. “First Lien Obligations” means (i) the Note Obligations and (ii) any Future First Lien Indebtedness. “Foreign Subsidiary” means each Subsidiary of the Company that is (a) organized under the laws of any jurisdiction other than the United States or any state thereof or the District of Columbia or (b) organized in or under the laws of any U.S. possession or territory. “Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit E. “Form of Fundamental Change Repurchase Notice” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit E. “Form of Note” means the “Form of Note” attached hereto as Exhibit E. “Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit E. “FSHCO” means a Subsidiary that owns (directly or indirectly) no material assets other than Equity Interests (or Equity Interests and debt interests) of one or more CFCs or other FSHCOs. A “Fundamental Change” shall be deemed to have occurred at the time after the Issue Date if any of the following occurs: (a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Wholly-Owned Subsidiaries and their employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Stock representing more than 50% of the voting power of all of the Company’s Common Stock;

 16 (b) the consummation of: (A) any recapitalization, reclassification or change of Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any transaction or series of related transactions (whether by means of merger, consolidation, share exchange, combination, acquisition, liquidation or otherwise) in connection with which the Common Stock will be converted into, acquired for, or will constitute solely the right to receive, cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Wholly-Owned Subsidiaries; provided, however, that a transaction described in clause (A) or (B) in which the holders of all classes of the Company’s common equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the direct or indirect parent thereof immediately after such transaction in the same proportions vis-&agrave;-vis each other as immediately prior to such transaction will not be a Fundamental Change pursuant to this clause (b); (c) the Company’s shareholders approve any plan or proposal for the liquidation or dissolution of the Company; or (d) the Common Stock ceases to be listed on (i) for so long as any Existing Notes remain outstanding, any of The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange (or any of their respective successors) and (ii) thereafter, the exchanges in clause (i) as well as NYSE American and the Nasdaq Capital Market (or any of their respective successors). provided, however, that a transaction or transactions described in clause (a) or clause (b) above will not constitute a Fundamental Change, however, if at least 90% of the consideration received or to be received by the Company’s common shareholders, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ statutory appraisal rights, in connection with such transaction or transactions consists of shares of Common Stock that are listed or quoted (or depositary receipts representing shares of Common Stock, which depositary receipts are listed or quoted) on (i) for so long as any Existing Notes remain outstanding, any of The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange (or any of their respective successors) and (ii) thereafter, the exchanges in clause (i) as well as The NYSE American and the Nasdaq Capital Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and such transaction(s) constitutes a Common Stock Change Event whose reference property consists of such consideration. For purposes of this definition of “Fundamental Change,” (i) if any transaction in which the Common Stock is replaced by the securities of another entity occurs, following the effective date of such transaction, references to the Company in the definition of “Fundamental Change” above will instead be references to such other entity and (ii) any transaction that constitutes a Fundamental Change pursuant to both clause (a) and clause (b) (excluding the proviso to such clause (b)) of such definition shall be deemed to be a Fundamental Change solely under clause (b) of such definition (subject to such proviso).

 17 “Fundamental Change Company Notice” shall have the meaning specified in Section 15.01(a). “Fundamental Change Repurchase Date” shall have the meaning specified in Section 15.01(a). “Fundamental Change Repurchase Notice” shall have the meaning specified in Section 15.01(a)(i). “Fundamental Change Repurchase Price” shall have the meaning specified in Section 15.01(a). “Future First Lien Indebtedness” means any Indebtedness of the Company and/or the Guarantors that is secured by a Lien on the Collateral and ranks equally in right of payment and Lien priority to the Notes as permitted hereunder; provided that (i) an authorized representative of the holders of such Indebtedness shall be a party to the First Lien Intercreditor Agreement or shall have executed a joinder to the First Lien Intercreditor Agreement and (ii) the Company shall designate such Indebtedness as “Additional Pari Passu Obligations” under the First Lien Intercreditor Agreement. “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time. “Global Intercompany Note” means a global intercompany note substantially in the form attached hereto as Exhibit D. “Global Note” shall have the meaning specified in Section 2.05(b). “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization. “Guaranteed Obligations” shall have the meaning specified in Section 13.01. “Guarantor” means any existing or future Subsidiary of the Company (other than any Excluded Subsidiary) that provides a Note Guarantee; provided that upon release or discharge of such Subsidiary from its Note Guarantee in accordance with this Indenture, such Subsidiary shall cease to be a Guarantor. “Holder,” as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), shall mean any Person in whose name at the time a particular Note is registered on the Note Register. “Immaterial Subsidiary” means any Subsidiary of the Company that, as of the date of the most recent financial statements required to be delivered for any fiscal quarter pursuant to this Indenture, for any period of four consecutive fiscal quarters ended on such date, does not

 18 have (a) assets (x) in excess of 2.5% of the consolidated total assets of the Company and its Subsidiaries and (y) when combined with the assets of all other Immaterial Subsidiaries in excess of 5.0% of the consolidated total assets of the Company and its Subsidiaries or (b) revenue (x) in excess of 2.5% of the revenue of the Company and its Subsidiaries for such period and (y) when combined with the revenue of all other Immaterial Subsidiaries for such period in excess of 5.0% of the revenue of the Company and its Subsidiaries for such period; provided that at the time of the designation of any Note Party as an Immaterial Subsidiary, (i) classification pursuant to the terms of the negative covenants in this Indenture of any intercompany Indebtedness, guarantees or Liens of or in favor of such Subsidiary existing at such time shall be changed to reflect that such Immaterial Subsidiary is no longer a Note Party (it being understood that no Note Party shall be permitted to be designated as an Immaterial Subsidiary if, upon such designation, the Note Parties are not in compliance with the limitations contained in the negative covenants in this Indenture), and (ii) such designation shall constitute an Investment by the Company in such Subsidiary in an amount equal to the Fair Market Value of such Subsidiary. “incur” shall have the meaning specified in Section 4.10. “Indebtedness” means (a) indebtedness for borrowed money (including the Obligations) or the deferred price of, or payment for, property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, (d) non-Contingent Obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument, (e) equity securities of such Person subject to repurchase or redemption other than at the sole option of such Person or for which redemption is permitted solely following the date that is ninety-one (91) days after the maturity date, (f) obligations secured by a Lien on any asset of such Person, whether or not such obligation is otherwise an obligation of such Person, (g) “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts to the extent required to be reflected as a liability on the consolidated balance sheet of such Person and its subsidiaries in accordance with GAAP, (h) all Indebtedness of others guaranteed by such Person, (i) off-balance sheet liabilities of such Person, and (j) Contingent Obligations. Notwithstanding anything to the contrary in the foregoing, any swap transaction that is not speculative in nature and any Equity-Linked Security, in each case, shall not constitute Indebtedness under this Indenture. “Indenture” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

 19 “Initial Base Conversion Rate” means the lesser of (A) 5,347.5936 (which amount is subject to adjustment as described in Section 14.05), and (B): 1,000 / (V x 1.1) where: V = the lower of (i) 0.34 and (ii) the average of the Daily VWAPs of the Common Stock for the seven VWAP Trading Day period beginning on the VWAP Trading Day immediately after the final settlement date of the Exchange Offer. “Initial Conversion Date” means the later of (a) the date the Initial Base Conversion Rate has been determined and (b) the earlier of (i) the date of the first special meeting at which the Company seeks the Requisite Shareholder Approval (whether or not such approval is obtained) and (ii) the date that is sixty-one (61) calendar days following the Issue Date. “Intellectual Property” shall have the meaning specified in the Security Agreement. “Intercompany IP Licenses” means (a) those certain Platform Contribution Transaction and License Agreements and those certain cost sharing agreements among Note Parties and the Foreign Subsidiaries, as such licenses and agreements are in effect as of the Issue Date, and (b) new Platform Contribution Transaction and License Agreements and cost sharing agreements among Note Parties and new Foreign Subsidiaries entered into following the Issue Date on terms substantially similar to the analogous agreements set forth in clause (a) of this definition; provided that, for the avoidance of doubt, any exclusive license granted pursuant to an Intercompany IP License agreement shall be exclusive solely as to geographical areas outside of the United States (it being understood that in such geographic areas, the Intercompany IP Licenses may be exclusive in all respects). “Interest Payment Date” means each July 1 and January 1 of each year, beginning on January 1, 2027. “Internal Revenue Code” means the U.S. Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder, each as amended or modified from time to time. “Investment” means, with respect to any Person, directly or indirectly, (a) to purchase or acquire any stock or stock equivalents, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, (b) to make or commit to make any acquisition or (c) to make or purchase any advance, loan, extension of credit or capital contribution to, or any other investment in, any Person. “Issue Date” shall have the meaning specified in the first paragraph of this Indenture. “Junior Lien Intercreditor Agreement” means a First Lien/Second Lien Intercreditor Agreement substantially in the form attached hereto as Exhibit B, as the same may be amended, restated, supplemented, amended and restated or otherwise modified from time to time pursuant to the terms thereof or any other intercreditor agreement in form and substance reasonably

 20 acceptable to Holders of a majority in aggregate principal amount of the Notes at the time outstanding. “Last Reported Sale Price” of the Common Stock on any date means the closing sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) per share of the Common Stock on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” will be the last quoted bid price per share of the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” will be the average of the mid-point of the last bid and ask prices per share of the Common Stock on the relevant date from a nationally recognized independent investment banking firm selected by the Company for this purpose. “Liability Management Transaction” means any restructuring, recapitalization, reduction, cancellation, termination, elimination, refinancing, retirement, exchange, extension, amendment, repurchase, replacement, or defeasance of any Indebtedness of the Company or any Subsidiary (including the Notes) with any other Indebtedness, Capital Stock (or the proceeds of any other Indebtedness, Capital Stock) that is/are contractually, structurally or temporally senior (i.e., having a shorter maturity than the debt being refinanced) (including as to right of payment, Lien priority with respect to any collateral, or by means of additional collateral or additional guarantors, obligors or other credit support) to any of the Notes (including, without limitation, through any amendment, modification or waiver of any of the Note Documents or the incurrence of Indebtedness or the sale of Capital Stock, by a Person that is not a Note Party, whether or not such Person owns any assets or property); excluding in each case any transaction that is expressly permitted to be entered into by this Indenture. “Lien” means a claim, mortgage, deed of trust, lien, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property. “Liquidity Conditions” means, as of a given date, that: (a) the Common Stock is listed or quoted on any of The Nasdaq Global Select Market, The Nasdaq Global Market, The New York Stock Exchange, The NYSE American and the Nasdaq Capital Market; (b) such issuance does not violate the rules of such exchange on which the Common Stock is listed or quoted; (c) no Default or Event of Default has occurred and is continuing under this Indenture; (d) a sufficient number of shares of the Common Stock being authorized under the Company’s restated certificate of incorporation (less the amount of any reserves on the books and records of the transfer agent for such shares) to permit such issuance and (e) the shares of Common Stock to be issued would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144 under the Securities Act or otherwise if held by a Person that is not an Affiliate of the Company, and that has not been an Affiliate of the Company during the immediately preceding three months, without any limitations, including with respect to requirements as to volume, manner of sale, availability of public information or notice under the Securities Act.

 21 “Mandatory Conversion” shall have the meaning specified in Section 16.01. “Mandatory Conversion Date” shall have the meaning specified in Section 16.02. “Mandatory Conversion Notice” shall have the meaning specified in Section 16.02. “Mandatory Conversion Notice Date” means the date on which a Mandatory Conversion Notice is delivered pursuant to Section 16.02. “Margin Stock” means “margin stock” as such term is defined in Regulation T, U, or X of the Board of Governors of the Federal Reserve System. “Market Disruption Event” means (a) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock; provided, for the avoidance of doubt, that any activation or application of Rule 201 of Regulation SHO shall not, in and of itself, constitute a Market Disruption Event, except to the extent it results in an exchange-imposed trading halt or suspension. “Material Adverse Change” or “Material Adverse Effect” means (a) a material impairment in the perfection or priority of the Collateral Agent’s Lien in the Collateral (except solely as a result of any action or inaction of the Collateral Agent or any Holder (provided that such action or inaction is not caused by a Note Party’s failure to comply with the terms of this Indenture)); (b) a material impairment in the value of the material Collateral; (c) a material adverse change in the business, operations, or condition (financial or otherwise) of the Company. “Material Property” means any assets, including, without limitation, Intellectual Property, owned by the Company and its Subsidiaries that is material to the business, operations, assets or financial condition of the Company and its Subsidiaries, taken as a whole either (i) prior to any applicable transfer or disposition or (ii) pro forma for any applicable transfer or disposition, as reasonably determined by the Company in good faith. “Maturity Date” means July 1, 2030, provided, however, that if more than $4.0 million aggregate principal amount of the Existing Notes remains outstanding on March 2, 2027, the Maturity Date shall instead be March 2, 2027 (the “Springing Maturity Date”). “Nasdaq” means The Nasdaq Stock Market LLC. “Net Available Proceeds” means, with respect to any Disposition, the proceeds thereof in the form of cash or Cash Equivalents received by the Company or any of its Subsidiaries from such Disposition, net of:

 22 (a) brokerage commissions and other fees and expenses (including fees, discounts and expenses of legal counsel, accountants and investment banks, consultants and placement agents) of such Dispositions; (b) provisions for taxes payable (including any withholding or other taxes paid or reasonably estimated to be payable in connection with the transfer to the Company of such proceeds from any Subsidiary that received such proceeds) as a result of such Disposition (after taking into account any available tax credits or deductions and any tax sharing arrangements); (c) amounts required to be paid to any Person (other than the Company or any Subsidiary) owning a beneficial interest in the assets subject to the Disposition or having a Lien thereon; (d) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within thirty (30) days after the date of, such Disposition; and (e) appropriate amounts to be provided by the Company or any Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any adjustment in the sale price of such asset or assets or liabilities associated with such Disposition and retained by the Company or any Subsidiary, as the case may be, after such Disposition; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds. “Net Proceeds Offer” shall have the meaning specified in Section 15.04(a). “Net Proceeds Offer Amount” shall have the meaning specified in Section 15.04(b). “Net Proceeds Offer Period” shall have the meaning specified in Section 15.04(b). “Net Proceeds Offer Price” shall have the meaning specified in Section 15.04(a). “Net Proceeds Purchase Date” shall have the meaning specified in Section 15.04(b). “Note” or “Notes” shall have the meaning specified in the first paragraph of the recitals of this Indenture, and shall include the Note Guarantees as the case may be. “Note Documents” means this Indenture, the Notes, the Perfection Certificate, the Collateral Documents, each document, agreement or instrument executed or issued pursuant to Section 13.07 and the Security Agreement and each other agreement, instrument, document, notice and certificate executed and delivered by a Note Party to, or in favor of, the Secured Parties in connection with the Obligations that is expressly designated as a Note Document, in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time. “Note Guarantee” means the guarantee by each Guarantor of all or any part of the Obligations under this Indenture and the Notes for the benefit of the Holders pursuant to Article 13.

 23 “Note Party” means, collectively, the Company, the Guarantors and their respective successors and assigns. “Note Register” shall have the meaning specified in Section 2.05(a). “Note Registrar” shall have the meaning specified in Section 2.05(a). “Notice of Conversion” shall have the meaning specified in Section 14.02(b). “Obligations” means all unpaid principal of and accrued and unpaid interest on the Notes, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of any of the Note Parties to any Secured Party, individually or collectively, existing on the effective date of this Indenture or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, in each case of the foregoing, arising or incurred under this Indenture or in respect of any of the Notes issued or redemption or other obligations incurred thereunder. “Observation Period” with respect to any Note delivered for conversion means (a) if the relevant Conversion Date occurs prior to April 1, 2030, the 40 consecutive VWAP Trading Day period beginning on, and including, the second VWAP Trading Day immediately succeeding such Conversion Date; and (b) if the relevant Conversion Date occurs on or after April 1, 2030, the 40 consecutive VWAP Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date. “Offering Memorandum” means the exchange offer memorandum and consent solicitation statement, dated May 18, 2026, related to the Exchange Offer, as in effect on the Issue Date. “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Principal Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. “Officer’s Certificate” means a certificate that meets the requirements of this Indenture and is signed by an Officer of the Company and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 18.05 if and to the extent required by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the Chief Executive Officer, Chief Financial Officer or the Principal Accounting Officer of the Company. “open of business” means 9:00 a.m. (New York City time). “Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel who is reasonably acceptable to the Trustee, that is delivered to the Trustee, which opinion may contain customary exceptions and

 24 qualifications as to the matters set forth therein. Each such opinion shall include the statements provided for in Section 18.05 if and to the extent required by the provisions of such Section 18.05. “Opt-In Procedures” shall have the meaning specified in Section 14.14(c). “Ordinary Course of Business” means, in respect of any transaction involving any Note Party, the ordinary course of business of such Note Party, as conducted by such Note Party in accordance with past practices or then current business practices common in such Note Party’s industry. “outstanding,” when used with reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except: (a) Notes theretofore canceled by the Trustee or accepted by the Trustee for cancellation; (b) Notes, or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent); (c) Notes that have been paid pursuant to Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in due course; and (d) Notes converted pursuant to Article 14 or Article 16 and required to be cancelled pursuant to Section 2.08. “Patents” shall have the meaning specified in the Security Agreement. “Paying Agent” shall have the meaning specified in Section 4.02. “Perfection Certificate” means the Perfection Certificate, dated as of the Issue Date, delivered to the Collateral Agent by the Note Parties in connection with this Indenture and any supplement thereto required under the terms of this Indenture. “Permitted Contingent Obligations” means: (a) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business; (b) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations; (c) Contingent Obligations arising under indemnity agreements with title insurers; (d) Contingent Obligations arising under this Indenture; (e) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Contingent Obligations existing or arising under any swap contract, provided, however, that such obligations are (or were) entered into by the Company or an Affiliate in the Ordinary Course of Business for the purpose of directly mitigating risks

 25 associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation; (f) unsecured Contingent Obligations existing or arising in connection with any security deposit or letter of credit for the primary purpose of securing a lease of real property in the Ordinary Course of Business, provided that the aggregate amount of all such security deposits and letter of credit reimbursement obligations does not at any time exceed $1.0 million outstanding; (g) unsecured Contingent Obligations in connection with letter of credit reimbursement obligations not to exceed $500,000 in the aggregate at any time outstanding; (h) Contingent Obligations existing on the Issue Date and listed on Schedule 1.01; and (i) unsecured guarantees by Note Parties of Indebtedness of the Company incurred pursuant to clause (xvi) of the definition of Permitted Indebtedness. “Permitted Indebtedness” shall have the meaning specified in Section 4.10. “Permitted Investments” shall have the meaning specified in Section 4.12. “Permitted Licenses” means (a) any license or sublicense of Intellectual Property rights (including licenses or sublicenses thereto) of a Note Party to another Note Party; (b) any non- exclusive or exclusive license or sublicense, including any monetization transaction, with respect to Intellectual Property rights (including licenses or sublicenses thereto) of Note Parties or their Subsidiaries so long as all such licenses (i) are granted to third parties or joint ventures in the Ordinary Course of Business, (ii) do not result in a legal transfer of title or any ownership rights to the licensed property, and (iii) have been granted in exchange for fair consideration on commercially reasonable terms; provided that, in each case under clauses (a) and (b), no such licenses may be granted if an Event of Default has occurred and is continuing or would result from the granting thereof; and (c) any other exclusive license or sublicense of, or similar arrangement, including any monetization transactions with respect to, Intellectual Property rights (including licenses or sublicenses thereto) of Note Parties or their Subsidiaries to a third party; provided that no such license or other arrangement shall be permitted pursuant to this clause (c) unless (i) the Collateral Agent has received at least ten (10) Business Days’ notice prior to the consummation of such license or other transaction and (ii) the Notes and all Obligations in connection therewith (other than inchoate indemnity obligations for which no claim has yet been made and any other Obligations which, by their terms, are to survive the termination of this Indenture) are paid in full on the date such license is granted or arrangement is entered into and this Indenture is simultaneously terminated in accordance with this Indenture. “Permitted Liens” shall have the meaning specified in Section 4.11. “Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, government agency or other entity. “Physical Notes” means permanent certificated Notes in registered form issued in denominations of $1,000 principal amount and integral multiples thereof. “Physical Settlement” shall have the meaning specified in Section 14.02(a).

 26 “Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces. “Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or other similar Equity Interests (however designated) of such Person whether outstanding or issued after the Issue Date. “Product” means any products manufactured, sold, developed, tested or marketed by any Note Party or any of its Subsidiaries. “Qualified Successor Entity” means, with respect to a Business Combination Event, a corporation; provided, however, that a limited liability company, limited partnership or other similar entity will also constitute a Qualified Successor Entity with respect to a Business Combination Event if either (a) such Business Combination Event is an Exempted Fundamental Change; or (b) both of the following conditions are satisfied: (i) either (x) such limited liability company, limited partnership or other similar entity, as applicable, is treated as a corporation or is a direct or indirect, Wholly-Owned Subsidiary of, and disregarded as an entity separate from, a corporation, in each case for U.S. federal income tax purposes; or (y) the Company has received an opinion of a nationally recognized tax counsel to the effect that such Business Combination Event will not be treated as an exchange under Section 1001 of the Internal Revenue Code, for holders or beneficial owners of the Notes; and (ii) such Business Combination Event constitutes a Common Stock Change Event whose reference property consists solely of any combination of cash in U.S. dollars and shares of common stock or other corporate common equity interests of an entity that is (A) treated as a corporation for U.S. federal income tax purposes, (B) organized under the laws of the United States, any State thereof or the District of Columbia, and (C) the direct or indirect parent of the limited liability company, limited partnership or other similar entity. “Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Company’s Board of Directors or a duly authorized committee thereof, statute, contract or otherwise). “Reference Property” shall have the meaning specified in Section 14.08(a). “Reference Property Unit” shall have the meaning specified in Section 14.08(a). “refinance” or “refinanced” or “refinancing” means, in respect of any Indebtedness of the Company or any of its Subsidiaries, issued in exchange for, or the net proceeds of which are used to extend, refinance, refund, renew, redeem, replace, defease, discharge or otherwise repay

 27 other Indebtedness of the Company or any of its Subsidiaries (other than intercompany Indebtedness) in whole or in part. “Regular Record Date,” with respect to any Interest Payment Date, means June 15 or December 15 (whether or not such day is a Business Day) immediately preceding the applicable July 1 and January 1 Interest Payment Date, respectively. “Regulatory Required Permit” means any and all licenses, approvals and permits issued by the FDA, DEA or any other applicable Governmental Authority (including any foreign Governmental Authority), including without limitation Drug Applications, necessary for the testing, manufacture, marketing or sale of any Product by any applicable Note Party and its Subsidiaries as such activities are being conducted by such Note Party and its Subsidiaries with respect to such Product at such time and any drug listings and drug establishment registrations under 21 U.S.C. Section 510, registrations issued by DEA under 21 U.S.C. Section 823 (if applicable to any Product), and those issued by State governments or foreign governments for the conduct of such Note Party’s or any Subsidiary’s business. “Reporting Event of Default” shall have the meaning specified in Section 6.03. “Required Permit” means all licenses, certificates, accreditations, product clearances or approvals, provider numbers or provider authorizations, supplier numbers, provider numbers, marketing authorizations, other authorizations, registrations, permits, consents and approvals of a Note Party issued or required under laws applicable to the business of any Note Party or any of its Subsidiaries or necessary in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting, sale, labeling, furnishing, distribution or delivery of goods or services under laws applicable to the business of any Note Party or any of its Subsidiaries. Without limiting the generality of the foregoing, “Required Permits” includes any Regulatory Required Permit. “Requisite Shareholder Approval” shall have the meaning specified in Section 4.21. “Requisite Shareholder Approval Date” shall have the meaning specified in Section 4.21. “Resale Restriction Termination Date” shall have the meaning specified in Section 2.05(c). “Respira Acquisition” means the acquisition by the Company or any of its Subsidiaries of all or substantially all of the Equity Interests of Respira Therapeutics, Inc., a Delaware corporation (“Respira”), pursuant to and in accordance with that certain Option Agreement, dated as of September 24, 2025 (as in effect on the Issue Date, the “Respira Option Agreement”), by and between the Company and Respira, including (i) the payment of the upfront option fee contemplated thereby and (ii) the exercise of the option to acquire 100% of the issued and outstanding Capital Stock of Respira upon the satisfaction of certain clinical and development milestones as set forth therein. “Responsible Officer” means, when used with respect to the Trustee or the Collateral Agent, as applicable, any officer within the corporate trust department of the Trustee or the

 28 Collateral Agent, as applicable, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee or the Collateral Agent, as applicable, who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture. “Restricted Securities” shall have the meaning specified in Section 2.05(c). “Royalty Stream Transaction” shall have the meaning specified in Section 4.12(b)(ii)(P). “Rule 144” means Rule 144 as promulgated under the Securities Act. “Scheduled Trading Day” means a day that is scheduled to be a trading day on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day. “Secured Parties” means the Trustee, the Collateral Agent, the Holders of the Notes and any other holder of Obligations. “Securities Account” means any “securities account”, as defined in the Code, with such additions to such term as may hereafter be made, including any securities account, investment account or other such account located outside of the United States. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. “Security Agreement” means the Notes Security Agreement, dated as of June 4, 2026, by and among the Company and Guarantors, as grantors, and the Collateral Agent, as amended, supplemented and otherwise modified from time to time. “Settlement Amount” shall have the meaning specified in Section 14.02(a)(iii). “Settlement Method” means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been elected) by the Company. “Settlement Method Election Deadline” shall have the meaning specified in Section 14.02(a)(ii). “Settlement Notice” shall have the meaning specified in Section 14.02(a)(ii). “Significant Subsidiary” of any Person means any subsidiary of that Person that constitutes a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of that Person.

 29 “Special Meeting” shall mean the first special meeting of stockholders of the Company at which the Company seeks the Requisite Shareholder Approval. “Specified Dollar Amount” means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified in the Settlement Notice related to any converted Notes (or deemed specified pursuant to Section 14.02(a)). “Spin-Off” shall have the meaning specified in Section 14.05(c). “Springing Maturity Date” shall have the meaning specified in the definition of “Maturity Date”. “Stated Interest” shall have the meaning specified in Section 2.03(a). “Subordinated Debt” means any Indebtedness and guarantees thereof that are (a) secured on a basis junior to the Obligations and/or (b) (i) with respect to the Company, Indebtedness that is contractually subordinated in right of payment to the Notes and (ii) with respect to any Guarantor, Indebtedness that is contractually subordinated in right of payment to the Guarantee of such entity of the Notes, in each case, subject to an applicable Subordination Agreement. “Subordination Agreement” means (i) a subordination agreement substantially in the form attached hereto as Exhibit C, (ii) a Junior Lien Intercreditor Agreement, or (iii) any other subordination, intercreditor, or other similar agreement in form and substance, and on terms, reasonably acceptable to Holders of a majority in aggregate principal amount of the Notes at the time outstanding. “Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock, partnership interest, membership interest, or other ownership interest or other equity securities having ordinary voting power (other than stock, partnership interest, membership interest or other ownership interest or other equity securities having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of a Note Party. “Successor Guarantor” shall have the meaning specified in Section 13.03(a). “Trademarks” shall have the meaning specified in the Security Agreement. “Trading Day” means a day on which (a) trading in the Common Stock (or other security for which a closing sale price must be determined) generally occurs on The Nasdaq Global Select Market or, if Common Stock (or such other security) is not then listed on The Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which Common Stock (or such other security) is then listed or, if Common Stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on

 30 the principal other market on which Common Stock (or such other security) is then traded, and (b) a Last Reported Sale Price for Common Stock (or such other security) is available on such securities exchange or market. If Common Stock (or such other security) is not so listed or traded, “Trading Day” means a Business Day. “transfer” shall have the meaning specified in Section 2.05(c). “Transfer Agent” means Computershare Trust Company, N.A., and its successors and/or permitted assigns in such capacity. “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder. “unrestricted subsidiaries” shall have the meaning specified in Section 10.02(k)(i). “Valuation Period” shall have the meaning specified in Section 14.05(c). “VWAP Trading Day” means a day on which (a) there is no Market Disruption Event and (b) trading in the Common Stock generally occurs on The Nasdaq Global Select Market or, if the Common Stock is not then listed on The Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “VWAP Trading Day” means a Business Day. “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness. “Wholly-Owned Subsidiary” means, with respect to any Person, a Subsidiary of such Person 100% of the Equity Interests of which shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person. Section 1.02 References to Interest. Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 6.03. Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.

 31 Article 2. ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 Designation and Amount. The Notes shall be designated as the “Senior Secured First Lien Convertible Notes due 2030.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially $65,174,000, subject to Section 2.10 and, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder. Section 2.02 Form of Notes. (a) The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit E, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company, the Guarantors, the Collateral Agent and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In the case of any conflict between this Indenture and a Note, the provisions of this Indenture shall control and govern to the extent of such conflict. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Price or in connection with a Net Proceeds Offer, in each case, pursuant to Article 15, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to

 32 the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. (b) The legend substantially in the following form shall also be included on any Notes issued with OID, as defined below: THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. UPON REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS NOTE INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THE NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE COMPANY AT GOSSAMER BIO, INC., 3115 MERRYFIELD ROW, SUITE 120, SAN DIEGO, CALIFORNIA 92121, ATTENTION: GENERAL COUNSEL. Section 2.03 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of its authentication and shall bear interest from and including the Issue Date, or from the most recent date to which interest has been paid or provided for to, but excluding the next scheduled Interest Payment Date, at the rate of 7.50% per annum (the “Stated Interest”). Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month. (b) The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The Company shall pay (or cause the Paying Agent to pay) the principal amount of any Note (x) in the case of any Physical Note, at the office or agency of the Company designated by the Company for such purposes in the United States of America, which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall pay (or cause the Paying Agent to pay) cash interest (i) on any Physical Notes (a) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (b) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each such Holder or, upon application by such a Holder to the Note Registrar (containing the requisite information for the Trustee or Paying Agent to make such wire transfer) not later than the relevant Regular Record Date, by wire transfer of immediately available funds to that Holder’s account within the United States of America if such Holder has provided the Company, the Trustee or the Paying Agent (if other than the Trustee) with the requisite information necessary to make such wire transfer, which application shall remain in effect until

 33 the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. (c) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum at the rate borne by the Notes from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid via in cash by the Company, at its election in each case, as provided in clause (i) or (ii) below: (i) The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than twenty- five (25) days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment, and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment (unless the Trustee shall consent to an earlier date). The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be delivered to each Holder at its address as it appears in the Note Register, or by electronic means to the Depositary in the case of Global Notes, not less than ten (10) days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor havi…

EX-10.2 · goss-20260604xexx102form.htm

EX-10.2
 3
 goss-20260604xexx102form.htm
 EX-10.2

 Exhibit 10.2 [FORM OF] GLOBAL INTERCOMPANY NOTE Dated: [___], [___] FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower (each, in such capacity, a “Payor”) from time to time from any Person from time to time signatory hereto (each, in such capacity, a “Payee”), hereby promises to pay on demand to such Person, in lawful money as may be agreed upon from time to time by the relevant Payor and Payee, in immediately available funds and at the appropriate office of the Payee, the aggregate unpaid principal amount of all loans and advances heretofore and hereafter made by such Payee to such Payor and any other Indebtedness now or hereafter owing by such Payor to such Payee as shown either on Schedule A attached hereto, as may be updated from time to time (and any continuation thereof), or in the books and records of such Payee. The failure to show any such Indebtedness or any error in showing such Indebtedness shall not affect the obligations of any Payor hereunder. Capitalized terms used in this note (this “Global Intercompany Note”) but not otherwise defined herein, shall have the meanings given such terms in that certain INDENTURE, dated as of June 4, 2026 (the “Issue Date”), among GOSSAMER BIO, INC., a Delaware corporation, as issuer (the “Company”), the Guarantors from time to time party thereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee and Collateral Agent. The unpaid principal amount hereof from time to time outstanding shall bear interest at a rate equal to the rate as may be agreed upon in writing from time to time by the relevant Payor and Payee. Interest shall be due and payable at such times as may be agreed upon from time to time by the relevant Payor and Payee. Upon demand for payment of any principal amount hereof, accrued but unpaid interest on such principal amount shall also be due and payable. Interest shall be paid in any lawful currency as may be agreed upon by the relevant Payor and Payee and in immediately available funds. Interest shall be computed as may be agreed upon by the relevant Payor and Payee. Each Payor and Payee hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Global Intercompany Note has been pledged by each Payee that is a Note Party to the Collateral Agent, for the benefit of the Secured Parties, as security for such Payee’s obligations, if any, under the applicable Note Documents to which such Payee is a party. Each Payor acknowledges and agrees that after the occurrence of and during the continuation of an Event of Default, the Collateral Agent may exercise all of the rights of each Payee (if such Payee is a Note Party at such time) under this Global Intercompany Note and will not be subject to any abatement, reduction, recoupment, defense, setoff or counterclaim available to such Payor. Each Payee that is not a Note Party (an “Affected Payee”) agrees that any and all claims of such Payee against any Payor that is a Note Party (an “Affected Payor”) or any of its related endorsers of this Global Intercompany Note, or against any of their respective properties, shall be subordinate and subject in right of payment to the Notes and all other Obligations until the release, termination or discharge of the Obligations (in each case of the foregoing, other than contingent

 indemnification obligations as to which no claim has been asserted) has occurred (the occurrence of such release, termination or discharge, the “Discharge of Obligations”); provided that each Affected Payor may make payments to the applicable Payee so long as no Event of Default shall have occurred and be continuing. Notwithstanding any right of any Payee to ask, demand, sue for, take or receive any payment from any Payor, all rights, Liens and security interests of any Affected Payee, whether now or hereafter arising and howsoever existing, in any assets of any Affected Payor constituting part of the Collateral shall be and hereby are expressly subordinate to the rights of the Collateral Agent in such Collateral. Except as expressly permitted by the Note Documents, the Affected Payees shall have no right to possession of any Collateral of any Affected Payor or to foreclose upon, or exercise any other remedy in respect of, any such Collateral, whether by judicial action or otherwise, unless and until the Discharge of Obligations. After the occurrence of and during the continuation of an Event of Default, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of any Payor to any Payee that is a Note Party (“Payor Indebtedness”) shall be paid or delivered directly to the Collateral Agent for application in accordance with the Indenture until the Discharge of Obligations. After the occurrence of and during the continuation of an Event of Default, each Payee (if such Payee is a Note Party) irrevocably authorizes, empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Payee such proofs of claim and take such other action, in the Collateral Agent’s own name or in the name of such Payee or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement of this Global Intercompany Note. After the occurrence of and during the continuation of an Event of Default, each Payee that is a Note Party also agrees to execute, verify, deliver and file any such proofs of claim in respect of the Payor Indebtedness requested by the Collateral Agent. After the occurrence of and during the continuation of an Event of Default, the Collateral Agent may vote such proofs of claim in any such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same in accordance with the Indenture. Upon the occurrence and during the continuation of any Event of Default, should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee that is a Note Party upon or with respect to Payor Indebtedness owing to such Payee prior to the Discharge of Obligations, such Payee that is a Note Party shall receive and hold the same on behalf of the Collateral Agent and shall forthwith deliver the same to the Collateral Agent in precisely the form received (except for endorsement or assignment of such Payee where necessary or advisable in the Collateral Agent’s judgment), for application in accordance with the Indenture and, until so delivered, the same shall be segregated from the other assets of such Payee. Upon the occurrence and during the continuation of an Event of Default, if such Payee that is a Note Party fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of its officers, employees or representatives are hereby irrevocably authorized to make the same. Each Payee that is a Note Party agrees that until the Discharge of Obligations, such Payee will not (i) assign or transfer, or agree to assign or transfer, to any Person (other than in favor of the Collateral Agent pursuant to the Indenture or otherwise) any claim such Payee has or may have against any Payor, (ii) upon the occurrence and during the continuation of an Event of Default, discount or extend the time for payment of any

 Payor Indebtedness, or (iii) otherwise amend, modify, supplement, waive or fail to enforce any provision of this Global Intercompany Note without the consent of the Collateral Agent. The Collateral Agent shall be an express third party beneficiary hereof and shall be entitled to enforce the subordination and other provisions hereof. THIS GLOBAL INTERCOMPANY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. From time to time after the date hereof, additional Subsidiaries of the Company may (and shall, to the extent required by the terms of the Indenture) become parties hereto by executing a counterpart signature page to this Global Intercompany Note (each additional Subsidiary, an “Additional Payor” or “Additional Payee”, as applicable). Upon delivery of such counterpart signature page, notice of which is hereby waived by the other Payors or Payees, each Additional Payor and Additional Payee shall be a Payor or Payee, as applicable, hereunder and shall be as fully a party hereto as if such Additional Payor or Additional Payee were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor hereunder. This Global Intercompany Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payor or Payee hereunder. This Global Intercompany Note may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page to this Global Intercompany Note by facsimile, pdf or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Global Intercompany Note. [Remainder of page intentionally left blank]

 IN WITNESS WHEREOF, each Payor has caused this Global Intercompany Note to be executed and delivered by its proper and duly authorized officer as of the date set forth above. GOSSAMER BIO, INC. By: Name: Title: GB001, INC. By: Name: Title: GB002, INC. By: Name: Title: GB003, INC. By: Name: Title: GB004, INC. By: Name: Title:

 GB007, INC. By: Name: Title: GB008, INC. By: Name: Title: GOSSAMER BIO SERVICES, INC. By: Name: Title: GOSSAMER BIO HOLDINGS LTD. By: Name: Title: GOSSAMER BIO SERVICES LTD. By: Name: Title: GOSSAMER BIO 002 LTD. By: Name: Title:

 Schedule A TRANSACTIONS UNDER GLOBAL INTERCOMPANY NOTE1 Date Name of Payor Name of Payee Amount of Advance This Date Amount of Principal Paid This Date Outstanding Principal Balance from Payor to Payee This Date Notation Made By [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] [____] 1 NTD: Company to provide.

 [FORM OF] ENDORSEMENT FOR VALUE RECEIVED, each of the undersigned does hereby sell, assign and transfer to ______________________________________ all of its right, title and interest in and to the Global Intercompany Note, dated [___], [___] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Global Intercompany Note”), made by each Person that is or becomes a party thereto, and payable to the undersigned. This endorsement is intended to be attached to the Global Intercompany Note and, when so attached, shall constitute an endorsement thereof. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Global Intercompany Note. The initial undersigned shall be the Payees party to the Note Documents (as defined in the Indenture) on the date of the Global Intercompany Note. From time to time after the date thereof, additional subsidiaries of the Company may become parties to the Global Intercompany Note (each, an “Additional Payee”) and a signatory to this endorsement by executing a counterpart signature page to the Global Intercompany Note and to this endorsement, respectively. Upon delivery of such counterpart signature pages to the holder of the Global Intercompany Note, notice of which is hereby waived by the other Payees, each Additional Payee shall be as fully a Payee under the Global Intercompany Note and a signatory to this endorsement as if such Additional Payee were an original Payee under the Global Intercompany Note and an original signatory hereof. Each Payee expressly agrees that its obligations arising under the Global Intercompany Note and hereunder shall not be affected or diminished by the addition or release of any other Payee under the Global Intercompany Note or hereunder. This endorsement shall be fully effective as to any Payee that is or becomes a signatory hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payee to the Global Intercompany Note or hereunder. Dated: ___________________ [Remainder of page intentionally left blank]

 GOSSAMER BIO, INC. By: Name: Title: GB001, INC. By: Name: Title: GB002, INC. By: Name: Title: GB003, INC. By: Name: Title: GB004, INC. By: Name: Title:

 [Signature Page to Allonge] GB007, INC. By: Name: Title: GB008, INC. By: Name: Title: GOSSAMER BIO SERVICES, INC. By: Name: Title: GOSSAMER BIO HOLDINGS LTD. By: Name: Title: GOSSAMER BIO SERVICES LTD. By: Name: Title: GOSSAMER BIO 002 LTD. By: Name: Title:

EX-10.3 · goss-20260604xexx103warr.htm

EX-10.3
 4
 goss-20260604xexx103warr.htm
 EX-10.3

 Exhibit 10.3 Gossamer Bio, Inc. and Computershare Inc. and Computershare Trust Company, N.A., as Warrant Agent WARRANT AGREEMENT Dated as of June 4, 2026

 - i - Table of Contents Page Section 1. Definitions...................................................................................................................1 Section 2. Rules of Construction ...............................................................................................11 Section 3. The Warrants .............................................................................................................11 (a) Original Issuance of Warrants ...............................................................................11 (b) Additional Warrants ...............................................................................................11 (c) Form, Dating and Denominations ..........................................................................12 (d) Execution, Countersignature and Delivery ............................................................12 (e) Method of Payment ................................................................................................13 (f) Registrar and Exercise Agent .................................................................................13 (g) Legends ..................................................................................................................14 (h) Transfers and Exchanges; Transfer Taxes; Certain Transfer Restrictions .............15 (i) Exchange and Cancellation of Exercised Warrants ...............................................19 (j) Replacement Certificates .......................................................................................20 (k) Registered Holders; Certain Rights with Respect to Global Certificates ..............21 (l) Cancellation ...........................................................................................................21 (m) Warrants Held by the Company or its Affiliates ...................................................21 (n) Outstanding Warrants ............................................................................................21 (o) CUSIP and ISIN Numbers .....................................................................................22 Section 4. No Right of Redemption by the Company ...............................................................22 Section 5. Exercise of Warrants .................................................................................................22 (a) Exercise at the Option of the Holders ....................................................................22 (b) Exercise Procedures ...............................................................................................22 (c) Settlement Upon Exercise ......................................................................................23 (d) Strike Price and Warrant Entitlement Adjustments ...............................................24 (e) Voluntary Adjustments ..........................................................................................36 (f) Restriction on Exercises. ........................................................................................36 (g) Effect of Common Stock Change Event ................................................................38 Section 6. Certain Provisions Relating to the Issuance of Common Stock ...............................40 (a) Equitable Adjustments to Prices ............................................................................40 (b) Reservation of Shares of Common Stock ..............................................................40 (c) Status of Shares of Common Stock; Covenant Regarding Par Value ...................40 (d) Taxes Upon Issuance of Common Stock ...............................................................41 Section 7. Amendments, Supplements and Waivers .................................................................41 (a) Without the Consent of Holders ............................................................................41 (b) With the Consent of Economic Interest Holders ...................................................41 (c) Notice of Amendments, Supplements and Waivers ..............................................42 (d) Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc. ......43 (e) Notations and Exchanges .......................................................................................43 (f) Warrant Agent to Execute Amendments to Warrant Agreement ..........................43 Section 8. Calculations...............................................................................................................44 (a) Responsibility; Schedule of Calculations ..............................................................44 (b) Calculations Aggregated for Each Holder .............................................................44

 - ii - Section 9. The Warrant Agent ...................................................................................................44 (a) Duties of the Warrant Agent ..................................................................................44 (b) Rights of the Warrant Agent ..................................................................................46 (c) No Fiduciary Relationship .....................................................................................46 (d) Individual Rights of the Warrant Agent .................................................................46 (e) Warrant Agent’s Disclaimer ..................................................................................47 (f) Opinions ................................................................. Error! Bookmark not defined. (g) Compensation and Indemnity ................................................................................47 (h) Replacement of the Warrant Agent ........................................................................48 (i) Successor Warrant Agent by Merger, Etc. .............................................................49 (j) Eligibility; Disqualification ...................................................................................49 Section 10. Miscellaneous ...........................................................................................................49 (a) Notices ...................................................................................................................49 (b) Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent .............................................................................................................51 (c) Statements Required in Officer’s Certificate and Opinion of Counsel ..................51 (d) Governing Law; Waiver of Jury Trial ....................................................................51 (e) Submission to Jurisdiction .....................................................................................51 (f) No Adverse Interpretation of Other Agreements ...................................................52 (g) Successors; Benefits of Warrant Agreement ..........................................................52 (h) Force Majeure ........................................................................................................52 (i) Severability ............................................................................................................52 (j) Counterparts ...........................................................................................................52 (k) Table of Contents, Headings, Etc. ..........................................................................52 (l) Withholding Taxes .................................................................................................53 (m) No Other Rights .....................................................................................................53 (n) No Obligation to Purchase Securities of the Company .........................................53 (o) Fees and Expenses .................................................................................................53 (p) Consequential Damages .........................................................................................53 (q) Registration Rights.................................................................................................53 (r) Further Assurances.................................................................................................61 (s) Confidentiality .......................................................................................................61 (t) Registration Rights................................................. Error! Bookmark not defined. (u) Entire Agreement ...................................................................................................61 Exhibits Exhibit A: Form of Warrant Certificate ...................................................................................... A-1 Exhibit B: Form of Restricted Security Legend ..........................................................................B-1 Exhibit C: Form of Global Certificate Legend ............................................................................C-1 Exhibit D: Initial Wire Instructions ............................................................................................ D-1

 - 1 - WARRANT AGREEMENT WARRANT AGREEMENT, dated as of June 4, 2026, between Gossamer Bio, Inc., a Delaware corporation, as issuer (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, with Computershare, the “Warrant Agent”). Each party to this Warrant Agreement (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Warrants (as such terms are defined below). Section 1. DEFINITIONS. “Affiliate” has the meaning set forth in Rule 144. “Agent” means the Warrant Agent or any Registrar or Exercise Agent. “Aggregate Strike Price” means, with respect to the Exercise of any Warrant, an amount equal to the product of (a) the Warrant Entitlement on the Exercise Date for such Exercise; and (b) the Strike Price on the Exercise Date for such Exercise; provided, however, that the Aggregate Strike Price will be subject to Section 5(g). “Attribution Parties” means, collectively, the following Persons: (i) any investment vehicle, including any funds, feeder funds, or managed accounts, currently or from time to time after the Initial Issue Date, directly or indirectly managed or advised by the Economic Interest Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Economic Interest Holder or any of the foregoing, (iii) any person acting or who could be deemed to be acting as a Section 13(d) “group” together with the Economic Interest Holder or any Attribution Parties and (iv) any other persons whose beneficial ownership of the Common Stock would or could be aggregated with the Economic Interest Holder’s and/or any other Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of this definition is to subject collectively the Economic Interest Holder and all other Attribution Parties to the Beneficial Ownership Limitation. “Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors. “Beneficial Ownership Limitation” has the meaning set forth in Section 5(f)(i). “Board of Directors” means the Company’s board of directors or a committee of such board duly authorized to act on behalf of such board. “Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. “Capital Stock” of any Person means any and all shares of, interests in, rights to purchase,

 - 2 - warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity. “Certificate” means a Physical Certificate or a Global Certificate. “Certificate of Incorporation” means the Company’s amended and restated Certificate of Incorporation, as the same may be further amended, supplemented or restated. “Close of Business” means 5:00 p.m., New York City time. “Common Stock” means the common stock, $0.0001 par value per share, of the Company, subject to Section 5(g). “Common Stock Change Event” has the meaning set forth in Section 5(g)(i). “Company” means Gossamer Bio, Inc., a Delaware corporation. “Daily VWAP” means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “GOSS <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such VWAP Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours. “Degressive Issuance” has the meaning set forth in Section 5(d)(i)(6). “Depositary” means The Depository Trust Company or its successor. “Depositary Participant” means any member of, or participant in, the Depositary. “Depositary Procedures” means, with respect to any Exercise, transfer, exchange or other transaction involving a Global Certificate representing any Warrants, or any beneficial interest in such Global Certificate, the rules and procedures of the Depositary applicable to such Exercise, transfer, exchange or transaction. “Economic Interest Holder” means (i) with respect to any Physical Certificate, the holder thereof and (ii) with respect to any Global Certificate, the person holding a beneficial interest therein through an account with a depositary participant (or similar arrangement).

 - 3 - “Effective Price” has the following meaning with respect to the issuance or sale of any shares of Common Stock or any Equity-Linked Securities: (a) in the case of the issuance or sale of shares of Common Stock, the value of the consideration received or receivable by the Company for such shares, expressed as an amount per share of Common Stock; and (b) in the case of the issuance or sale of any Equity-Linked Securities, an amount equal to a fraction whose: (i) numerator is equal to the sum, without duplication, of (x) the value of the aggregate consideration received or receivable by the Company for the issuance or sale of such Equity-Linked Securities; and (y) the value of the minimum aggregate additional consideration, if any, payable to purchase or otherwise acquire shares of Common Stock pursuant to such Equity-Linked Securities; and (ii) denominator is equal to the maximum number of shares of Common Stock underlying such Equity-Linked Securities; provided, however, that: (w) for purposes of this definition, (i) the value of consideration received or receivable by the Company shall be determined without deduction of any customary underwriting or similar commissions, reasonable compensation or reasonable concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any reasonable and documented expenses payable by the Company, (ii) to the extent any such consideration consists of property other than cash, the value of such property shall be its fair market value as determined in good faith by the Board of Directors, and (iii) if shares of Common Stock or Equity-Linked Securities are issued or sold together with other capital stock or securities or other assets of the Company for a consideration that covers both, the Board of Directors shall determine in good faith the portion of the consideration so received to be allocable to such shares of Common Stock or Equity- Linked Securities; (x) for purposes of clause (b) above, if such minimum aggregate consideration, or such maximum number of shares of Common Stock, is not determinable at the time such Equity-Linked Securities are issued or sold, then (1) the initial consideration payable under such Equity-Linked Securities, or the initial number of shares of Common Stock underlying such Equity-Linked Securities, as applicable, will be used; and (2) at each time thereafter when such amount of consideration or number of shares becomes determinable or is otherwise adjusted (other than pursuant to the “anti-dilution” provisions set forth in Section 5(d)(i)(1), Section 5(d)(i)(2), Section 5(d)(i)(3), Section 5(d)(i)(4) and Section 5(d)(i)(5)), there will be deemed to occur, for purposes of Section 5(d)(i)(6) and without affecting any prior adjustments theretofore made to the Strike Price, an issuance of additional Equity-Linked Securities;

 - 4 - (y) for purposes of clause (b) above, the surrender, extinguishment, maturity or other expiration of any such Equity-Linked Securities will be deemed not to constitute consideration payable to purchase or otherwise acquire shares of Common Stock pursuant to such Equity-Linked Securities; and (z) the “value” of any such consideration will be the fair value thereof, as of the date such shares or Equity-Linked Securities, as applicable, are issued or sold, determined in good faith by the Board of Directors (or, in the case of cash denominated in U.S. dollars, the face amount thereof). “Equity-Linked Securities” means any rights, options, warrants or other securities to purchase or otherwise acquire (including upon any exchange, conversion or other exercise of any securities or other instruments, and whether immediately, during specified times, upon the satisfaction of any conditions or otherwise) any shares of Common Stock. “Ex-Dividend Date” means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. “Exchange Offer” means the Company’s offer to exchange any and all of its Existing Notes that commenced on May 18, 2026. “Exempt Issuance” means (i) the Company’s issuance or grant of shares of Common Stock, Equity-Linked Securities, options to purchase shares of Common Stock or other equity awards to employees, directors or consultants of the Company or any of its Subsidiaries pursuant to the plans that have been approved by a majority of the independent members of the Board of Directors or that exist as of the Initial Issue Date; (ii) the Company’s issuance of shares of Common Stock upon the exercise, exchange or conversion of any securities that are exercisable or exchangeable for, or convertible into, shares of Common Stock and are outstanding as of the Initial Issue Date or issued pursuant to the Exchange Offer, including any New Notes; provided that such exercise, exchange or conversion is effected pursuant to the terms of such securities as in effect on, or as described in the materials related to the Exchange Offer as of the Initial Issue Date; (iii) the Company’s issuance of shares of Common Stock or any options or convertible securities issued in connection with a merger or other business combination or an acquisition of the securities or assets of another Person, business unit, division or business, other than in connection with the broadly marketed offering and sale of Common Stock or Equity-Linked Securities for third-party financing of such transaction; (iv) the Company’s issuance of shares of Common Stock upon negotiated exchanges for the New Notes or the Existing Notes; and (v) on or prior to December 31, 2026, the Company’s issuance of shares of Common Stock or Equity-Linked Securities for consideration in one or more bona fide third-party financing transactions with net proceeds in an

 - 5 - aggregate amount not exceeding one hundred fifty million dollars ($150,000,000). For purposes of this definition, “consultant” means a consultant that may participate in an “employee benefit plan” in accordance with the definition of such term in Rule 405 under the Securities Act. “Exercise” has the meaning set forth in Section 5(a)(i). The terms “Exercised” and “Exercisable” will have a meaning correlative to the foregoing. “Exercise Agent” has the meaning set forth in Section 3(f)(i). “Exercise Consideration” means, with respect to the Exercise of any Warrant, the type and amount of consideration payable to settle such Exercise, determined in accordance with Section 5. “Exercise Date” means, with respect to the Exercise of any Warrant, the first Business Day on which the requirements set forth in Section 5(b)(i) for such Exercise are satisfied. “Exercise Notice” means a notice substantially in the form of the “Exercise Notice” set forth in Exhibit A. “Exercise Period” means the period from, and including, December 3, 2026, to, and including, the Exercise Period Expiration Date. “Exercise Period Expiration Date” means June 4, 2031. “Exercise Share” means any share of Common Stock issued or issuable upon Exercise of any Warrant. “Existing Notes” means the Company’s 5.00% Convertible Senior Notes due 2027. “Final Settlement Date” means the final date of settlement of the Exchange Offer. A “Fundamental Change” will be deemed to have occurred at the time after the Initial Issue Date if any of the following occurs: (1) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its wholly owned subsidiaries and their respective employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Stock representing more than 50% of the voting power of Common Stock; (2) the consummation of: (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any transaction or series of related transactions (whether by means of merger, consolidation, share

 - 6 - exchange, combination, acquisition, liquidation or otherwise) in connection with which the Common Stock will be converted into, acquired for, or will constitute solely the right to receive, cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any person other than the Company or one of its wholly owned subsidiaries; provided, however, that a transaction described in clause (A) or (B) in which the holders of all classes of the Company’s common equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the direct or indirect parent thereof immediately after such transaction in the same proportions vis-&agrave;-vis each other as immediately prior to such transaction will not be a Fundamental Change pursuant to this clause (2); (3) the Company’s shareholders approve any plan or proposal for the liquidation or dissolution of the Company; or (4) the Common Stock ceases to be listed on (A) for so long as the Existing Notes remain outstanding, any of The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange (or any of their respective successors) and (B) thereafter, the exchanges in clause (A) as well as NYSE American and the Nasdaq Capital Market (or any of their respective successors). A transaction or transactions described in clause (1) or clause (2) above will not constitute a Fundamental Change, however, if at least 90% of the consideration received or to be received by the Company’s common shareholders, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ statutory appraisal rights, in connection with such transaction or transactions consists of shares of Common Stock that are listed or quoted (or depositary receipts representing shares of Common Stock, which depositary receipts are listed or quoted) on any of The Nasdaq Global Select Market, The Nasdaq Global Market, The New York Stock Exchange, The NYSE American or the Nasdaq Capital Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions. If any transaction in which the Common Stock is replaced by the securities of another entity occurs, following the effective date of such transaction, references to the Company in the definition of “Fundamental Change” above will instead be references to such other entity. For purposes of the definition of “Fundamental Change” above, any transaction that constitutes a Fundamental Change pursuant to both clause (1) and clause (2) (excluding the proviso to such clause (2)) of such definition will be deemed to be a Fundamental Change solely under clause (2) of such definition (subject to such proviso). “Global Certificate” means any certificate representing any Warrant(s), which certificate is substantially in the form set forth in Exhibit A, registered in the name of the Depositary or its nominee, duly executed by the Company and countersigned by the Warrant Agent, and deposited with the Warrant Agent, as custodian for the Depositary.

 - 7 - “Global Certificate Legend” means a legend substantially in the form set forth in Exhibit C. “Holder” means a person in whose name any Warrant is registered on the Registrar’s books. “Initial Issue Date” means June 4, 2026. “Initial Strike Price” means the greater of (i) $0.34 and (ii) an amount equal to one hundred and twenty five percent (125%) of the Reference Price. “Initial Warrants” has the meaning set forth in Section 3(a). “Last Reported Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share) of the Common Stock on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid- point of the last bid price and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment banking firm the Company selects. “Market Disruption Event” means (a) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any scheduled trading day for the Common Stock for more than one half- hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, provided, for the avoidance of doubt, that any activation or application of Rule 201 of Regulation SHO shall not, in and of itself, constitute a market disruption event, except to the extent it results in an exchange-imposed trading halt or suspension. “New Notes ” means the Company’s 7.50% Convertible Senior Secured First Lien Notes due 2030. “Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the Company. “Officer’s Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets the requirements of Section 10(c).

 - 8 - “Open of Business” means 9:00 a.m., New York City time. “Opinion of Counsel” means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries) reasonably acceptable to the Warrant Agent, that meets the requirements of Section 10(c), subject to customary qualifications and exclusions. “Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Warrant Agreement. “Physical Certificate” means any certificate (other than a Global Certificate) representing any Warrant(s), which certificate is substantially in the form set forth in Exhibit A, registered in the name of the Holder of such Warrant(s) and duly executed by the Company and countersigned by the Warrant Agent. “Record Date” means, with respect to any dividend or distribution on, or issuance to holders of, Common Stock, the date fixed (whether by law, contract or the Board of Directors or otherwise) to determine the holders of Common Stock that are entitled to such dividend, distribution or issuance. “Reference Price” will equal the greater of (i) $0.17 and (ii) the lower of (x) $0.34 and (y) the average of the Daily VWAPs for the seven consecutive VWAP Trading Days beginning on, and including, the VWAP Trading Day immediately following the Final Settlement Date. “Reference Property” has the meaning set forth in Section 5(g)(i). “Reference Property Unit” has the meaning set forth in Section 5(g)(i). “Register” has the meaning set forth in Section 3(f)(ii). “Registrar” has the meaning set forth in Section 3(f)(i). “Requisite Shareholder Approval Date” means the date the Company obtains (i) the stockholder approval contemplated by Nasdaq 5635 with respect to the issuance of shares of Common Stock upon Exercise of the Warrants and (ii) stockholder approval to amend its Certificate of Incorporation to increase the number of authorized shares of Common Stock. “Restricted Security Legend” means a legend substantially in the form set forth in Exhibit B. “Rule 144” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

 - 9 - “SEC” means the U.S. Securities and Exchange Commission. “Securities Act” means the U.S. Securities Act of 1933, as amended. “Security” means any Warrant or Exercise Share. “Specified Courts” has the meaning set forth in Section 10(e). “Spin-Off” has the meaning set forth in Section 5(d)(i)(3)(B). “Spin-Off Valuation Period” has the meaning set forth in Section 5(d)(i)(3)(B). “Strike Price” initially means the Initial Strike Price per share of Common Stock; provided, however, that the Strike Price is subject to adjustment pursuant to Sections 5(d) and 5(e). Each reference in this Warrant Agreement or any Certificate to the Strike Price as of a particular date without setting forth a particular time on such date will be deemed to be a reference to the Strike Price immediately after the Close of Business on such date. “Subsidiary” means, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (b) any partnership or limited liability company where (x) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (y) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company. “Successor Person” has the meaning set forth in Section 5(g)(iii). “Tender/Exchange Offer Expiration Date” has the meaning set forth in Section 5(d)(i)(5). “Tender/Exchange Offer Expiration Time” has the meaning set forth in Section 5(d)(i)(5). “Tender/Exchange Offer Valuation Period” has the meaning set forth in Section 5(d)(i)(5). “Trading Day” means any day on which (a) trading in the Common Stock generally occurs

 - 10 - on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded; and (b) there is no Market Disruption Event. If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day. “Transfer-Restricted Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer- Restricted Security upon the earliest to occur of the following events: (a) such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to a registration statement that was effective under the Securities Act at the time of such sale or transfer; (b) such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to an available exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to, the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security” (as defined in Rule 144); and (c) such Security is eligible for resale, by a Person that is not an Affiliate of the Company and that has not been an Affiliate of the Company during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume, manner of sale, availability of current public information or notice. “VWAP Trading Day” means a day on which (a) there is no Market Disruption Event and (b) trading in the Common Stock generally occurs on The Nasdaq Global Select Market or, if the Common Stock is not then listed on The Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “VWAP Trading Day” means a Business Day. “Warrant” means each warrant issued by the Company pursuant to, and having the terms, and conferring to the Holders thereof the rights, set forth in, this Warrant Agreement. Subject to the terms of this Warrant Agreement, each Warrant will be Exercisable at the Strike Price for a number of shares of Common Stock equal to the Warrant Entitlement. “Warrant Agent” means the Person named as such in the first paragraph of this Warrant Agreement until a successor replaces it in accordance with the provisions of this Warrant Agreement and, thereafter, means such successor. “Warrant Agreement” means this Warrant Agreement, as amended or supplemented from time to time. “Warrant Entitlement” initially means 1.0000 share of Common Stock per Warrant; provided, however, that the Warrant Entitlement is subject to adjustment pursuant to Sections 5(d)

 - 11 - and 5(e). Each reference in this Warrant Agreement or any Certificate to the Warrant Entitlement as of a particular date without setting forth a particular time on such date will be deemed to be a reference to the Warrant Entitlement immediately after the Close of Business on such date. Section 2. RULES OF CONSTRUCTION. For purposes of this Warrant Agreement: (a) “or” is not exclusive; (b) “including” means “including without limitation”; (c) “will” expresses a command; (d) the “average” of a set of numerical values refers to the arithmetic average of such numerical values; (e) a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding of any such division or allocation; (f) words in the singular include the plural and in the plural include the singular, unless the context requires otherwise; (g) “herein,” “hereof” and other words of similar import refer to this Warrant Agreement as a whole and not to any particular Section or other subdivision of this Warrant Agreement, unless the context requires otherwise; (h) references to currency mean the lawful currency of the United States of America, unless the context requires otherwise; and (i) the exhibits, schedules and other attachments to this Warrant Agreement are deemed to form part of this Warrant Agreement. Section 3. THE WARRANTS. (a) Original Issuance of Warrants. On the Initial Issue Date, there will be originally issued an aggregate of one hundred thirty-five million seven hundred eighty-nine thousand (135,789,000) Warrants, which Warrants will be initially registered in the name of Cede & Co. Warrants issued pursuant to this Section 3(a), and any Warrants issued in exchange therefor or in substitution thereof, are referred to in this Warrant Agreement as the “Initial Warrants.” (b) Additional Warrants. The Company may, subject to the provisions of this Warrant Agreement (including Section 3(d)), originally issue additional Warrants with the same terms as the Initial Warrants, which additional Warrants will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other Warrants issued under this Warrant Agreement; provided, however, that if any such additional Warrants are not fungible, for federal securities laws purposes, with other Warrants issued under this Warrant Agreement and

 - 12 - assigned a CUSIP number, then such additional Warrants will be identified by a separate CUSIP number or by no CUSIP number. All Warrants issued pursuant to this Warrant Agreement will be equally and ratably entitled to the benefits of this Warrant Agreement, without preference or priority. (c) Form, Dating and Denominations. (i) Form and Date of Certificates Representing Warrants. Each Certificate representing any Warrant will (1) be substantially in the form set forth in Exhibit A; (2) bear the legends required by Section 3(g) and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary; and (3) be dated as of the date it is countersigned by the Warrant Agent. (ii) Global Certificates; Physical Certificates. The Warrants will be initially issued in the form of one or more Global Certificates. Global Certificates may be exchanged for Physical Certificates, and Physical Certificates may be exchanged for Global Certificates, only as provided in Section 3(h). (iii) Appointment of Depositary. If any Warrant is admitted to the book-entry clearance and settlement facilities of any electronic depositary, then, notwithstanding anything to the contrary in this Warrant Agreement, (x) each reference in this Warrant Agreement to the delivery of, or payment on, such Warrant, or the delivery of any related notice or demand, will be deemed to be satisfied to the extent the applicable procedures of such depositary governing such delivery or payment, as applicable, are satisfied; and (y) the Company will appoint a Registrar who will also act as such depositary’s custodian for all Warrant(s) so admitted to such depositary’s clearance and settlement facilities. (iv) No Bearer Certificates; Denominations. The Warrants will be issued only in registered form and only in denominations equal to whole numbers of Warrants. (v) Registration Numbers. Each Certificate representing any Warrant(s) will bear a unique registration number that is not affixed to any other Certificate representing any other outstanding Warrant. (d) Execution, Countersignature and Delivery. (i) Due Execution by the Company. A duly authorized Officer will sign each Certificate representing any Warrant(s) on behalf of the Company by manual or facsimile signature. The validity of any Warrant will not be affected by the failure of any Officer whose signature is on any Certificate representing such Warrant to hold, at the time such Certificate is countersigned by the Warrant Agent, the same or any other office at the Company. (ii) Countersignature by Warrant Agent. No Warrant will be valid until the Certificate representing it is countersigned by the Warrant Agent. Each Certificate will be deemed to be duly countersigned only when an authorized signatory of the Warrant Agent (or a duly appointed agent thereof) manually signs the countersignature block set forth in such Certificate.

 - 13 - (e) Method of Payment. (i) Method of Payment. (1) Global Certificates. The Company will cause all cash amounts due on any Warrant represented by a Global Certificate to be paid by wire transfer of immediately available funds. (2) Physical Certificates. The Company will cause all cash amounts due on any Warrant(s) represented by a Physical Certificate to be paid as follows: (A) if the number of Warrants represented by such Physical Certificate is at least five million (5,000,000) (or such lower amount as the Company may choose in its sole and absolute discretion) and the Holder of such Warrant(s) entitled to the applicable cash amount has delivered to the Company or the Exercise Agent, no later than the Close of Business on the date that is fifteen (15) calendar days immediately before the date payment of such cash amount is due, a written request to receive payment by wire transfer to an account of such Holder within the United States, by wire transfer of immediately available funds to such account; provided, however, that such written request may instead be included in the related Exercise Notice, if applicable; and (B) in all other cases, by check mailed to the address of such Holder set forth in the Register. (f) Registrar and Exercise Agent. (i) Generally. The Company will maintain (1) an office or agency in the continental United States where Warrants may be presented for registration of transfer or for exchange (the “Registrar”); and (2) an office or agency in the continental United States where Warrants may be presented for Exercise (the “Exercise Agent”). If the Company fails to maintain a Registrar or Exercise Agent, then the Warrant Agent will act as such. For the avoidance of doubt, the Company or any of its Subsidiaries may act as Registrar or Exercise Agent. Notwithstanding anything to the contrary in this Section 3(f)(i) or in Section 3(f)(iii), each of the Registrar and Exercise Agent with respect to any Warrant represented by a Global Certificate must at all times be a Person that is eligible to act in that capacity under the Depositary Procedures. (ii) Duties of the Registrar. The Company will cause the Registrar to keep a record (the “Register”) of the names and addresses of the Holders, the number of Warrants held by each Holder and the transfer, exchange and Exercise of the Warrants. Absent manifest error, the entries in the Register will be conclusive and the Company and each Agent may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable of being converted into written form reasonably promptly. The Registrar will provide a copy of the Register to any Holder upon its request as soon as reasonably practicable.

 - 14 - (iii) Co-Agents; Company’s Right to Appoint Successor Agents. The Company may appoint one or more co-Registrars and co-Exercise Agents, each of whom will be deemed to be a Registrar or Exercise Agent, as applicable, under this Warrant Agreement. Subject to Section 3(f)(i), the Company may change the Warrant Agent (subject to, and in compliance with, Section 9(h)) or any Registrar or Exercise Agent (including appointing itself or any of its Subsidiaries to act as a Registrar or Exercise Agent) without notice to any Holder; provided, however, that the Company will not remove a Person acting as Warrant Agent under this Warrant Agreement until and unless a successor has been appointed and has accepted such appointment. Upon the request of any Holder, the Company will notify such Holder of the name and address of each Agent or co-Agent. (iv) Initial Appointments. The Company appoints the Warrant Agent as the initial Registrar and the initial Exercise Agent. (g) Legends. (i) Global Certificate Legend. Each Global Certificate will bear the Global Certificate Legend (or any similar legend, not inconsistent with this Warrant Agreement, required by the Depositary for such Global Certificate). (ii) Restricted Security Legend. (1) each Certificate representing any Warrant that is a Transfer- Restricted Security will bear the Restricted Security Legend; and (2) if any Warrant (such Warrant being referred to as the “new Warrant” for purposes of this Section 3(g)(ii)(2)) is issued in exchange for, or in substitution of, other Warrant(s), or to effect the Exercise of less than all of the Warrants represented by any Certificate (such other Warrant(s) or Exercised Warrant(s), as applicable, being referred to as the “old Warrant(s)” for purposes of this Section 3(g)(ii)(2)), including pursuant to Section 3(h)(ii), 3(h)(iii), 3(i) or 3(j), then the Certificate representing such new Warrant will bear the Restricted Security Legend if the Certificate representing such old Warrant(s) bore the Restricted Security Legend at the time of such exchange or substitution, or on the related Exercise Date with respect to such Exercise, as applicable; provided, however, that the Certificate representing such new Warrant need not bear the Restricted Security Legend if such new Warrant does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Exercise Date, as applicable. (iii) Other Legends on Certificates. The Certificate representing any Warrant may bear any other legend or text, not inconsistent with this Warrant Agreement, as may be required by applicable law or by any securities exchange or automated quotation system on which such Warrant is traded or quoted or as may be otherwise reasonably determined by the Company to be appropriate. (iv) Acknowledgement and Agreement by the Holders. A Holder’s acceptance of any Warrant represented by a Certificate bearing any legend required by this Section 3(g) will constitute such Holder’s acknowledgement of, and agreement to comply with, the

 - 15 - restrictions set forth in such legend. (v) Legends on Exercise Shares. (1) Each Exercise Share will bear a legend substantially to the same effect as the Restricted Security Legend; provided, however, that such Exercise Share need not bear such a legend if the Company determines, in its reasonable discretion, that such Exercise Share need not bear such a legend. (2) Notwithstanding anything to the contrary in Section 3(g)(v)(1), an Exercise Share need not bear a legend pursuant to Section 3(g)(v)(1) if such Exercise Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company takes measures (including, if applicable, the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in such legend. (h) Transfers and Exchanges; Transfer Taxes; Certain Transfer Restrictions. (i) Provisions Applicable to All Transfers and Exchanges. (1) Generally. Subject to this Section 3(h), any Warrant(s) represented by a Physical Certificate, and beneficial interests in Global Certificates representing any Warrant(s), may be transferred or exchanged from time to time and the Company will cause the Registrar to record each such transfer or exchange in the Register. (2) No Services Charge; Transfer Taxes. The Company and the Agents will not impose any service charge on any Holder for any transfer, exchange or Exercise of any Warrant, but the Company, the Warrant Agent, the Registrar and the Exercise Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or Exercise of any Warrant, other than exchanges pursuant to Section 3(i) or Section 7(e) not involving any transfer. (3) No Transfers or Exchanges of Fractional Warrants. Notwithstanding anything to the contrary in this Warrant Agreement, all transfers or exchanges of Warrants must be in an amount representing a whole number of Warrants, and no fractional Warrant may be transferred or exchanged. (4) Legends. Each Certificate representing any Warrant that is issued upon transfer of, or in exchange for, another Warrant will bear each legend, if any, required by Section 3(g). (5) Settlement of Transfers and Exchanges. Upon satisfaction of the requirements of this Warrant Agreement to effect a transfer or exchange of any Warrant, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction.

 - 16 - (6) Exchanges to Remove Transfer Restrictions. For the avoidance of doubt, and subject to the terms of this Warrant Agreement, as used in this Section 3(h), an “exchange” of a Certificate includes (x) an exchange effected for the sole purpose of removing any Restricted Security Legend affixed to such Certificate; and (y) if such Certificate is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Certificate to be identified by an “unrestricted” CUSIP number. (ii) Transfers and Exchanges of Warrants Represented by Global Certificates. (1) Subject to the immediately following sentence, no Warrant represented by a Global Certificate may be transferred or exchanged in whole except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary; or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Warrant represented by a Global Certificate may be transferred to, or exchanged for, any Warrant represented by one or more Physical Certificates; provided, however, that a Global Certificate will be exchanged, pursuant to customary procedures, for one or more Physical Certificates if: (A) (x) the Depositary notifies the Company, the Warrant Agent or the Registrar that the Depositary is unwilling or unable to continue as Depositary for such Global Certificate or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and, in each case, the Company fails to appoint a successor Depositary within ninety (90) days of such notice or cessation; or (B) the Company, in its sole discretion, permits the exchange of any beneficial interest in such Global Certificate for Warrant(s) represented by one or more Physical Certificates at the request of the owner of such beneficial interest. (2) Upon satisfaction of the requirements of this Warrant Agreement to effect a transfer or exchange of any Warrant(s) represented by a Global Certificate: (A) the Company will cause the Registrar to reflect any resulting decrease of the number of Warrants represented by such Global Certificate by notation on the “Schedule of Exchanges of Interests in the Global Certificate” forming part of such Global Certificate (and, if such notation results in such Global Certificate representing zero Warrants, then the Company may (but is not required to) instruct the Registrar to cancel such Global Certificate pursuant to Section 3(l)); (B) if required to effect such transfer or exchange, then the Company will cause the Registrar to reflect any resulting increase of the number of Warrants represented by any other Global Certificate by notation on the “Schedule of Exchanges of Interests in the Global Certificate”

 - 17 - forming part of such other Global Certificate; (C) if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and cause the Warrant Agent to countersign, in each case in accordance with Section 3(d), a new Global Certificate bearing each legend, if any, required by Section 3(g); and (D) if the Warrant(s) represented by such Global Certificate, or any beneficial interest therein, is to be exchanged for Warrant(s) represented by one or more Physical Certificates, then the Company will issue, execute and deliver, and cause the Warrant Agent to countersign, in each case in accordance with Section 3(d), one or more Physical Certificates that (x) each represent a whole number of Warrants and, in the aggregate, represent a total number of Warrants equal to the number of Warrants represented by such Global Certificate that are to be so exchanged; (y) are registered in such name(s) as the Depositary specifies (or as otherwise determined pursuant to customary procedures); and (z) bear each legend, if any, required by Section 3(g). (3) Each transfer or exchange of a beneficial interest in any Global Certificate will be made in accordance with the Depositary Procedures. (iii) Transfers and Exchanges of Warrants Represented by Physical Certificates. (1) Subject to this Section 3(h), a Holder of any Warrant(s) represented by a Physical Certificate may (x) transfer any whole number of such Warrant(s) to one or more other Person(s); (y) exchange any whole number of such Warrant(s) for an equal number of Warrants represented by one or more other Physical Certificates; and (z) if then permitted by the Depositary Procedures, transfer any whole number of such Warrant(s) in exchange for a beneficial interest in the same number of Warrants represented by one or more Global Certificates; provided, however, that, to effect any such transfer or exchange, such Holder must: (A) surrender such Physical Certificate representing the Warrant(s) to be transferred or exchanged to the office of the Registrar, together with any endorsements or transfer instruments reasonably required by the Company or the Registrar; and (B) deliver such certificates, documentation or evidence as may be required pursuant to Section 3(h)(iv). (2) Upon the satisfaction of the requirements of this Warrant Agreement to effect a transfer or exchange of any whole number of a Holder’s Warrant(s) represented by a Physical Certificate (such Physical Certificate being referred to as the “old Physical Certificate” for purposes of this Section 3(h)(iii)(2)): (A) such old Physical Certificate will be promptly cancelled pursuant to Section 3(l);

 - 18 - (B) if only part of the Warrants represented by such old Physical Certificate is to be so transferred or exchanged, then the Company will issue, execute and deliver, and cause the Warrant Agent to countersign, in each case in accordance with Section 3(d), one or more Physical Certificates that (x) each represent a whole number of Warrants and, in the aggregate, represent a total number of Warrants equal to the number of Warrants represented by such old Physical Certificate not to be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 3(g); (C) in the case of a transfer: (I) to the Depositary or a nominee thereof that will hold its interest in the Warrant(s) to be so transferred in the form of one or more Global Certificates, the Company will cause the Registrar to reflect an increase in the number of Warrants represented by one or more existing Global Certificates by notation on the “Schedule of Exchanges of Interests in the Global Certificate” forming part of such Global Certificate(s), which increase(s) are each in whole numbers of Warrants and aggregate to the total number of Warrants to be so transferred, and which Global Certificate(s) bear each legend, if any, required by Section 3(g); provided, however, that if such transfer cannot be so effected by notation on one or more existing Global Certificates (whether because no Global Certificates bearing each legend, if any, required by Section 3(g) then exist, because any such increase will result in any Global Certificate representing a number of Warrants exceeding the maximum number permitted by the Depositary or otherwise), then the Company will issue, execute and deliver, and cause the Warrant Agent to countersign, in each case in accordance with Section 3(d), one or more Global Certificates that (x) each represent a whole number of Warrants and, in the aggregate, represent a total number of Warrants equal to the number of Warrants that are to be so transferred but that are not effected by notation as provided above; and (y) bear each legend, if any, required by Section 3(g); and (II) to a transferee that will hold its interest in the Warrant(s) to be so transferred in the form of one or more Physical Certificates, the Company will issue, execute and deliver, and cause the Warrant Agent to countersign, in each case in accordance with Section 3(d), one or more Physical Certificates that (x) each represent a whole number of Warrants and, in the aggregate, represent a total number of Warrants equal to the number of Warrants to be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if any, required by Section 3(g); and

 - 19 - (D) in the case of an exchange, the Company will issue, execute and deliver, and cause the Warrant Agent to countersign, in each case in accordance with Section 3(d), one or more Physical Certificates that (x) each represent a whole number of Warrants and, in the aggregate, represent a total number of Warrants equal to the number of Warrants to be so exchanged; (y) are registered in the name of the Person to whom such old Physical Certificate was registered; and (z) bear each legend, if any, required by Section 3(g). (iv) Requirement to Deliver Documentation and Other Evidence. If a Holder of any Warrant that is identified by a “restricted” CUSIP number or is a Transfer-Restricted Security, or that is represented by a Certificate that bears a Restricted Security Legend, requests to: (1) cause such Warrant to be identified by an “unrestricted” CUSIP number; (2) remove such Restricted Security Legend; or (3) register the transfer of such Warrant to the name of another Person, then the Company and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company and the Registrar such certificates or other documentation or evidence as the Company and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws. (v) Transfers of Warrants Subject to Exercise. Notwithstanding anything to the contrary in this Warrant Agreement, the Company and the Registrar will not be required to register the transfer of or exchange any Warrant that has been surrendered for Exercise. (vi) Signature Guarantees. A party requesting transfer of Warrants or Common Stock must provide any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. (i) Exchange and Cancellation of Exercised Warrants. (i) Partial Exercises of Physical Certificates. If fewer than all of a Holder’s Warrants represented by a Physical Certificate (such Physical Certificate being referred to as the “old Physical Certificate” for purposes of this Section 3(i)(i)) are Exercised pursuant to Section 5, then, as soon as reasonably practicable after such old Physical Certificate is surrendered for such Exercise, the Company will cause such old Physical Certificate to be exchanged, pursuant and subject to Section 3(h)(iii), for (1) one or more Physical Certificates that each represent a whole number of Warrants and, in the aggregate, represent a total number of Warrants equal to the number of Warrants represented by such old

 - 20 - Physical Certificate that are not to be so Exercised and deliver such Physical Certificate(s) to such Holder; and (2) a Physical Certificate representing a whole number of Warrants equal to the number of Warrants represented by such old Physical Certificate that are to be so Exercised, which Physical Certificate will be Exercised pursuant to the terms of this Warrant Agreement; provided, however, that the Physical Certificate referred to in this clause (2) need not be issued at any time after which the Warrant(s) that would otherwise be represented by such Physical Certificate would be deemed to cease to be outstanding pursuant to Section 3(n). (ii) Cancellation of Warrants That Are Exercised. (1) Physical Certificates. If a Holder’s Warrant(s) represented by a Physical Certificate (or any portion thereof that has not theretofore been exchanged pursuant to Section 3(i)(i)) (such Physical Certificate being referred to as the “old Physical Certificate” for purposes of this Section 3(i)(ii)(1)) are Exercised pursuant to Section 5, then, promptly after the later of the time such Warrant(s) are deemed to cease to be outstanding pursuant to Section 3(n) and the time such old Physical Certificate is surrendered for such Exercise, (A) such old Physical Certificate will be cancelled pursuant to Section 3(l); and (B) in the case of a partial Exercise, the Company will issue, execute and deliver to such Holder, and cause the Warrant Agent to countersign, in each case in accordance with Section 3(d), one or more Physical Certificates that (x) each represent a whole number of Warrants and, in the aggregate, represent a total number of Warrants equal to the number of Warrants represented by such old Physical Certificate that are not to be so Exercised; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 3(g). (2) Global Certificates. If a Holder’s Warrant(s) represented by a Global Certificate (or any portion thereof) are Exercised pursuant to Section 5, then, promptly after the time such Warrant(s) are deemed to cease to be outstanding pursuant to Section 3(n), the Company will cause the Registrar to reflect a decrease of the number of Warrants represented by such Global Certificate in an amount equal to the number of Warrants represented by such Global Certificate that are to be so Exercised by notation on the “Schedule of Exchanges of Interests in the Global Certificate” forming part of such Global Certificate (and, if the number of Warrants represented by such Global Certificate is zero following such notation, cancel such Global Certificate pursuant to Section 3(l)). (j) Replacement Certificates. Warrant Agent shall issue replacement Warrants in a form mutually agreed to by Warrant Agent and the Company for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Warrant Agent of an open penalty surety bond reasonably satisfactory to it and holding it and Company harmless, absent notice to Warrant Agent that such certificates have been acquired by a bona fide purchaser. Warrant Agent may, at its option, issue replacement Warrants for mutilated certificates upon presentation thereof without such indemnity. Every replacement Warrant issued pursuant to this Section 3(j) will, upon such replacement, be deemed to be an outstanding Warrant, entitled to all of the benefits of this Warrant Agreement equally and ratably with all other Warrants then outstanding.

 - 21 - (k) Registered Holders; Certain Rights with Respect to Global Certificates Only the Holder of any Warrant(s) will have rights under this Warrant Agreement as the owner of such Warrant(s). Without limiting the generality of the foregoing, Depositary Participants, as such, will have no rights under this Warrant Agreement with respect to the Warrant(s) represented by any Global Certificate held on their behalf by the Depositary or its nominee, or by the Warrant Agent as its custodian, and the Company and the Agents, and their respective agents, may treat the Depositary or its nominee as the absolute owner of the Warrant(s) represented by such Global Certificate for all purposes whatsoever; provided, however, that (i) the Holder of any Warrant represented by any Global Certificate may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Warrants through Depositary Participants, to take any action that such Holder is entitled to take with respect to the Warrant represented by such Global Certificate under this Warrant Agreement; and (ii) the Company and the Agents, and their respective agents, may give effect to any written certification, proxy or other authorization furnished by the Depositary. (l) Cancellation. The Company may at any time deliver any Warrant to the Registrar for cancellation in accordance with the terms of this Agreement. The Warrant Agent and the Exercise Agent will forward to the Registrar each Warrant duly surrendered to them for transfer, exchange, payment or Exercise. The Company will cause the Registrar to promptly cancel all Warrants so surrendered to it in accordance with its customary procedures. (m) Warrants Held by the Company or its Affiliates. Without limiting the generality of Section 3(n) in determining whether the Holders of the number of Warrants exercisable for the required number of Exercise Shares have concurred in any direction, waiver or consent, Warrants owned by the Company or any of its Affiliates will be deemed not to be outstanding. (n) Outstanding Warrants. (i) Generally. The Warrants that are outstanding at any time will be deemed to be those Warrants that, at such time, have been duly executed by the Company and countersigned by the Warrant Agent, excluding those Warrants that have theretofore been (1) cancelled by the Registrar or delivered to the Registrar for cancellation in accordance with Section 3(l); (2) assigned a number of outstanding Warrants of zero by notation on the “Schedule of Exchanges of Interests in the Global Certificate” forming part of the Global Certificate representing such Warrants; (3) paid or settled in full upon their Exercise in accordance with this Warrant Agreement; or (4) deemed to cease to be outstanding to the extent provided in, and subject to, clause (ii), (iii) or (iv) of this Section 3(n). (ii) Replaced Warrants. If any Certificate representing any Warrant is replaced pursuant to Section 3(j), then such Warrant will cease to be outstanding at the time of such replacement, unless the Warrant Agent, the Registrar and the Company receive proof reasonably satisfactory to them that such Warrant is held by a “bona fide purchaser” under applicable law. (iii) Exercised Warrants. If any Warrant(s) are Exercised, then, at the Close of

 - 22 - Business on the Exercise Date for such Exercise (unless there occurs a default in the delivery of the Exercise Consideration due pursuant to Section 5 upon such Exercise): (1) such Warrant(s) will be deemed to cease to be outstanding; and (2) the rights of the Holder(s) of such Warrant(s), as such, will terminate with respect to such Warrant(s), other than the right to receive such Exercise Consideration as provided in Section 5. (iv) Warrants Remaining Unexercised as of the Exercise Period Expiration Date. If any Warrant(s) are otherwise outstanding as of the Close of Business on the Exercise Period Expiration Date, then such Warrant(s) will cease to be outstanding as of immediately after the Close of Business on the Exercise Period Expiration Date. (o) CUSIP and ISIN Numbers. The Company may use one or more CUSIP or ISIN numbers to identify any Warrant(s), and, if so, the Company and the Warrant Agent will use such CUSIP or ISIN number(s) in notices to Holders; provided, however, that (i) the Warrant Agent makes no representation as to the correctness or accuracy of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be affected by any defect in, or omission of, any such CUSIP or ISIN number. Section 4. NO RIGHT OF REDEMPTION BY THE COMPANY. The Company does not have the right to redeem the Warrants at its election. Section 5. EXERCISE OF WARRANTS. (a) Exercise at the Option of the Holders. (i) Exercise Right; When Warrants May Be Submitted for Exercise. Subject to Section 5(b)(i)(4), and the limitations on exercise in Section 5(f)(i), Holders will have the right to submit all, or any whole number of Warrants that is less than all, of their Warrants for exercise (an “Exercise”) at any time during the Exercise Period. Each Exercise Notice submitted by a Holder may only be submitted on behalf of a single Economic Interest Holder of the Warrants. (ii) Exercises of Fractional Warrants Not Permitted. Notwithstanding anything to the contrary in this Warrant Agreement, in no event will any Holder be entitled to Exercise a number of Warrants that is not a whole number. (b) Exercise Procedures. (i) Requirements for Holders to Exercise Their Exercise Right. (1) Global Certificates. To Exercise a beneficial interest in a Global Certificate, the owner of such beneficial interest must (x) comply with the Depositary Procedures for exercising such beneficial interest (at which time such Exercise will become irrevocable); (y) (subject to Section 5(g) and Section 5(f)(ii)) pay the Aggregate Strike Price for such Exercise in accordance with Section 5(b)(i)(3); and (z) if applicable, pay any documentary or other taxes pursuant to

 - 23 - Section 6(d). (2) Physical Certificates. To Exercise any Warrant represented by a Physical Certificate, the Holder of such Warrant must (v) complete, manually sign and deliver to the Exercise Agent an Exercise Notice; (w) deliver such Physical Certificate to the Exercise Agent (at which time such Exercise will become irrevocable); (x) furnish any endorsements and transfer documents that the Company or the Exercise Agent may require; (y) (subject to Section 5(g)) pay the Aggregate Strike Price for such Exercise in accordance with Section 5(b)(i)(3); and (z) if applicable, pay any documentary or other taxes pursuant to Section 6(d). (3) Payment of Strike Price. Subject to Section 5(f)(ii) and Section 5(g), the Holder of an Exercised Warrant will pay the Aggregate Strike Price for such Exercise to the Company in cash, by Federal Funds wire transfer of immediately available funds to the account of the Warrant Agent set forth in Exhibit D hereto (or such other account in the United States as the Warrant Agent may hereafter provide to such Holder pursuant to Section 10(a)) or by certified or official bank check payable to the order of the Warrant Agent and delivered to the Warrant Agent at its principal executive offices in the United States. Such payment will be deemed to have been made on the date such Aggregate Strike Price is actually received by the Warrant Agent (or, in the case of payment by certified or official bank check, on the date the Warrant Agent receives such check at its principal executive offices in the United States). (4) Exercise Permitted only During Business Hours. Warrants may be surrendered for Exercise only after the Open of Business and before the Close of Business on a day that is a Business Day that occurs during the Exercise Period. (ii) When Holders Become Stockholders of Record of the Shares of Common Stock Issuable Upon Exercise. The Person in whose name any share of Common Stock is issuable upon Exercise of any Warrant will be deemed to become the holder (of record or through the facilities of the applicable Depositary, as appliable) of such share as of the Close of Business on the Exercise Date for such Exercise. (iii) Exercise Agent to Notify Company of Exercises. If any Warrant is submitted for Exercise to the Exercise Agent or the Exercise Agent receives any Exercise Notice with respect to any Warrant, then the Exercise Agent will promptly (and, in any event, no later than the date the Exercise Agent receives such Warrant or Exercise Notice) notify the Company and the Warrant Agent of such occurrence, together with any other information reasonably requested by the Company, and will cooperate with the Company to determine the Exercise Date for such Warrant. The Warrant Agent shall forward funds received for warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company. (c) Settlement Upon Exercise. (i) Exercise Consideration. Subject to Section 5(c)(ii), Section 5(f), Section

 - 24 - 5(g) and Section 8(b), the consideration due upon settlement of the Exercise of each Warrant will consist of a number of shares of Common Stock equal to the Warrant Entitlement in effect immediately after the Close of Business on the Exercise Date for such Exercise. (ii) Payment of Cash in Lieu of any Fractional Share of Common Stock. Subject to Section 8(b), in lieu of delivering any fractional share of Common Stock otherwise due upon Exercise of any Warrant, the Company will pay cash based on the Last Reported Sale Price per share of Common Stock on the Exercise Date for such Exercise (or, if such Exercise Date is not a Trading Day, the immediately preceding Trading Day). For the avoidance of doubt, the Company will be responsible for paying cash in lieu of fractional shares. (iii) Delivery of Exercise Consideration. Except as provided in Sections 5(d)(i)(3)(B), 5(d)(i)(5) and 5(g)(i)(C), the Company will pay or deliver, as applicable, the Exercise Consideration due upon Exercise of any Warrant on or before the second (2nd) Business Day immediately after the Exercise Date for such Exercise. (d) Strike Price and Warrant Entitlement Adjustments. (i) Events Requiring an Adjustment to the Strike Price and the Warrant Entitlement. Each of the Strike Price and the Warrant Entitlement will be adjusted from time to time as follows: (1) Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5(g) will apply), then the Strike Price will be adjusted based on the following formula (with a corresponding adjustment to the Warrant Entitlement pursuant to Section 5(d)(i)(8)): 1 0 01 OS OS SPSP  where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately

 - 25 - before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination. If any dividend, distribution, stock split or stock combination of the type described in this Section 5(d)(i)(1) is declared or announced, but not so paid or made, then each of the Strike Price and the Warrant Entitlement will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced. (2) Rights, Options and Warrants. If the Company distributes, to all or substantially all holders of Common Stock, rights, options or warrants (other than (x) rights issued or otherwise distributed pursuant to a stockholder rights plan; or (y) pursuant to a Degressive Issuance for which an adjustment to the Strike Price is required (or would be required without regard to Section 5(d)(iii)) pursuant to Section 5(d)(i)(6)) entitling such holders, for a period of not more than sixty (60) calendar days after the Record Date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then the Strike Price will be adjusted based on the following formula (with a corresponding adjustment to the Warrant Entitlement pursuant to Section 5(d)(i)(8)): XOS YOS SPSP    01 where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; OS = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date; Y = a number of shares of Common Stock obtained by dividing (x) the

 - 26 - aggregate price payable to exercise such rights, options or warrants by (y) the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced; and X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants. To the extent such rights, options or warrants are not so distributed, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto for such distribution been made on the basis of only the rights, options or warrants, if any, actually distributed. In addition, to the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto for such distribution been made on the basis of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights, options or warrants. For purposes of this Section 5(d)(i)(2), in determining whether any rights, options or warrants entitle holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights, options or warrants is announced, and in determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if not cash, to be determined by the Board of Directors. (3) Spin-Offs and Other Distributed Property. (A) Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of the Company’s indebtedness or other assets or property of the Company, or rights, options or warrants to acquire the Company’s Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding: (I) dividends, distributions, rights, options or warrants for which an adjustment to the Strike Price is required (or would be required without regard to Section 5(d)(iii)) pursuant to Section 5(d)(i)(1) or 5(d)(i)(2); (II) dividends or distributions paid exclusively in cash

 - 27 - for which an adjustment to the Strike Price is required (or would be required without regard to Section 5(d)(iii)) pursuant to Section 5(d)(i)(4); (III) rights issued or otherwise distributed pursuant to a stockholder rights plan; (IV) Spin-Offs for which an adjustment to the Strike Price is required (or would be required without regard to Section 5(d)(iii)) pursuant to Section 5(d)(i)(3)(B); (V) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5(d)(i)(5) will apply; (VI) a distribution solely pursuant to a Common Stock Change Event, as to which Section 5(g) will apply; and (VII) any distribution pursuant to a Degressive Issuance for which an adjustment to the Strike Price is required (or would be required without regard to Section 5(d)(iii)) pursuant to Section 5(d)(i)(6), then the Strike Price will be adjusted based on the following formula (with a corresponding adjustment to the Warrant Entitlement pursuant to Section 5(d)(i)(8)): P FMVP SPSP   01 where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; P = the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and FMV = the fair market value (as determined by Board of Directors), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant

 - 28 - to such distribution; provided, however, that, if FMV is equal to or greater than P, then, in lieu of the foregoing adjustment to the Strike Price (and the corresponding adjustment to the Warrant Entitlement pursuant to Section 5(d)(i)(8)), each Holder will receive, for each Warrant held by such Holder on the Record Date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received in such distribution if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the Warrant Entitlement in effect on such Record Date. To the extent such distribution is not so paid or made, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid. (B) Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 5(g) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5(d)(i)(5) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then the Strike Price will be adjusted based on the following formula (with a corresponding adjustment to the Warrant Entitlement pursuant to Section 5(d)(i)(8)): PFMV P SPSP   01 where: SP0 = the Strike Price in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off; SP1 = the Strike Price in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period; P = the average of the Last Reported Sale Prices per share of

 - 29 - Common Stock for each Trading Day in the Spin-Off Valuation Period; and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off. Notwithstanding anything to the contrary in this Section 5(d)(i)(3)(B), if any Warrant is Exercised and the Exercise Date for such Exercise occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Exercise Consideration for such Exercise, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Exercise Date. To the extent any dividend or distribution of the type described in this Section 5(d)(i)(3)(B) is declared but not made or paid, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid. (4) Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock, then the Strike Price will be adjusted based on the following formula (with a corresponding adjustment to the Warrant Entitlement pursuant to Section 5(d)(i)(8)): P DP SPSP   01 where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 = the Strike Price in effect immediately after the Open of Business on

 - 30 - such Ex-Dividend Date; P = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; and D = the cash amount distributed per share of Common Stock in such dividend or distribution. provided, however, that, if D is equal to or greater than P, then, in lieu of the foregoing adjustment to the Strike Price (and the corresponding adjustment to the Warrant Entitlement pursuant to Section 5(d)(i)(8)), each Holder will receive, for each Warrant held by such Holder on the Record Date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the Warrant Entitlement in effect on such Record Date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid. (5) Tender Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act), and the value (determined as of the Tender/Exchange Offer Expiration Time by the Board of Directors) of the cash and other consideration paid per share of Common Stock in such tender or exchange offer exceeds the Last Reported Sale Price per share of Common Stock on the Trading Day immediately after the last date (the “Tender/Exchange Offer Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Strike Price will be adjusted based on the following formula (with a corresponding adjustment to the Warrant Entitlement pursuant to Section 5(d)(i)(8)):  1 0 01 OSPAC OSP SPSP    where: SP0 = the Strike Price in effect immediately before the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer; SP1 = the Strike Price in effect immediately after the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation

 - 31 - Period; P = the average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Tender/Exchange Offer Expiration Date; OS0 = the number of shares of Common Stock outstanding immediately before the time (the “Tender/Exchange Offer Expiration Time”) such tender or exchange offer expires (including all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); AC = the aggregate value (determined as of the Tender/Exchange Offer Expiration Time by the Board of Directors) of all cash and other consideration paid for shares of Common Stock purchased or exchanged in such tender or exchange offer; and OS1 = the number of shares of Common Stock outstanding immediately after the Tender/Exchange Offer Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); provided, however, that the Strike Price will in no event be adjusted up pursuant to this Section 5(d)(i)(5), and the Warrant Entitlement will in no event be adjusted down in the corresponding adjustment pursuant to Section 5(d)(i)(8), in each case except to the extent provided in the last paragraph of this Section 5(d)(i)(5). Notwithstanding anything to the contrary in this Section 5(d)(i)(5), if any Warrant is Exercised and the Exercise Date for such Exercise occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Exercise Consideration for such Exercise, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Tender/Exchange Offer Expiration Date for such tender or exchange offer to, and including, such Exercise Date. To the extent such tender or exchange offer is announced but not consummated (including as a result of being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or

 - 32 - exchange offer. (6) Degressive Issuances. If, on or after the Initial Issue Date, the Company issues or otherwise sells any shares of Common Stock, or any Equity- Linked Securities, in each case at an Effective Price per share that is less than the Strike Price in effect as of the date of the issuance or sale of such shares or Equity- Linked Securities (such an issuance or sale, a “Degressive Issuance”), then, effective as of the Close of Business on such date, the Strike Price will be decreased to an amount equal to the greater of (A) such Effective Price per share and (B) $0.34 (which amount is subject to adjustment at the same time and for the same events that the Strike Price is required to be adjusted pursuant to the formulas set forth in any of clauses (1) through (5) of this Section 5(d)(i)); provided, however, that (A) no adjustment will be made pursuant to this Section 5(d)(i)(6) solely as the result of an Exempt Issuance or as a result of any transaction in respect of which an adjustment is made pursuant to any of clauses (1) through (5) of this Section 5(d)(i), (B) the issuance of shares of Common Stock pursuant to the terms of any such Equity-Linked Securities will not constitute an additional issuance or sale of shares of Common Stock for purposes of this sentence, (C) the repricing or amendment of any Equity-Linked Securities (including, for the avoidance of doubt, any Equity-Linked Securities existing as of the Initial Issue Date) will be deemed to be an issuance of additional Equity-Linked Securities, without affecting any prior adjustments theretofore made to the Strike Price, and (D) if any such issuance or sale of Common Stock or Equity-Linked Securities was without consideration, then the Effective Price shall be deemed to be $0.0001 per share. For the avoidance of doubt, there will be no adjustment to Warrant Entitlement as a result of a Degressive Issuance. (7) Fundamental Change Adjustment. For Exercises in connection with a Fundamental Change, the Strike Price will be reduced in certain circumstances. For such Exercises, the Strike Price in effect shall be temporarily reduced to an amount equal to the greater of (x) $0.34 and (y) the Fundamental Change Strike Price. There will be no adjustment to the Warrant Entitlement as a result of an adjustment pursuant to this Section 5(d)(i)(7). An Exercise in connection with a Fundamental Change will be deemed to occur with respect to any Exercise with an Exercise Date occurring within twenty (20) Business Days following the date that the Company issued the press release or filed a report with the SEC containing the Fundamental Change Strike Price, as described below. The Black-Scholes value of a Warrant will be based on a make-whole grid, with time to expiration on the y-axis and future stock price on the x-axis. This value at each node will be calculated using a standard Black-Scholes model with the following inputs: the stock price at the applicable node, the Strike Price, the remaining time in the Exercise Period, an assumed volatility of 80% and a risk-free rate equal to the yield on the 5-year U.S. Treasury security as of the Initial Issue Date. The “Fundamental Change Strike Price” at each node will equal the stock price minus the per-share Black-Scholes value of the Warrant; provided, however, that the Fundamental Change Strike Price shall not be less than $0.34 (which

 - 33 - amount is subject to adjustment at the same time and for the same events that the Strike Price is required to be adjusted pursuant to the formulas set forth in any of clauses (1) through (5) of this Section 5(d)(i)). If the Fundamental Change Strike Price could result in any adjustments to the Strike Price (which, for the avoidance of doubt, will only be the case if the Initial Strike Price is set at a price greater than $0.34), the Company will promptly determine such adjusted Strike Price and issue a press release or file a report with the SEC containing the Fundamental Change Strike Price and applicable make-whole grid. (8) Adjustment to the Warrant Entitlement. If the Strike Price is adjusted pursuant to the formulas set forth in any of clauses (1) through (5) of this Section 5(d)(i) (excluding, for these purposes, a readjustment pursuant to the text following such formulas), then, effective as of the same time at which such adjustment to the Strike Price becomes effective, the Warrant Entitlement will be adjusted to an amount equal to the product of (A) the Warrant Entitlement in effect immediately before such adjustment to the Warrant Entitlement; and (B) the quotient obtained by dividing (x) the Strike Price in effect immediately before such adjustment to the Strike Price by (y) the Strike Price in effect immediately after such adjustment to the Strike Price; provided, however, that the Warrant Entitlement will be subject to readjustment to the extent set forth in such clauses. For purposes of calculating the adjustment to the Warrant Entitlement pursuant to the preceding sentence, the amount set forth in clause (B)(y) of the preceding sentence will be calculated without giving effect to any rounding pursuant to Section 5(d)(vii). For the avoidance of doubt, the Warrant Entitlement will not be adjusted in connection with an adjustment to the Strike Price pursuant to Section 5(d)(i)(6) or Section 5(d)(i)(7). (ii) No Adjustments in Certain Cases. (1) Where Holders Participate in the Transaction or Event Without Exercising. Notwithstanding anything to the contrary in Section 5(d)(i), the Company is not required to adjust the Strike Price or the Warrant Entitlement for a transaction or other event otherwise requiring an adjustment pursuant to Section 5(d)(i) (other than (x) a stock split or combination of the type set forth in Section 5(d)(i)(1), (y) a tender or exchange offer of the type set forth in Section 5(d)(i)(5) or (z) a Degressive Issuance) if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of the Warrants, in such transaction or event without having to Exercise such Holder’s Warrants and as if such Holder had owned, on the Record Date for such transaction or event, a number of shares of Common Stock equal to the product of (i) the number of Warrants held by such Holder on such Record Date; and (ii) the Warrant Entitlement in effect on such Record Date. (2) Certain Events. The Company will not be required to adjust the Strike Price or the Warrant Entitlement except pursuant to Section 5(d)(i). Without limiting the foregoing, and except as provided in Section 5(d)(i)(6) the Company

 - 34 - will not be required to adjust the Strike Price or the Warrant Entitlement on account of: (A) the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan; (B) the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries; (C) the issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible or exchangeable security of the Company outstanding as of the Initial Issue Date; or (D) solely a change in the par value of the Common Stock. (iii) Adjustment Deferral. If an adjustment to the Strike Price and the Warrant Entitlement otherwise required by this Warrant Agreement would result in a change of less than one percent (1%) to the Strike Price, then the Company may, at its election, defer and carry forward such adjustment to the Strike Price and the Warrant Entitlement, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (1) when all such deferred adjustments would, had they not been so deferred and carried forward, result in a change of at least one percent (1%) to the Strike Price; and (2) the Exercise Date of any Warrant. (iv) Adjustments Not Yet Effective. Notwithstanding anything to the contrary in this Warrant Agreement, if: (1) a Warrant is Exercised; (2) the Record Date, effective date or Tender/Exchange Offer Expiration Time for any event that requires an adjustment to the Strike Price pursuant to Section 5(d)(i) has occurred on or before the Exercise Date for such Exercise, but an adjustment to the Strike Price or the Warrant Entitlement for such event has not yet become effective as of such Exercise Date; (3) the Exercise Consideration due upon such Exercise includes any whole shares of Common Stock; and (4) such shares are not entitled to participate in such event (because they were not held on the related Record Date or otherwise), then, solely for purposes of such Exercise, the Company will, without duplication, give effect to such adjustment on such Exercise Date. In such case, if the date on which the Company is otherwise required to deliver the Exercise Consideration due upon such

 - 35 - Exercise is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such Exercise until the second (2nd) Business Day after such first date. (v) Adjustments Where Exercising Holders Participate in the Relevant Transaction or Event. Notwithstanding anything to the contrary in this Warrant Agreement, if: (1) an adjustment to the Strike Price or the Warrant Entitlement for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 5(d)(i); (2) a Warrant is Exercised; (3) the Exercise Date for such Exercise occurs on or after such Ex- Dividend Date and on or before the related Record Date; (4) the Exercise Consideration due upon such Exercise includes any whole shares of Common Stock based on a Strike Price or Warrant Entitlement that is adjusted for such dividend or distribution; and (5) such shares would be entitled to participate in such dividend or distribution (including pursuant to Section 5(b)(ii)), then such adjustment will not be given effect for such Exercise and the shares of Common Stock issuable upon such Exercise based on such unadjusted Strike Price and unadjusted Warrant Entitlement will not be entitled to participate in such dividend or distribution, but there will be added, to the Exercise Consideration otherwise due upon such Exercise, the same kind and amount of consideration that would have been delivered in such dividend or distribution with respect to such shares of Common Stock had such shares been entitled to participate in such dividend or distribution. (vi) Determination of the Number of Outstanding Shares of Common Stock. For purposes of Section 5(d)(i), the number of shares of Common Stock outstanding at any time will (1) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (2) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury). (vii) Rounding of Calculations. All calculations with respect to the Strike Price and adjustments thereto will be made to the nearest cent (with half of one cent rounded upwards), and all calculations with respect to the Warrant Entitlement and adjustments thereto will be made to the nearest 1/10,000th of a share of Common Stock (with 5/100,000ths rounded upward). (viii) Notice of Strike Price and Warrant Entitlement Adjustments. Subject to Section 5(d)(i)(7) with respect to a Fundamental Change Strike Price, upon the effectiveness of any adjustment to the Strike Price or the Warrant Entitlement pursuant to

 - 36 - Section 5(d)(i), the Company will promptly and in any event no later than five (5) Business Days after the date of such effectiveness, send notice to the Holders (with a copy to the Warrant Agent and the Exercise Agent) containing (1) a brief description of the transaction or other event on account of which such adjustment was made; (2) the Strike Price and Warrant Entitlement in effect immediately after such adjustment; and (3) the effective time of such adjustment. The Company further agrees that it will provide to the Warrant Agent with any new or amended exercise terms. The Warrant Agent shall have no obligation under any Section of this Agreement to determine whether an adjustment event has occurred or to calculate any of the adjustments set forth herein. (e) Voluntary Adjustments. (i) Generally. To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but is not required to) decrease the Strike Price by any amount, or increase the Warrant Entitlement by any amount, if (1) the Board of Directors determines that such decrease or increase, as applicable, is in the Company’s best interest or that such decrease or increase, as applicable, is advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase Common Stock as a result of any dividend or distribution of shares (or rights to acquire shares) of Common Stock or any similar event; (2) such decrease or increase, as applicable, is in effect for a period of at least twenty (20) Business Days; and (3) such decrease or increase, as applicable, is irrevocable during such period. (ii) Notice of Voluntary Adjustment. If the Board of Directors determines to decrease the Strike Price or increase the Warrant Entitlement pursuant to Section 5(e)(i), then, no later than the first Business Day of the related twenty (20) Business Day period referred to in Section 5(e)(i), the Company will send notice to each Holder (with a copy to the Warrant Agent and the Exercise Agent) of such decrease or increase, as applicable, quantifying the amount thereof and stating the period during which such decrease or increase, as applicable, will be in effect. (f) Restriction on Exercises. (i) Beneficial Ownership Limitation on Exercise Right. (i) The Company shall not effect any exercise of this Warrant, and the Holder of the Warrant shall not have the right to exercise any portion of the Warrant, and any such exercise shall be null and void and shall be cancelled ab initio and treated as if never made, to the extent that immediately prior to or following the exercise set forth on the applicable Exercise Notice, the Economic Interest Holder, together with the Attribution Parties, collectively beneficially owns or would beneficially own in excess of 4.99% (the “Beneficial Ownership Limitation”) of the Common Stock that would be issued and outstanding immediately after giving effect to the issuance of shares of Common Stock upon such exercise of the Warrant. For purposes of calculating beneficial ownership for determining whether the Beneficial Ownership Limitation is or will be exceeded, the aggregate number of shares of Common Stock beneficially owned by the Economic Interest Holder together with the Attribution Parties, shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination is being made but shall exclude the number of

 - 37 - shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrant beneficially owned by the Economic Interest Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Economic Interest Holder or any of its Attribution Parties (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 5(f)(i), beneficial ownership of the Economic Interest Holder or its Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder. For purposes of this Section 5(f)(i), in determining the number of outstanding shares of Common Stock, an Economic Interest Holder of the Warrant may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Economic Interest Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Economic Interest Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Economic Interest Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. The Holder on the applicable Exercise Notice shall disclose to the Company the number of shares of Common Stock that the Economic Interest Holder, together with the Attribution Parties, beneficially owns. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant would result in the Economic Interest Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation, the number of shares so issued by which the Economic Interest Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Economic Interest Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. If any Excess Shares are issued, as such issuance shall be deemed null and void and shall be cancelled ab initio, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares as soon as reasonably practicable. By written notice to the Company, an Economic Interest Holder of the Warrant may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% specified in such notice; provided that any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. For purposes of clarity, any shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Economic Interest Holder or the Attribution Parties for any purpose including

 - 38 - for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16a- 1(a)(1) under the Exchange Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of Section 5(f)(i) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in Section 5(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder or economic interest holder of this Warrant. Each reference in this Section 5(f)(i) to the term Economic Interest Holder refers to the Economic Interest Holder directing the Holder to exercise the Warrants. (ii) Requisite Shareholder Approval. Notwithstanding anything to the contrary, prior to the Requisite Shareholder Approval Date, the Company will settle Exercises of Warrants with cash on a net-cash basis based on the Last Reported Sale Price on the Exercise Date. (g) Effect of Common Stock Change Event. (i) Generally. If there occurs any: (1) recapitalization, reclassification or change of the Common Stock, other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value or (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities; (2) consolidation, merger, combination or binding or statutory share exchange involving the Company; (3) sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or (4) other similar event, and, as a result of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without taking account any limitations or restrictions on the exercisability of this Warrant and without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary

 - 39 - in this Warrant Agreement, (A) from and after the effective time of such Common Stock Change Event, (I) subject to clauses (B) and (C) below, the consideration due upon Exercise of any Warrant will be determined in the same manner as if each reference to any number of shares of Common Stock in this Section 5 or in Section 6, or in any related definitions, were instead a reference to the same number of Reference Property Units; (B) if such Reference Property Unit includes, but does not consist entirely of, cash (it being understood, for the avoidance of doubt, that clause (C) below will apply instead of this clause (B) if such Reference Property Unit consists entirely of cash), then, from and after the effective time of such Common Stock Change Event, there will be deducted or removed, as applicable, from the Aggregate Strike Price otherwise payable to Exercise any Warrant pursuant to Section 5(b)(i), and from the cash that would otherwise be included in the Exercise Consideration due, pursuant to Section 5(c), to settle such Exercise, a cash amount, per Warrant, equal to the product of (I) the Warrant Entitlement on the Exercise Date for such Exercise; and (II) the lesser of (x) the Strike Price on the Exercise Date for such Exercise; and (y) the amount of cash included in such Reference Property Unit; (C) if such Reference Property Unit consists entirely of cash, then (I) from and after the effective time of such Common Stock Change Event, no payment of the Aggregate Strike Price will be required to Exercise any Warrant; and (II) the Company will settle each Exercise of any Warrant whose Exercise Date occurs on or after the date of the effective time of such Common Stock Change Event by paying, on or before the Business Day immediately after such Exercise Date, cash in an amount, per Warrant, equal to the product of (I) the Warrant Entitlement; and (II) the excess, if any, of (x) the amount of cash included in such Reference Property Unit over (y) the Strike Price (it being understood, for the avoidance of doubt, that the amount set forth in this clause (II) will be zero if the amount set forth in clause (x) is not greater than the amount set forth in clause (y)); and (D) for these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holders and the Warrant Agent of such weighted average as soon as practicable after such determination is made.

 - 40 - (ii) Compliance Cove…