Note Purchase Agreement, dated January 17, 2023, by and between Elicio Therapeutics, Inc. and Angion Biomedica Corp., and Form of Promissory Note

Amount and Terms of the Loan.  Subject to the terms of this Agreement, Purchaser agrees to lend to the Company at each Closing (as hereinafter defined) the amount set forth on the Schedule of Notes attached hereto under the heading “Loan Amount” (each, a “Loan Amount” and collectively, the “Loan”) in the aggregate principal amount of up to $12,500,000 for all Closings, against the issuance and delivery by the Company of a promissory note or notes for such Loan Amount(s) issued with a 20% original issue discount, in substantially the form attached hereto as Exhibit A (each, a “Note” and collectively, the “Notes”).

Additional Closings.  Upon the Company’s delivery to Purchaser of the Company’s audited financial statements for the year ended December 31, 2022, suitable in form and substance for inclusion in the Registration Statement on Form S-4 as contemplated by the Merger Agreement, the Company shall, at the Company’s option, sell one additional Note to Purchaser in the principal amount of $6,250,000 on account of an additional $5,000,000 loan from Purchaser to the Company (the “Additional Closing” and collectively with the Initial Closing, the  “Closings”).  All such sales at such Additional Closing shall be made on the terms and conditions set forth in this Agreement. The Schedule of Notes to this Agreement may be amended by the Company without the consent of Purchaser to reflect the issuance of the additional Note pursuant to the Additional Closing.  Any Notes sold pursuant to this Section 2.2 shall be deemed to be “Notes” for all purposes under this Agreement.

Delivery.  At each Closing (i) Purchaser shall deliver to the Company a check or wire transfer funds in the amount of the Loan Amount; and (ii) the Company shall issue and deliver to Purchaser a Note in favor of Purchaser payable in the principal amount of 125% of the Loan Amount.

Organization.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Offering.  Assuming the accuracy of the representations and warranties of Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Notes are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.

Purchase for Own Account.  Purchaser represents that it is acquiring the Notes solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Notes or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

Information and Sophistication.  Without lessening or obviating the representations and warranties of the Company set forth in Section 3, Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Notes, (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Notes and to obtain any additional information necessary to verify the accuracy of the information given Purchaser and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.

Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

Notices.  All notices required or permitted hereunder shall be made in accordance with Section 10.8 of the Merger Agreement.

Expenses.  The Company and Purchaser shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated herein.

Entire Agreement.  This Agreement, the Schedules hereto and the Exhibits hereto (including each of the Notes) constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof, and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

This note (the “Note”) is issued as part of a series of similar notes (collectively, the “Notes”) to be issued pursuant to the terms of that certain Note Purchase Agreement (the “Agreement”), dated as of January 17, 2023 (the “Agreement Date”), to Holder.  Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in that certain Agreement and Plan of Merger and Reorganization, dated as of January 17, 2023 (the “Merger Agreement”), by and among Payor, Holder and Arkham Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holder.

Upon the consummation of the Contemplated Transactions, all obligations owed by the Company under this Note shall be automatically forgiven, and the Reduced Principal and any accrued and unpaid interest thereon outstanding at such time shall be credited toward the Parent Net Cash, as provided in the Merger Agreement.

Following the termination of the Merger Agreement (i) as a result of Holder’s breach of the Merger Agreement pursuant to Section 9.1(i) of the Merger Agreement, (ii) the failure to obtain Holder’s requisite stockholder vote for the Contemplated Transactions pursuant to Section 9.1(e) of the Merger Agreement, or (iii) due to the End Date having been reached pursuant to Section 9.1(b) of the Merger Agreement, if the Company agrees, on or prior to the Maturity Date, to engage in a Subsequent Transaction, Holder may elect at its option to convert (x) the Reduced Principal and any accrued and unpaid interest thereon with respect to any outstanding amounts (if the Merger Agreement is terminated as a result of Holder’s breach of the Merger Agreement pursuant to Section 9.1(i) of the Merger Agreement), or (y) the Bridge Note Principal with respect to any outstanding amounts (if the Merger Agreement is terminated as a result of the failure to obtain Holder’s requisite stockholder vote for the Contemplated Transactions pursuant to Section 9.1(e) of the Merger Agreement or the Contemplated Transactions are not consummated by the End Date pursuant to Section 9.1(b) of the Merger Agreement), in either case, into shares of the Company’s common stock at a conversion price per share representing a $95,000,000 pre-conversion valuation of the Company’s fully-diluted equity capital, such conversion to be effective upon or immediately prior to the consummation of such Subsequent Transaction.  For purposes of this Note, the Company’s “fully-diluted equity capital” (currently approximately 368.4 million shares), includes all shares available for issuance under equity incentive plans and will be determined without giving effect to any future decreases in the number of shares available for issuance under such plans. In connection with such election to convert this Note, Holder shall cancel and surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company in connection with such conversion.  The Company shall not be required to issue or deliver to Holder the common stock into which this Note may convert until Holder has canceled and surrendered this Note to the Company and delivered to the Company any such documentation.  Upon and in connection with the conversion of this Note into common stock pursuant to the terms hereof, in lieu of any fractional shares to which Holder would otherwise be entitled, the Company shall pay Holder cash equal to such fraction multiplied by the price at which this Note converts on a per share basis.

This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

This Note shall terminate (other than any provisions which specifically survive termination) and be canceled upon the payment in full in cash of all obligations owed under this Note, including the principal balance, all accrued interest therein and any fees and expenses.