Securities Purchase Agreement, dated as of May 25, 2023, by and among Lyra Therapeutics, Inc. and the Investors named therein

LYRA THERAPEUTICS, INC.

/s/ Maria Palasis

Name: Maria Palasis, Ph.D.

Title: Chief Executive Officer

EX-10.1 5 d515559dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Execution Version

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2023 by and among Lyra Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).

RECITALS

A. The Company and each Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “1933 Act”), and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

B. Each Investor wishes to purchase from the Company, and the Company wishes to sell and issue to such Investor, upon the terms and subject to the conditions stated in this Agreement, (i) that number of shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) specified opposite such Investor’s name on Exhibit A attached hereto under the heading “Number of Shares” (the “Share Number”) and/or a pre-funded warrant to purchase that number of shares of Common Stock specified opposite such Investor’s name on Exhibit A attached hereto under the heading “Number of Shares Underlying Pre-Funded Warrants” (the “Pre-Funded Warrant Share Number”, and the sum of the Pre-Funded Warrant Share Number and the Share Number, the “Specified Base Share Number”), in substantially the form attached hereto as Exhibit B (each, a “Pre-Funded Warrant”)), and (ii) a Common Stock purchase warrant to purchase that number of shares of Common Stock equal to 50% of such Investor’s Specified Base Share Number, in substantially the form attached hereto as Exhibit C (each, a “Purchase Warrant”), all on the terms and subject to the conditions set forth in this Agreement. The shares of Common Stock purchased by Investors pursuant to the terms and conditions hereof are referred to herein as the “Shares”; the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants are referred to herein as the “Pre-Funded Warrant Shares”; the shares of Common Stock issuable upon the exercise of the Purchase Warrants are referred to herein as the “Purchase Warrant Shares”; the Pre-Funded Warrant Shares and the Purchase Warrant Shares are referred to herein, collectively, as the “Warrant Shares”; the Pre-Funded Warrants and the Purchase Warrants are referred to herein, collectively, as the “Warrants”; and the Shares, the Pre-Funded Warrants and the Purchase Warrants, collectively, are referred to herein, collectively, as the “Securities”.

C. Contemporaneously with the sale of the Securities, (A) the parties hereto (other than North Bridge (as defined below) and Perceptive (as defined below)) will execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), pursuant to which the Company will agree to provide certain registration rights in respect of the Shares and the Warrant Shares to be acquired by such parties pursuant hereto (the “RRA Covered Shares”) under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws, and (B) the Company, North Bridge and Perceptive shall enter into (i) that certain Amendment No. 1 to Ninth Amended and Restated Investor Rights Agreement, dated as of the date hereof (“Amendment No. 1”), pursuant to which that certain Ninth Amended and Restated Investor Rights Agreement, dated as of April 7, 2022,

by and between the Company and the investors party thereto (as amended by Amendment No. 1 and as may be further amended and/or restated from time to time, the “Investor Rights Agreement”), shall be amended to provide that the Shares and the Warrant Shares to be acquired by each of North Bridge and Perceptive pursuant hereto (the “IRA Covered Shares”) shall be deemed to be “Registrable Shares” under the Investor Rights Agreement and (ii) a registration rights waiver (the “Investor Rights Agreement Waiver”), pursuant to which each of North Bridge and Perceptive shall waive certain registration rights under the Investor Rights Agreement relating to any registration statement filed by the Company pursuant to the Registration Rights Agreement covering the RRA Covered Shares.

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person.

“Amendment No. 1” has the meaning set forth in the Recitals.

“Business Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

“Closing” has the meaning set forth in Section 3.1.

“Closing Date” has the meaning set forth in Section 3.1.

“Common Stock” has the meaning set forth in the Recitals.

“Common Stock Equivalents” means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company’s Knowledge” means the actual knowledge of any executive officer (as defined in Rule 405 under the 1933 Act) of the Company after due inquiry of all employees in the direct reporting line of such officer.

“Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the 1933 Act, any Person listed in the first paragraph of Rule 506(d)(1).

“Control” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“EDGAR System” has the meaning set forth in Section 4.6.

“Environmental Laws” has the meaning set forth in Section 4.16.

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, consultants or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations), and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“FDA” has the meaning set forth in Section 4.28.

“GAAP” has the meaning set forth in Section 4.18.

“Intellectual Property” means all patents, patent applications, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, trade names, copyrights, trade secrets, licenses, domain names, information and proprietary rights and processes, and all other intellectual property rights in any jurisdiction.

“Investor Questionnaire” has the meaning set forth in Section 3.1.

“Investor Rights Agreement” has the meaning set forth in the Recitals.

“Investor Rights Agreement Waiver” has the meaning set forth in the Recitals.

“IRA Covered Shares” has the meaning set forth in the Recitals.

“Material Adverse Effect” means a circumstance that could reasonably be expected to be, individually or in the aggregate, a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), earnings, business, prospects or properties of the Company and its Subsidiary taken as a whole, (ii) the legality or enforceability of any of the

Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents; provided, however, that in no event shall any of the following occurring after the date hereof, alone or in combination, be deemed to constitute, or be taken into account in determining whether a Material Adverse Effect has occurred: (1) any adverse effect resulting directly or indirectly from general business or economic conditions, except to the extent such general business or economic conditions have a materially disproportionate effect on the Company as compared to companies in the Company’s industry, (2) any change in the Company’s stock price or trading volume, or (3) any effect caused by the announcement or pendency of the transactions contemplated by the Transaction Documents, or the identity of any Investor or any of its Affiliates as the purchaser in connection with the transactions contemplated by this Agreement or the Registration Rights Agreement.

“Material Contract” means any contract, instrument or other agreement to which the Company is a party or by which it is bound which is material to the business of the Company and has been or was required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(10) of Regulation S-K.

“Nasdaq” means The Nasdaq Global Market.

“North Bridge” means, collectively, North Bridge Venture Partners V-A, L.P., North Bridge Venture Partners V-B, L.P. and North Bridge Venture Partners IV, L.P.

“Perceptive” means, collectively, Perceptive Life Sciences Master Fund, Ltd. and Perceptive LS (A), LLC.

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“Placement Agents” means Cantor Fitzgerald & Co., William Blair & Company, L.L.C. and H.C. Wainwright & Co., LLC.

“Pre-Funded Warrants” has the meaning set forth in the Recitals.

“Pre-Funded Warrant Investor” means any Investor purchasing Pre-Funded Warrants (whether or not purchasing any Shares) hereunder.

“Pre-Funded Warrant Shares” has the meaning set forth in the Recitals.

“Pre-Funded Warrant Subscription Amount” means, as to a Pre-Funded Warrant Investor, the aggregate amount to be paid for the Pre-Funded Warrants purchased hereunder as specified opposite such Investor’s name on Exhibit A attached hereto, under the heading “Aggregate Purchase Price of Pre-Funded Warrants,” in U.S. Dollars and in immediately available funds.

“Press Release” has the meaning set forth in Section 9.7.

“Purchase Warrants” has the meaning set forth in the Recitals.

“Registration Rights Agreement” has the meaning set forth in the Recitals.

“Required Investors” means the holders of a majority of the RRA Covered Shares and IRA Covered Shares, voting together as a single class, for so long as such shares remain “Registrable Securities” under the Registration Rights Agreement or “Registrable Shares” under the Investor Rights Agreement, respectively.

“RRA Covered Shares” has the meaning set forth in the Recitals.

“SEC” has the meaning set forth in the Recitals.

“SEC Filings” has the meaning set forth in Section 4.8.

“Securities” has the meaning set forth in the Recitals.

“Selling Stockholder Questionnaire” has the meaning set forth in Section 3.1.

“Shares” has the meaning set forth in the Recitals.

“Share Investor” means any Investor purchasing Shares (whether or not purchasing any Pre-Funded Warrants) hereunder.

“Shares Subscription Amount” means as to a Share Investor, the aggregate amount to be paid for the Shares purchased hereunder as specified opposite such Investor’s name on Exhibit A attached hereto, under the heading “Aggregate Purchase Price of Shares,” in U.S. Dollars and in immediately available funds.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the 1934 Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Subscription Amount” means, as to any Investor, the sum of the Shares Subscription Amount and the Pre-Funded Warrants Subscription Amount, which Subscription Amount shall be set forth opposite such Investor’s name on Exhibit A attached hereto under the heading “Aggregate Total Purchase Price of Securities”.

“Subsidiaries” has the meaning set forth in Section 4.1.

“Trading Day” means a day on which Nasdaq is open for trading.

“Transaction Documents” means this Agreement and the Registration Rights Agreement.

“Transfer Agent” has the meaning set forth in Section 7.5.

“Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or

quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price; provided, however, that in no circumstance shall any “at-the-market offering” (as defined in Rule 415(a)(4) of the Securities Act Regulations) be deemed to be a “Variable Rate Transaction” hereunder.

“Warrant Shares” has the meaning set forth in the Recitals.

“1933 Act” has the meaning set forth in the Recitals.

“1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

2. Purchase and Sale of the Securities. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company will issue and sell to each Investor, and such Investor will purchase, severally with each other Investor and not jointly, (i) the number of Shares set forth opposite the name of such Investor under the heading “Number of Shares” on Exhibit A attached hereto, (ii) if applicable, a Pre-Funded Warrant to purchase the number of shares of Common Stock set forth opposite the name of such Investor under the heading “Number of Shares Underlying Pre-Funded Warrants” on Exhibit A attached hereto and (iii) a Purchase Warrant to purchase the number of shares of Common Stock set forth opposite the name of such Investor under the heading “Number of Shares Underlying Purchase Warrants” on Exhibit A attached hereto, in exchange for aggregate total consideration equal to the Subscription Amount set forth opposite the name of such Investor under the heading “Aggregate Total Purchase Price of Securities” on Exhibit A attached hereto.

3. Closing.

3.1. Upon the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase and sale of the Securities pursuant to this Agreement (the “Closing”) shall be held no later than 10:00 AM (Eastern Time) on May 31, 2023 at the offices of Latham & Watkins LLP, 200 Clarendon Street, Boston, Massachusetts 02116, or on such other date and place as may be agreed to by the Company and each of the Investors (the “Closing Date”). At or prior to the Closing, each Investor shall execute any related agreements or other documents required to be executed hereunder, dated on or before the Closing Date, including but not limited to the Investor Questionnaire and (solely for the holders of RRA Covered Shares) the Selling Stockholder Notice and Questionnaire, in the forms attached hereto as Appendix I and Appendix II (the “Investor Questionnaire” and the “Selling Stockholder Questionnaire,” respectively) (or similar forms reasonably satisfactory to the Company and sufficient in substance for the Company to obtain the information necessary to effect the transactions contemplated by the Transaction Documents). If the Closing has not occurred for any reason on or prior to three Business Days after the Closing Date, the Company shall promptly (but not later than one Business Day thereafter) return the Subscription Amount to each Investor by wire transfer of

United States dollars in immediately available funds to the account specified by such Investor, and any book entries for the Securities shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 6.3 hereof, such return of funds shall not terminate this Agreement or relieve such Investor of its obligation to purchase the Securities at the Closing.

3.2. On the Closing Date, each Investor shall deliver or cause to be delivered to the Company the Subscription Amount as to such Investor via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company reasonably in advance of the Closing Date.

3.3. At or before the Closing, the Company shall deliver or cause to be delivered to each Investor:

(a) if such Investor is a Share Investor, a number of Shares, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), in the amount set forth opposite the name of such Investor under the heading “Number of Shares” on Exhibit A attached hereto, with such Shares to be issued in book entry form or, upon request of an Investor, certificated form;

(b) if such Investor is a Pre-Funded Warrant Investor, a Pre-Funded Warrant, registered in the name of the Investor, to purchase a number of Pre-Funded Warrant Shares in the amount set forth opposite the name of such Investor under the heading “Number of Shares Underlying Pre-Funded Warrants” on Exhibit A attached hereto, with such Pre-Funded Warrants to be issued in definitive form;

(c) a Purchase Warrant, registered in the name of the Investor, to purchase a number of Warrant Shares in the amount set forth opposite the name of such Investor under the heading “Number of Shares Underlying Purchase Warrants” on Exhibit A attached hereto, with such Purchase Warrants to be issued in definitive form;

(d) a legal opinion of Latham & Watkins LLP, in a form reasonably acceptable to the Investors, dated as of the Closing Date, executed by such counsel and delivered to the Investors;

(e) for each Investor purchasing RRA Covered Shares hereunder, the Registration Rights Agreement, in the form of Exhibit D, executed by a duly authorized officer of the Company; and

(f) for each Investor purchasing IRA Covered Shares hereunder, Amendment No. 1 and the Investor Rights Agreement Waiver, in each case, executed by a duly authorized officer of the Company.

4. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors that, except as otherwise described in the Company’s filings pursuant to the 1934 Act (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein), which qualify these representations and warranties in their entirety, as of the date hereof:

4.1. Organization, Good Standing and Qualification. The Company is an entity duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to own or lease and use its properties and assets, to execute and deliver the Transaction Documents, to carry out the provisions of the Transaction Documents, to issue and sell the Securities and to carry on its business as presently conducted as described in the SEC Filings. Each of the Company’s subsidiaries required to be disclosed pursuant to Item 601(b)(21) of Regulation S-K in an exhibit to its Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2022 (each, a “Subsidiary”) is an entity duly incorporated or otherwise organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of its incorporation or organization, as applicable, and has all requisite power and authority to carry on its business to own and use its properties. Neither the Company nor its Subsidiary is in violation or default in any material respect of any of the provisions of its respective articles of association, charter, certificate of incorporation, bylaws, limited partnership agreement or other organizational or constitutive documents. Each of the Company and its Subsidiary is duly qualified to do business as a foreign entity and is in good standing (to the extent such concept exists in the relevant jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification necessary, except to the extent any failure to so qualify has not had and would not have a Material Adverse Effect.

4.2. Authorization. The Company has the requisite corporate power and authority and has taken all requisite corporate action necessary for, and no further action on the part of the Company, its officers, directors and stockholders is necessary for, (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance and delivery of the Shares, the Warrants and the Warrant Shares. Each of the Transaction Documents has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Investors, constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) general principles of equity that restrict the availability of equitable remedies and (c) to the extent that the enforceability of indemnification provisions may be limited by applicable laws.

4.3. Capitalization. As of December 31, 2022, the capitalization of the Company was in all material respects as set forth in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2022. Since December 31, 2022, the Company has not issued any capital stock, other than pursuant to the exercise of warrants outstanding as of such date or the exercise of employee stock options or settlement of restricted stock units under the Company’s equity incentive plans. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and none of such shares were issued in violation of any pre-emptive rights and such shares were issued in compliance with applicable state and federal securities law and any rights of third parties. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to the issuance by the Company of any securities of the Company, including without limitation, the Shares. There are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to

issue any equity securities of any kind, except as contemplated by this Agreement. Except for the Registration Rights Agreement and the Investor Rights Agreement, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the security holders of the Company relating to the securities of the Company held by them. Except as provided in the Registration Rights Agreement or the Investor Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Neither the issuance and sale of the Securities hereunder nor the issuance of the Warrant Shares upon exercise of the Warrants will obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors) or will result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.

4.4. Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws. The Warrants have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued. The Warrant Shares have been duly and validly authorized and reserved for issuance and, upon exercise of the Warrants in accordance with their terms, including the payment of any exercise price therefor, will be validly issued, fully paid and nonassessable and will be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

4.5. Consents. The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and the rules and regulations of Nasdaq and post-sale filings pursuant to applicable state and federal securities laws, which the Company undertakes to file within the applicable time periods, and other than the registration statement required to be filed by the Registration Rights Agreement. The Company has taken all action necessary to exempt (i) the issuance and sale of the Shares and (ii) the other transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties is subject that is or could reasonably be expected to become applicable to the Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Shares and the ownership, disposition or voting of the Shares by the Investors or the exercise of any right granted to the Investors pursuant to this Agreement or the other Transaction Documents.

4.6. Delivery of SEC Filings. True and complete copies of the SEC Filings have been made available by the Company to the Investors through the Electronic Data Gathering, Analysis, and Retrieval system (the “EDGAR System”) (other than any information for which the Company has received confidential treatment from the SEC).

4.7. No Material Adverse Change. Since December 31, 2022, except as specifically set forth in a subsequent SEC Filing, there has not been:

(i) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, except for changes in the ordinary course of business which have not had and would not have a Material Adverse Effect;

(ii) any declaration or payment by the Company of any dividend, or any authorization or payment by the Company of any distribution, on any of the capital stock of the Company, or any redemption or repurchase by the Company of any securities of the Company;

(iii) any material damage, destruction or loss, whether or not covered by insurance, to any assets or properties of the Company;

(iv) any waiver, not in the ordinary course of business, by the Company of a material right or of a material debt owed to it;

(v) any satisfaction or discharge of a material lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business;

(vi) any change or amendment to the Company’s Certificate of Incorporation or Bylaws, or termination of or material amendment to any contract of the Company that the Company is or was required to file with the SEC pursuant to Item 601(b)(10) of Regulation S-K;

(vii) any material labor difficulties or, to the Company’s Knowledge, labor union organizing activities with respect to employees of the Company;

(viii) any material transaction entered into by the Company other than in the ordinary course of business;

(ix) the loss of the services of any executive officer (as defined in Rule 405 under the 1933 Act) of the Company; or

(x) any other event or condition that has had or would have a Material Adverse Effect.

4.8. SEC Filings. The Company has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by the Company under 1933 Act and the 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the three-year period preceding the date hereof (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein and including all registration statements and prospectuses filed with the SEC, the “SEC Filings”). At the time of filing or

furnishing thereof, such SEC Filings (including any audited or unaudited financial statements and any notes thereto or schedules included therein) complied as to form in all material respects with the requirements of the 1933 Act or 1934 Act, as applicable, and, as of their respective dates, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Filings as of the date hereof. The Company meets the requirements for use of Form S-3 under the 1933 Act.

4.9. No Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Securities in accordance with the provisions thereof and the issuance of the Warrant Shares upon exercise of the Warrants will not (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default under, the Company’s Certificate of Incorporation or Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investors through the EDGAR System), or (b) any applicable statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or its Subsidiary, or any of their assets or properties, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company or its Subsidiary or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract except, in the case of clauses (i)(b) and (ii) only, for such conflicts, breaches, violations and defaults as have not and would not have a Material Adverse Effect. This Section 4.9 does not relate to matters with respect to tax status, which are the subject of Section 4.11, intellectual property, which are the subject of Section 4.15, and environmental laws, which are the subject of Section 4.16.

4.10. Compliance. The Company is not (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received notice of a claim that it is in default under or that it is in violation of, any Material Contract (whether or not such default or violation has been waived), (ii) in violation of any judgment, decree or order of any court, arbitrator or governmental body or (iii) in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as would not have or result in a Material Adverse Effect.

4.11. Tax Matters. The Company and its Subsidiary have timely filed all tax returns required to have been filed by the Company or its Subsidiary with all appropriate governmental agencies and have paid all taxes shown thereon or otherwise owed by them (whether or not shown on any tax returns). The Company and its Subsidiary have collected or withheld all material taxes required to be collected or withheld by applicable laws from employee, shareholders or other third parties and have timely paid and have timely paid over such withheld amount to the appropriate government agency. The Company has made adequate charges, accruals and reserves

in the applicable financial statements referred to in Section 4.18 below in respect of all federal, state and local and non-United States income and franchise taxes for all periods as to which the tax liability of the Company or its Subsidiary has not been finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect. There are no material tax liens on any assets or property of the Company or its Subsidiary, and there are no material tax claims pending or, to the Company’s Knowledge, threatened against the Company or its Subsidiary or any of their respective material assets or property. The Company is classified as a Subchapter C corporation for U.S. federal tax purposes.

4.12. Title to Properties. The Company and its Subsidiary have good and marketable title to all real properties and all other tangible properties and assets owned by them, in each case free from liens, encumbrances and defects, except such as would not have a Material Adverse Effect; and the Company and its Subsidiary hold any leased real or personal property under valid, subsisting and enforceable leases with which the Company are in compliance and with no exceptions, except such as would not have a Material Adverse Effect.

4.13. Certificates, Authorities and Permits. The Company and its Subsidiary possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them, except where failure to so possess would not result in a Material Adverse Effect. Neither the Company nor its Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or its Subsidiary, would have a Material Adverse Effect.

4.14. Labor Matters.

(a) Neither the Company nor its Subsidiary is party to or bound by any collective bargaining agreement or other contract with any labor union or other labor organization, and no employees of the Company or its Subsidiary are represented by any labor union or other labor organization with respect to their employment.

(b) There are, and for the past three (3) years there have been, no actual or, to the Company’s Knowledge, threatened union organizing activities, unfair labor practice charges, material labor grievances, material labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting the Company or its Subsidiary.

(c) The Company and its Subsidiary are, and for the last three (3) years have been, in compliance in all material respects with all applicable laws respecting labor, employment and employment practices.

(d) The Company and its Subsidiary have promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which any of them is aware. With respect to each such allegation with potential merit, the Company or its Subsidiary has taken prompt corrective action that is reasonably calculated to prevent further improper action.

4.15. Intellectual Property. The Company and its Subsidiary own, possess, license or have other rights to use the Intellectual Property necessary or material for use in connection with its businesses as currently conducted or currently proposed to be conducted, in each case, as described in the SEC Filings (collectively, the “Intellectual Property Rights”). There is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by any Person that the Company’s business or the business of its Subsidiary as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of another or that challenges the validity or scope of any of the Intellectual Property Rights, including interferences, oppositions, reexaminations or government proceedings. To the Company’s Knowledge, there is no material infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiary have taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights. Each employee and consultant that has developed, conceived or reduced to practice any material Intellectual Property Rights has assigned to the Company or one of its Subsidiaries all such Intellectual Property Rights. All licenses or other material agreements under which the Company is granted rights to Intellectual Property are in full force and effect and, to the Company’s Knowledge, there is no material default by any other party thereto. The Company has no reason to believe that the licensors under such licenses and other agreements do not have and did not have all requisite power and authority to grant the rights to the Intellectual Property purported to be granted thereby. None of the Intellectual Property Rights have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There are no liens, security interests or other encumbrances on the Intellectual Property Rights. To the Company’s Knowledge, each founder and key employee of the Company and each Company employee involved with the development of Intellectual Property Rights has entered into an invention assignment agreement with the Company. The consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration, loss, impairment of or restriction on the Company’s or its Subsidiary’s ownership or right to use any Intellectual Property that is material to the conduct of the Company’s business as currently conducted or currently proposed to be conducted.

4.16. Environmental Matters. Except as would not have a Material Adverse Effect, neither the Company nor its Subsidiary is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), has released any hazardous substances regulated by Environmental Law on to any real property that it owns or operates, or has received any written notice or claim it is liable for any off-site disposal or contamination pursuant to any Environmental Laws; and to the Company’s Knowledge, there is no pending or threatened investigation that would reasonably be expected to lead to such a claim.

4.17. Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, suits, charges, claims, complaints, audits, inquiries or proceedings pending or, to the Company’s Knowledge, threatened to which the Company or its Subsidiary is or may reasonably be expected to become a party or to which any property of the Company is or may reasonably be expected to become the subject that, individually or in the aggregate, if determined adversely to the Company or its Subsidiary, would have a Material Adverse Effect. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or its Subsidiary under the 1933 Act or the 1934 Act.

4.18. Financial Statements. The financial statements included in each SEC Filing comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all material respects, the financial position of the Company as of the dates shown and its results of operations and cash flows for the periods shown, subject in the case of unaudited financial statements to normal, immaterial year-end audit adjustments, and such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”) (except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes required by GAAP, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements of the Company included in the SEC Filings filed prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or would have a Material Adverse Effect.

4.19. Compliance with Nasdaq Continued Listing Requirements. The Company is in compliance with applicable Nasdaq continued listing requirements. There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq and the Company has not received any notice of, nor to the Company’s Knowledge is there any reasonable basis for, the delisting of the Common Stock from Nasdaq.

4.20. Brokers and Finders. Other than the Placement Agents, no Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or, to the Company’s Knowledge, an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company.

4.21. No Directed Selling Efforts or General Solicitation. Neither the Company nor its Subsidiary nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.

4.22. No Integrated Offering. Neither the Company nor its Subsidiary nor any Person acting on its behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act.

4.23. Private Placement. The offer and sale of the Securities to the Investors as contemplated hereby, and the issuance of the Warrant Shares upon exercise of the Warrants to be issued hereunder, is exempt from the registration requirements of the 1933 Act. The issuance and sale of the Securities to the Investors as contemplated hereby, and the issuance of the Warrant Shares upon exercise of the Warrants to be issued hereunder, do not contravene the rules and regulations of Nasdaq.

4.24. Questionable Payments. Neither the Company nor its Subsidiary nor, to the Company’s Knowledge, any of the current or former directors, officers, employees, agents or other Persons acting on behalf of the Company or its Subsidiary, has on behalf of the Company or its Subsidiary: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets which is in violation of law; (d) made any false or fictitious entries on the books and records of the Company; (e) made any unlawful rebate, payoff, influence payment, kickback, bribe or other unlawful payment of any nature; or (f) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended.

4.25. Office of Foreign Assets Control. Neither the Company nor its Subsidiary nor, to the Company’s Knowledge, any of the current or former directors, officers, employees, agents or other Persons acting on behalf of the Company or its Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

4.26. Transactions with Affiliates. Except as disclosed in the SEC Filings, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any transaction with the Company or its Subsidiary (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

4.27. Internal Controls. The Company is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company. The Company and its Subsidiary maintain a system of internal accounting controls (a) designed to ensure that (i) material information relating to the Company, including its subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities and (ii) that information required to be disclosed by the Company in reports that it files, furnishes or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (b) sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or

specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintains disclosure controls and procedures (as defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiary, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. The Company has established internal control over financial reporting (as defined in 1934 Act Rules 13a-15(f) and 15d-15(f)) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and the Company’s internal control over financial reporting (collectively, “internal controls”) as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of such internal controls based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls or, to the Company’s Knowledge, in other factors that could significantly affect the Company’s internal controls, and, to the Company’s Knowledge, except as disclosed in the SEC Filings, there have been no material weaknesses in the Company’s internal control over financial reporting (whether or not remediated). The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 1934 Act.

4.28. Investment Company. The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.29. Preclinical Studies and Clinical Trials. The preclinical studies and clinical trials conducted by, on behalf of, or sponsored by the Company or its Subsidiary that are described in, or the results of which are referred to in, the SEC Filings were and, if still pending, are being, conducted in all material respects in accordance with the protocols submitted to the U.S. Food and Drug Administration (the “FDA”) or any foreign governmental body exercising comparable authority (together with the FDA, the “Regulatory Authorities”), any conditions of approval and policies imposed by any institutional review board, ethics review board or committee responsible for the oversight of such preclinical studies and clinical trials, standard medical and scientific research standards and procedures for products or product candidates comparable to those being developed by the Company and all applicable statutes and all applicable rules and regulations enforced by the FDA or other Regulatory Authorities and applicable Good Clinical Practice and Good Laboratory Practice requirements; the descriptions of the preclinical studies and clinical trials conducted by or, to the Company’s Knowledge, on behalf of the Company or its Subsidiary, contained in the SEC Filings are accurate and not misleading in all material respects; the Company has no Knowledge of any other preclinical studies and clinical trials, the results of which are inconsistent with or would call into question the results described in the SEC Filings; and neither the Company nor its Subsidiary have received any written notices or correspondence from any Regulatory Authorities or any Institutional Review Board requiring or threatening the termination, suspension, material modification or clinical hold of any preclinical studies or clinical trials conducted by or on behalf of the Company and, to the Company’s Knowledge, there are no reasonable grounds for the same.

4.30. Manipulation of Price. The Company has not, and, to the Company’s Knowledge, no Person acting on its behalf has taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities.

4.31. Bad Actor Disqualification. None of the Company, any predecessor or affiliated issuer of the Company nor, to the Company’s Knowledge, any director or executive officer of the Company or any promoter connected with the Company in any capacity, is subject to any of the “bad actor” disqualifications within the meaning of Rule 506(d) under the 1933 Act, except for a disqualification event covered by Rule 506(d)(2) or (d)(3).

4.32. Shell Company Status. The Company is not, and has never been, an issuer identified in Rule 144(i)(1).

4.33. Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investors with any information that it believes constitutes material, non-public information that will not otherwise be disclosed in the SEC Filings on or prior to the Closing Date. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting transactions in securities of the Company.

4.34. Insurance Coverage. The Company maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.

4.35. Anti-Bribery and Anti-Money Laundering Laws. Each of the Company, its Subsidiary and any of their respective officers, directors, supervisors, managers, agents, or employees are and have at all times been in compliance with and its participation in the offering will not violate: (A) anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes and scope or (B) anti-money laundering laws, including, but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including, without limitation, Title 18 US. Code sections 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder.

4.36. No Additional Agreements. The Company has no other agreements or understandings (including, without limitation, side letters) with any Investor to purchase Securities on terms more favorable to such Investor than as set forth herein.

5. Representations and Warranties of the Investors. Each of the Investors hereby, severally and not jointly, represents and warrants to the Company that, as of the date hereof:

5.1. Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Shares or the Warrants, as applicable, pursuant to this Agreement.

5.2. Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each has been duly executed and when delivered will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

5.3. Purchase Entirely for Own Account. The Shares, the Warrants and the Warrant Shares, as applicable, to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Shares, Warrants or Warrant Shares, as applicable, in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by Investor to hold the Shares, the Warrants and/or the Warrant Shares, as applicable, for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

5.4. Investment Experience. Such Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares, the Warrants and the Warrant Shares, as applicable, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

5.5. Disclosure of Information. Such Investor or its advisor has had an opportunity to receive, review and understand all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities, and has conducted and completed its own independent due diligence. Such Investor acknowledges that copies of the SEC Filings are available on the Edgar System. Based on the information such Investor or its advisor has deemed appropriate, and without reliance on the Placement Agents, it or its advisor has independently made its own analysis and decision to enter into the Transaction Documents. Such Investor or its advisor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the execution, delivery and performance of the Transaction Documents, the Shares, the Warrants and the Warrant Shares, as applicable, and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including all business, legal, regulatory, accounting, credit and tax matters. Neither such inquiries nor any other due diligence investigation conducted by such Investor or its advisor shall modify, limit or otherwise affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement.

5.6. Restricted Securities. Such Investor understands that the Shares, the Warrants and the Warrant Shares, as applicable, are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

5.7. Legends. It is understood that, except as provided below, book entries or certificates evidencing the Shares, the Warrants and the Warrant Shares may bear the following or any similar legend:

“THE OFFER AND SALE OF THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) THE RESALE OF SUCH SECURITIES HAS BEEN REGISTERED PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OR ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN AGREEMENT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

If required by the authorities of any state in connection with the issuance of sale of the Shares, the Warrants and the Warrant Shares, the legend required by such state authority.

5.8. Accredited Investor. At the time such Investor was offered the Securities it was and, as of the date hereof, such Investor is an “accredited investor” within the meaning of Rule 501 under the 1933 Act and has executed and delivered to the Company its Investor Questionnaire, which such Investor represents and warrants is true, correct and complete as of the date hereof and as of the Closing Date. Such Investor is a sophisticated institutional investor with sufficient knowledge, sophistication and experience in business, including transactions involving private placements in public equity, to properly evaluate the risks and merits of its purchase of the Shares or the Warrants, as applicable. Such Investor has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares or the Warrants, as applicable, and participation in the transactions contemplated by the Transaction Documents (i) are fully consistent with its financial needs, objectives and condition, and (ii) are a fit, proper and suitable investment for such Investor, notwithstanding the substantial risks inherent in investing in or holding the Shares or the Warrants, as applicable.

5.9. Placement Agents. Such Investor hereby acknowledges and agrees that it has independently evaluated the merits of its decision to purchase the Shares or the Warrants, as applicable, and that (a) each of the Placement Agents is acting solely as placement agent in connection with the execution, delivery and performance of the Transaction Documents and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) neither of the Placement Agents has made nor will make any representation or warranty, whether express or implied, of any kind or character and neither of the Placement Agents has provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) neither of the Placement Agents will have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company and (d) Investor hereby waives any claims that it otherwise might assert against any of the Placement Agents in respect of the transactions contemplated by the Transaction Documents.

5.10. No General Solicitation. Such Investor did not learn of the investment in the Shares or the Warrants, as applicable, as a result of any general solicitation or general advertising.

5.11. Brokers and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

5.12. Short Sales and Confidentiality Prior to the Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company, any of the Placement Agents or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. The Investor, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated hereby, maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

5.13. No Government Recommendation or Approval. Such Investor understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Securities.

5.14. No Intent to Effect a Change of Control; Ownership. Such Investor has no present intent to effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the 1934 Act and under the rules of Nasdaq. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. As to each Investor purchasing RRA Covered Shares, except as set forth in its Selling Stockholder Questionnaire, as of the date hereof, such Investor is not the owner of record or the beneficial owner of shares of Common Stock or securities convertible into or exchangeable for Common Stock.

5.15. No Conflicts. The execution, delivery and performance by such Investor of the Transaction Documents and the consummation by such Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Investor, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.

5.16. No Rule 506 Disqualifying Activities. If such Investor is a Company Covered Person, such Investor has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the 1933 Act.

5.17. Residency. Such Investor is a resident of or an entity organized under the jurisdiction specified below its address on the Schedule of Investors, except as otherwise communicated to the Company by the Investor prior to the Closing Date.

The Company acknowledges and agrees that the representations and warranties contained in this Section 5 shall not modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

6. Conditions to Closing; Termination.

6.1. Conditions to the Investors’ Obligations. The obligation of each Investor to purchase Securities at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):

(a) The representations and warranties made by the Company in Section 4 hereof shall be true and correct in all material respects as of the date hereof and on the Closing Date (other than any representations and warranties that are already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as of the date hereof and on the Closing Date), except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

(b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, including the waiver of any applicable registration rights that could affect the rights of the Investors under the Registration Rights Agreement, all of which shall be in full force and effect.

(d) Each of the Company, North Bridge and Perceptive shall have executed and delivered Amendment No. 1 and the Investor Rights Agreement Waiver.

(e) The Company shall have filed with Nasdaq a Listing of Additional Shares notification form for the listing of the Shares and the Warrant Shares, a copy of which shall have been made available to the Investors upon request and the listing of the Shares and the Warrant Shares shall have been approved for listing, subject to official notice of issuance.

(f) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

(g) The Investors shall have received a legal opinion of Latham & Watkins LLP, in a form reasonably acceptable to the Investors, dated as of the Closing Date, executed by such counsel and delivered to the Investors;

(h) There shall have been no Material Adverse Effect with respect to the Company since the date hereof.

(i) No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

6.2. Conditions to Obligations of the Company. The Company’s obligation to sell and issue Securities at the Closing as to any Investor is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

(a) The representations and warranties made by such Investor in Section 5 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. Such Investor shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

(b) Such Investor shall have executed and delivered the Registration Rights Agreement (other than North Bridge and Perceptive), an Investor Questionnaire and a Selling Stockholder Questionnaire (other than North Bridge and Perceptive).

(d) Such Investor shall have paid in full its Subscription Amount to the Company.

6.3. Termination of Obligations to Effect Closing; Effects.

(a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

(i) Upon the mutual written consent of the Company and Investors that agreed to purchase a majority of the Securities to be issued and sold pursuant to this Agreement (which majority must include Perceptive);

(ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or

(iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor;

provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

(b) In the event of termination by the Company or any Investor of its obligations to effect the Closing pursuant to this Section 6.3, written notice thereof shall be given to the other Investors by the Company and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

7. Covenants and Agreements of the Company.

7.1. Information. From the date hereof until the Closing, the Company will make reasonably available to the Investors and their respective representatives, consultants and counsels for inspection, such information and documents as the Investor reasonably requests, and will make available at reasonable times and to a reasonable extent officers and employees of the Company to discuss the business and affairs of the Company; provided, however, that in no event shall the Company be required to disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors.

7.2. Nasdaq Listing. The Company will use commercially reasonable efforts to continue the listing and trading of its Common Stock on Nasdaq and, in accordance therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of such market or exchange, as applicable.

7.3. Termination of Covenants. The provisions of Sections 7.1 and 7.2 shall terminate and be of no further force and effect (x) as to any Investor holding RRA Covered Shares, on the date on which the Company’s obligations under the Registration Rights Agreement to register or maintain the effectiveness of any registration covering the Registrable Securities (as such term is defined in the Registration Rights Agreement) shall terminate and (y) as to any Investor holding IRA Covered Shares, on the date when such IRA Covered Shares no longer constitute “Registrable Shares” under the Investor Rights Agreement.

7.4. Form D. The Company agrees, if applicable, to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of an Investor.

7.5. Removal of Legends. In connection with any sale, assignment, transfer or other disposition of the Shares or the Warrant Shares, as applicable, by an Investor pursuant to Rule 144, pursuant to any other exemption under the 1933 Act or pursuant to sale under an effective registration statement such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Section 7.5, if requested by the Investor, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to timely remove any restrictive legends related to the book entry account holding such Shares or Warrant Shares, as applicable, and make a new, unlegended entry for such book entry Shares or Warrant Shares, as applicable, sold or disposed of without restrictive legends within two (2) Trading Days of any such request therefor from the Investor, provided that the Company has received customary representations and other documentation reasonably acceptable to the Company in connection therewith. Subject to receipt by the Company of customary representations and other documentation reasonably acceptable to the Company in connection therewith, upon the earlier of such time as the Shares or Warrant Shares, as applicable, (i) have been sold or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision (without the requirement for the Company to comply with the current public information obligations of Rule 144(c)), the Company shall within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares or Warrant Shares, as applicable, and (B) use reasonably best efforts to cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 Act. From and after the earlier of such dates, upon an Investor’s written request, the Company shall promptly cause certificates or book entries evidencing the Investor’s Shares or Warrant Shares, as applicable, to be replaced with certificates or book entries, as the case may be, which do not bear such restrictive legends, provided the provisions of either clauses (i), (ii) or (iii) above, as applicable, are satisfied with respect to such Shares or Warrant Shares, as applicable. The Company shall be responsible for the fees of its Transfer Agent associated with such issuance.

7.6. Pledge of Securities. The Company acknowledges and agrees that an Investor’s Shares or Warrant Shares, as applicable, may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Shares or the Warrant Shares, as applicable. The pledge of Shares or Warrant Shares, as applicable, shall not be deemed to be a transfer, sale or assignment of the Shares hereunder, and no Investor effecting a pledge of Shares or Warrant Shares, as applicable, shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided that an Investor and its pledgee shall be required to comply with the provisions of the Transaction Documents, including Section 7.5 hereof, in order to effect a sale, transfer or assignment of Shares or Warrant Shares, as applicable, to such pledgee.

7.7. Short Sales and Confidentiality After the Date Hereof. Each Investor covenants that neither it nor any Affiliates acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period from the date hereof until the earlier of such time as (i) after the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated in full. Notwithstanding the foregoing, in the case of an Investor

that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares. Each Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Investor will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

7.8. Adjustments in Share Numbers and Prices. In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof and prior to the Closing, each reference in any Transaction Document to a number of shares or a price per share shall be deemed to be amended to appropriately account for such event.

7.9. Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by any Investor) relating to or arising out of the transactions contemplated hereby, including, without limitation, any fees or commissions payable to the Placement Agents.

7.10. Subsequent Equity Sales.

(a) From the date hereof until 45 days after the date on which the registration statement required to be filed by the Registration Rights Agreement is declared effective, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

(b) From the date hereof until the nine months after the date hereof, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction.

8. Survival and Indemnification.

8.1. Survival. The representations, warranties, covenants, and agreements contained in this Agreement shall survive the Closing for a period of three years after the date hereof and thereafter shall have no further force and effect; provided that the terms of Section 7.5 shall survive beyond such period until such time as no Investor holds any Registrable Securities (as defined in the Registration Rights Agreement).

8.2. Indemnification by the Company. The Company agrees to indemnify and hold harmless each of the Investors, the officers, directors, partners, members, managers, trustees, employees and agents and other representatives, successors and assigns of each Investor, each Person who controls any such Investor (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, partners, members, managers, trustees and

employees of each such controlling Person (each, an “Indemnified Party”), against any losses, claims, damages, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the 1933 Act, the 1934 Act, or any other federal or state statutory law or regulation (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, provided that such consent shall not be unreasonably withheld), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on the inaccuracy in the representations and warranties of the Company contained in this Agreement or the failure of the Company to perform its obligations hereunder, and will reimburse each Indemnified Party for legal and other expenses reasonably incurred as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of such Indemnified Party (or its related parties) to comply with the covenants and agreements contained herein, or (ii) the inaccuracy of any representations made by such Indemnified Party (or its related parties) herein.

8.3. Indemnification Procedure. Promptly after any Indemnified Party has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the Company written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Company will not relieve the Company from any liability it may have to such Indemnified Party hereunder except to the extent that the Company is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Company shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Company pursues the same diligently and in good faith. If the Company undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Company and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Company with any books, records and other information reasonably requested by the Company and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Company. After the Company has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Company diligently pursues such defense, the Company shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (i) the Company has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (ii) if the defendants in any such action include both the Indemnified Party and the Company and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Company or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Company, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such

separate counsel and other expenses related to such participation to be reimbursed by the Company as incurred. Notwithstanding any other provision of this Agreement, the Company shall not settle any indemnified claim without the written consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party.

9. Miscellaneous.

9.1. Successors and Assigns. This Agreement may not be assigned by an Investor party hereto without the prior written consent of the Company or by the Company without the prior written consent of all of the Investors, as applicable; provided, however, that an Investor may assign its rights and delegate its duties hereunder in whole or in part to an Affiliate without the prior written consent of the Company, provided such assignee agrees in writing to be bound by the provisions hereof that apply to Investors. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Without limiting the generality of the foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Shares”, “Pre-Funded Warrants”, “Purchase Warrants”, “Pre-Funded Warrant Shares” and/or “Purchase Warrant Shares” shall be deemed to refer to the securities received by the Investors in exchange therefor in connection with such transaction. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.2. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. ESIGN Act of 2000 or the New York Electronic Signatures and Records Act, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

9.3. 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.

9.4. Notices. All notices and other communications under this Agreement must be in writing and are deemed duly delivered when (a) delivered if delivered personally or by nationally recognized overnight courier service (costs prepaid), (b) sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the first Business Day following such transmission (provided, in the case of this clause (b), that notice shall not be deemed duly delivered if the sender receives an automatic system-generated response that such electronic mail was undeliverable) or (c) received or rejected by the addressee,

if sent by United States of America certified or registered mail, return receipt requested; in each case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the individual (by name or title) designated below (or to such other address, facsimile number, e-mail address or individual as a party may designate by notice to the other parties):

If to the Company:

Lyra Therapeutics, Inc.

480 Arsenal Way

Watertown, MA 02472

Attention: Chief Executive Officer

E-mail: ***@***

With a copy (which will not constitute notice) to:

Latham & Watkins LLP

200 Clarendon Street

Boston, MA 02116

Facsimile: (617) 948-6001

Attention: Wesley C. Holmes

E-mail: ***@***

If to the Investors:

to the addresses set forth on the signature pages hereto.

9.5. Expenses. Other than as set forth in Section 7.9, the parties hereto shall pay their own costs and expenses in connection herewith, regardless of whether the transactions contemplated hereby are consummated; it being understood that each of the Company and each Investor has relied on the advice of its own respective counsel.

9.6. Amendments and Waivers. Any term of this Agreement may be amended, modified or supplemented and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and (a) prior to the Closing, Investors that agreed to purchase a majority of the Securities to be issued and sold pursuant to this Agreement (which majority must include Perceptive) and (b) following the Closing, the Investors against whom enforcement of such amendment, modification, supplement or waiver is sought. Notwithstanding the foregoing, this Agreement may not be amended and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment or waiver applies to all Investors in the same fashion. Any amendment or waiver effected in accordance with this paragraph shall be binding upon (i) prior to Closing, each Investor and (ii) following the Closing, each holder of any Shares, Warrants or Warrant Shares purchased under this Agreement at the time outstanding, and in each case, each future holder of all such Shares, Warrants or Warrant Shares and the Company. For the avoidance of doubt, any provision herein requiring the calculation of the number of Securities as of any date, or the computation of a percentage of Securities, shall be deemed to refer to the number of Shares and Warrant Shares constituting Securities as of such date, including Warrant Shares issued or issuable upon exercise of Warrants constituting Securities, without regard to any limitation on the exercise of the Warrants.

9.7. Publicity. Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or any of the Investors without the prior written consent of the Company (in the case of a release or announcement by the Investors) or the Required Investors and Perceptive (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld or delayed), except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange or securities market. Notwithstanding the foregoing, each Investor may identify the Company and the value of such Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies without prior notice to or consent from the Company (including, for the avoidance of doubt, filings pursuant to Sections 13 and 16 of the 1934 Act). By 9:00 A.M. (New York City time) on the Trading Day immediately following the date of this Agreement (the “Cleansing Deadline”), the Company shall issue a press release disclosing all material terms of transactions contemplated by this Agreement (the “Press Release”). No later than 5:30 p.m. (New York City time) on the fourth Business Day following the date of this Agreement, the Company will file a Current Report on Form 8-K (the “8-K”) attaching the press release described in the foregoing sentence as well as copies of the Transaction Documents. Upon the earlier of the issuance or filing, as applicable, of the Press Release or 8-K, the Investor shall not be in possession of any material, non-public information received from the Company or any of its officers, directors, affiliates, employees or agents, including the Placement Agents. From and after the earlier of the issuance or filing, as applicable, of the Press Release or 8-K, the Company shall not provide any material, nonpublic information to the Investor, unless otherwise specifically agreed in writing by the Investor, except in the case of material, nonpublic information provided to an Investor that is affiliated with an observer of the Company’s board of directors or member of the Company’s board of directors. Upon the earlier of the (i) the Cleansing Deadline and (ii) the earlier of the issuance or filing, as applicable, of the Press Release or 8-K, the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company or any of its officers, directors, affiliates, employees or agents, including the Placement Agents. The Company understands and confirms that the Investor and its Affiliates will rely on the foregoing representations in effecting transactions in securities of the Company. Notwithstanding the foregoing, or anything contained to the contrary in Section 9.7, the Company shall not publicly disclose the name of the Investor or any Affiliate or investment advisor of the Investor, or include the name of the Investor or any Affiliate or investment advisor of the Investor in any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent (including by e-mail) of the Investor, except as required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under Nasdaq regulations, in which case the Company shall provide the Investor with reasonable prior written notice (including by e-mail) of such permitted disclosure (it being understood and agreed that each Investor has been so notified that this Agreement may be filed (and accordingly, such Investor may be identified as a party hereto) as an exhibit to the 8-K describing this Agreement and any subsequent filings with the SEC relating to the same subject matter). Notwithstanding the foregoing or anything contained to the contrary in Section 9.7, the Company may make disclosures to an auditor or governmental or regulatory authority pursuant to any routine investigation, inspection, examination or inquiry without providing the Investor with any notification thereof, unless the Investor is the subject of any such investigation, inspection, examination or inquiry.

9.8. Third-Party Beneficiaries. Each of the Company and each Investor acknowledges and agrees that each of the Placement Agents is a third-party beneficiary of the representations and warranties contained in Sections 4 and 5, respectively.

9.9. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

9.10. Entire Agreement. This Agreement, including the signature pages and Exhibits, and the other Transaction Documents constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and representations, both oral and written, between the parties with respect to the subject matter hereof and thereof.

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

9.12. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement (including all matters concerning the construction, validity, enforcement and interpretation hereof) shall be governed by, and construed in accordance with, the internal laws of the State of New York. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, in each case sitting in New York County, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

9.13. Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group (including a “group” within the meaning of Section 13(d)(3) of the 1934 Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction with multiple investors and not because it was required or requested to do so by any Investor. It is expressly understood that each provision contained in this Agreement is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not between and among the Investors.

9.14. Interpretation. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. All article, section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex, letter and schedule references not attributed to a particular document shall be references to such exhibits, annexes, letters and schedules to this Agreement. In addition, the word “or” is not exclusive; the words “including,” “includes,” “included” and “include” are deemed to be followed by the words “without limitation”; and the terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.

9.15. Payments. All payments made by or on behalf of the Company or any of its Affiliates to any Investor or its assigns, successors or designees pursuant to this Agreement shall be without withholding, set-off, counterclaim or deduction of any kind.

9.16. Arm’s Length Transaction. The Company acknowledges and agrees that (i) the transactions described in this Agreement are an arm’s-length commercial transaction between the parties, (ii) the Investors have not assumed nor will they assume an advisory or fiduciary responsibility in the Company’s favor with respect to any of the transactions contemplated by this Agreement or the process leading thereto, and the Investors have no obligation to the Company with respect to the transactions contemplated by this Agreement except those obligations expressly set forth in this Agreement or the Transaction Documents to which they are a party, (iii) any advice given by any of the Investors or any of their respective representatives or agents in connection with the transactions described in this Agreement is merely incidental to such Investor’s purchase of its Securities, and (iv) the Company’s decision to enter into the Transaction Documents, Amendment No. 1 and the Investor Rights Agreement Waiver has been based solely on the independent evaluation by the Company and its representatives.

9.17. Currency. All references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars.

[remainder of page intentionally left blank]

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

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


INVESTOR:	[if Investor is an individual]

	Signature:	_____________________________

	Name: __________________________________

	[if Investor is an entity]

	Entity: Armistice Capital Master Fund Ltd.

	Signature:	/s/ Steven Boyd
	Name:	Steven Boyd
	Title:	Chief Investment Officer of Armistice Capital, LLC, its investment manager


Investor Information

Investor Name:		Armistice Capital Master Fund Ltd.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, NY 10022

Address for Notice:		c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, NY 10022

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		4,012,036 Common Shares

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		2,006,018 Purchase Warrants

Name in which Securities should be issued:

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


Investor Information

Entity Name:		Perceptive Life Sciences Master Fund, Ltd.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Registered Address:		51 Astor Place, 10th Floor New York, NY 10003

Address for Notice:		51 Astor Place, 10th Floor New York, NY 10003 [* * * ]

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		3,610,832 common shares

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		1,805,416 warrants

Name in which Securities should be issued:		Perceptive Life Sciences Master Fund, Ltd.

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


Investor Information

Investor Name:		Citadel CEMF Investments Ltd.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		Same as notice address

Address for Notice:		c/o Citadel Enterprise Americas LLC Southeast Financial Center 200 S. Biscayne Blvd., Suite 3300 Miami, Florida 33131 [* * * ]

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		2,848,544

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		1,424,272

Name in which Securities should be issued:		Citadel CEMF Investments Ltd.

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


Investor Information

Investor Name:		Venrock Healthcare Capital Partners EG, L.P.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		7 Bryant Park, 23rd Floor, New York, NY 10018

Address for Notice:		7 Bryant Park, 23rd Floor, New York, NY 10018

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		0

Number of Pre-Funded Warrants to be Purchased:		1,711,738 Pre-Funded Warrants

Number of Purchase Warrants to be Purchased:		855,869 Purchase Warrants

Name in which Securities should be issued:		Venrock Healthcare Capital Partners EG, L.P.

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


Investor Information

Investor Name:		Venrock Healthcare Capital Partners III, L.P.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		7 Bryant Park, 23rd Floor, New York, NY 10018

Address for Notice:		7 Bryant Park, 23rd Floor, New York, NY 10018

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		0

Number of Pre-Funded Warrants to be Purchased:		633,114 Pre-Funded Warrants

Number of Purchase Warrants to be Purchased:		316,557 Purchase Warrants

Name in which Securities should be issued:		Venrock Healthcare Capital Partners III, L.P.

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


Investor Information

Investor Name:		VHCP Co-Investment Holdings III, LLC

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		7 Bryant Park, 23rd Floor, New York, NY 10018

Address for Notice:		7 Bryant Park, 23rd Floor, New York, NY 10018

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		0

Number of Pre-Funded Warrants to be Purchased:		63,336 Pre-Funded Warrants

Number of Purchase Warrants to be Purchased:		31,668 Purchase Warrants

Name in which Securities should be issued:		VHCP Co-Investment Holdings III, LLC

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


Investor Information

Investor Name:		North Bridge Venture Partners V-A, L.P.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Registered Address:		150 A Street, Suite 102 Needham, MA 02494

Address for Notice:		150 A Street, Suite 102 Needham, MA 02494 [* * * ]

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		403,858 Common Shares

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		201,929 Purchase Warrants

Name in which Securities should be issued:		North Bridge Venture Partners V-A, L.P.

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


Investor Information

Investor Name:		North Bridge Venture Partners V-B, L.P.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Registered Address:		150 A Street, Suite 102 Needham, MA 02494

Address for Notice:		150 A Street, Suite 102 Needham, MA 02494 [* * * ]

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		197,946 Common Shares

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		98,973 Purchase Warrants

Name in which Securities should be issued:		North Bridge Venture Partners V-B, L.P.

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


Investor Information

Investor Name:		North Bridge Venture Partners VI, L.P.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Registered Address:		150 A Street, Suite 102 Needham, MA 02494

Address for Notice:		150 A Street, Suite 102 Needham, MA 02494 [* * * ]

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		1,203,612 Common Shares

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		601,806 Purchase Warrants

Name in which Securities should be issued:		North Bridge Venture Partners VI, L.P.

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


INVESTOR:	[if Investor is an individual]

	Signature:	_____________________________

	Name: __________________________________

	[if Investor is an entity]

	Entity: NCP RFM LP By: Nantahala Capital Management, LLC Its Investment Manager

	Signature:	/s/ Wilmot Harkey
	Name:	Wilmot Harkey
	Title:	Manager


Investor Information

Investor Name:		NCP RFM LP

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		NCP RFM LP 130 Main St. 2nd Floor New Canaan, CT 06840

Address for Notice:		See above

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		246,250

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		123,125

Name in which Securities should be issued:		NCP RFM LP

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


INVESTOR:	[if Investor is an individual]

	Signature:	______________________________

	Name: __________________________________

	[if Investor is an entity]

	Entity: Pinehurst Partners, L.P., solely with respect to the portion of its assets for which Nantahala Capital Management, LLC acts as its Sub-Advisor By: Nantahala Capital Management, LLC Its Subadvisor

	Signature:	/s/ Wilmot Harkey
	Name:	Wilmot Harkey
	Title:	Manager


Investor Information

Investor Name:		PINEHURST PARTNERS, L.P.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		Pinehurst Partners, L.P. c/o Corporation Trust Center 1209 Orange Street Wilmington, DE 19801


Address for Notice:		Copy to legal address above and investment manager below for physical c/o Nantahala Capital Management, LLC 130 Main Street 2nd Floor New Canaan, CT 06840 With a copy to Pinehurst Partners, L.P 590 Madison A venue 31st Floor New York, NY 10022

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		148,066

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		74,033

Name in which Securities should be issued:		PINEHURST PARTNERS, L.P.

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


INVESTOR:	[if Investor is an individual]

	Signature:	_____________________________

	Name: __________________________________

	[if Investor is an entity]

	Entity: NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP By: Nantahala Capital Management, LLC Its General Partner

	Signature:	/s/ Wilmot Harkey
	Name:	Wilmot Harkey
	Title:	Manager


Investor Information

Investor Name:		NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		Nantahala Capital Partners Limited Partnership 130 Main St. 2nd Floor New Canaan, CT 06840

Address for Notice:		See above

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		122,084

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		61,042

Name in which Securities should be issued:		NANTAHALA CAPITAL PARTNERS LIMITED PARTNERSHIP

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


INVESTOR:	[if Investor is an individual]

	Signature:	____________________________

	Name: __________________________________

	[if Investor is an entity]

	Entity: Corbin Hedged Equity Fund, L.P., solely with respect to the portion of its assets for which Nantahala Capital Management, LLC acts as its Sub-Advisor By: Nantahala Capital Management, LLC Its Subadvisor

	Signature:	/s/ Wilmot Harkey
	Name:	Wilmot Harkey
	Title:	Manager


Investor Information

Investor Name:		CORBIN HEDGED EQUITY FUND, L.P.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		Corbin Hedged Equity Fund, L.P. c/o Corporation Trust Center 1209 Orange Street Wilmington, DE 19801


Address for Notice:		Copy to legal address above and investment manager below for physical c/o Nantahala Capital Management, LLC 130 Main Street 2nd Floor New Canaan, CT 06840 With a copy to Corbin Hedged Equity Fund, L.P. 590 Madison Avenue 31st Floor New York, NY 10022

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		43,432

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		21,716

Name in which Securities should be issued:		CORBIN HEDGED EQUITY FUND, L.P.

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


INVESTOR:	[if Investor is an individual]

	Signature:	_____________________________

	Name: __________________________________

	[if Investor is an entity]

	Entity: BLACKWELL PARTNERS LLC - SERIES A SOLELY WITH RESPECT TO THE PORTION OF ITS ASSETS FOR WHICH NANTAHALA CAPITAL MANAGEMENT, LLC ACTS AS ITS INVESTMENT MANAGER By: Nantahala Capital Management, LLC Its Investment Manager

	Signature:	/s/ Wilmot Harkey
	Name:	Wilmot Harkey
	Title:	Manager


Investor Information

Investor Name:		BLACKWELL PARTNERS LLC- SERIES A

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		BLACKWELL PARTNERS LLC - SERIES A 280 South Mangum Street, Suite 210 Durham, NC 27701

Address for Notice:		Copy to legal address above and investment manager below for physical c/o Nantahala Capital Management, LLC 130 Main Street 2nd Floor New Canaan, CT 06840

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		844,380


Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		422,190

Name in which Securities should be issued:		BLACKWELL PARTNERS LLC- SERIES A

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


INVESTOR:	[if Investor is an individual]

	Signature:	_____________________________

	Name: __________________________________

	[if Investor is an entity]

	Entity: Samsara BioCapital, LP

	Signature:	/s/ Srinivas Akkaraju
	Name:	Srinivas Akkaraju, MD, PhD
	Title:	Managing Member of the General Partner, Samsara BioCapital GP, LLC


Investor Information

Investor Name:		Samsara BioCapital, LP

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		628 Middlefield Road Palo Alto, CA 94301

Address for Notice:		628 Middlefield Road Palo Alto, CA 94301

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		1,003,010 Common Shares

Number of Pre-Funded Warrants to be Purchased:		NA

Number of Purchase Warrants to be Purchased:		501,505 Purchase Warrants

Name in which Securities should be issued:		Samsara BioCapital, LP

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


INVESTOR:	[if Investor is an individual]

	Signature:	_____________________________

	Name: __________________________________

	[if Investor is an entity]

	Entity: Woodline Master Fund LP

	Signature:	/s/ Eric Mullin
	Name:	Erin Mullen
	Title:	GC & CCO


Investor Information

Investor Name:		Woodline Master Fund LP

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		4 Embarcadero Center, Suite 3450 San Francisco, CA 94111

Address for Notice:		same

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		641,926

Number of Pre-Funded Warrants to be Purchased:

Number of Purchase Warrants to be Purchased:		320,963

Name in which Securities should be issued:		Woodline Master Fund LP

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


INVESTOR:	[if Investor is an individual]

	Signature:

	Name:

	[if Investor is an entity]

	Entity: PARKMAN HP MASTER FUND LP

	Signature:	/s/ Gregory Martinez
	Name: Title:	Gregory Martinez Managing Member, GP


Investor Information

Investor Name:		PARKMAN HP MASTER FUND LP

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		700 CANAL STREET, 2ND FLOOR STAMFORD, CT 06902

Address for Notice:		700 CANAL STREET, 2ND FLOOR STAMFORD, CT 06902

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		163,512 Common Shares

Number of Pre-Funded Warrants to be Purchased:

Number of Purchase Warrants to be Purchased:		81,756 Purchase Warrants

Name in which Securities should be issued:		PARKMAN HP MASTER FUND LP

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


INVESTOR:	[if Investor is an individual]

	Signature:

	Name:

	[if Investor is an entity]

	Entity: SCHONFELD EXT MASTER FUND LP

	Signature:	/s/ Trina Geatz
	Name: Title:	Trina Geatz Deputy Chief Operating Officer


Investor Information

Investor Name:		SCHONFELD EXT MASTER FUND LP

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		700 CANAL STREET, 2ND FLOOR STAMFORD, CT 06902

Address for Notice:		700 CANAL STREET, 2ND FLOOR STAMFORD, CT 06902

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		436,488 Common Shares

Number of Pre-Funded Warrants to be Purchased:

Number of Purchase Warrants to be Purchased:		218,244 Purchase Warrants

Name in which Securities should be issued:		SCHONFELD EXT MASTER FUND LP

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


INVESTOR:	[if Investor is an individual]

	Signature:

	Name:

	[if Investor is an entity]

	Entity: Alyeska Master Fund, LP

	Signature:	/s/ Jason Bragg
	Name: Title:	Jason Bragg CFO, Alyeska Investment Group, LP


Investor Information

Investor Name:		Alyeska Master Fund, L.P. c/o Maples Corporate Services Limited P.O. Box 309 Ugland House South Church Street George Town, Grand Cayman, KY1-1104 Cayman Islands, British West Indies Mailing: Alyeska Master Fund, L.P. ATTN: Jason Bragg 77 W. Wacker, Suite 700 Chicago, IL 60601 [* * * ]

Contact Person:

Email Address:

Telephone:

Registered Address:

Address for Notice:

Tax ID # or Social Security #:		[* * * ]



Number of Shares to be Purchased:		481,446 common shares

Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		240,723 warrants

Name in which Securities should be issued:

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


INVESTOR:	[if Investor is an individual]

	Signature:

	Name:

	[if Investor is an entity]

	Entity: Rosalind Master Fund L.P. ______ By: Rosalind Advisors, Inc., its investment adviser

	Signature:	/s/ Steven Salamon
	Name: Title:	Steven Salamon President, Rosalind Advisors, Inc.


Investor Information

Investor Name:		Rosalind Master Fund L.P.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		c/o Maples Corporate Services PO Box 309 Ugland House, South Church Street Grand Cayman, KY1-1104 Cayman Islands

Address for Notice:		Rosalind Advisors, Inc. 15 Wellesley Street West, Suite 326 Toronto, ON M4Y 0G7 [* * * ]

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		483,252 Common Shares



Number of Pre-Funded Warrants to be Purchased:		0

Number of Purchase Warrants to be Purchased:		241,626 Purchase Warrants

Name in which Securities should be issued:		Rosalind Master Fund LP (Shares) Investor Company ITF Rosalind Master Fund LP (Purchase Warrants) Please deliver physical Purchase Warrants (only) to: c/o TD Waterhouse 77 Bloor Street West, 3rd Floor Toronto, ON, M5S 1M2 [* * * ]

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


INVESTOR:

	Entity: Lockheed Martin Corporation Master Retirement Trust

	Signature:	/s/ Efrem Kamen
	Name: Title:	Efrem Kamen Managing Member of Pura Vida Investments, LLC in its capacity as investment manager to Investor


Investor Information

Investor Name:		Lockheed Martin Corporation Master Retirement Trust

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		Trust organized under the laws of the State of New York and registered with the US Department of Labor, having its business address at: c/o Lockheed Martin Investment Management Company 6801 Rockledge Drive, MP 150 Bethesda, MD 20817

Address for Notice:		c/o Pura Vida Investments, LLC [* * * ] 512 W 22nd St., 7th Floor New York, NY 10011

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		257,912

Number of Pre-Funded Warrants to be Purchased:		None

Number of Purchase Warrants to be Purchased:		128,956 (9.99% beneficial ownership blocker)

Name in which Securities should be issued:		Lockheed Martin Corporation Master Retirement Trust

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


INVESTOR:

	Entity: Pura Vida X Fund LP

	Signature:	/s/ Efrem Kamen
	Name: Title:	Efrem Kamen Managing Member of Pura Vida Investments, LLC in its capacity as investment manager to Investor


Investor Information

Investor Name:		Pura Vida X Fund LP

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		251 Little Falls Drive Wilmington, DE 19808

Address for Notice:		c/o Pura Vida Investments, LLC [* * * ] 512 W 22nd St., 7th Floor New York, NY 10011

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		143,292

Number of Pre-Funded Warrants to be Purchased:		—

Number of Purchase Warrants to be Purchased:		71,646 (9.99% beneficial ownership blocker limitation)

Name in which Securities should be issued:		Pura Vida X Fund LP

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


INVESTOR:

	Entity: DAFNA LIFESCIENCE SELECT L.P. By: DAFNA CAPITAL MGMT LLC its General Partner

	Signature:	/s/ Nathan Fischel
	Name: Title:	Nathan Fischel C.E.O.


Investor Information

Investor Name:		DAFNA LIFESCIENCE SELECT L.P.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		10990 Wilshire Blvd., Suite 1400 Los Angeles, CA 90024

Address for Notice:		Same as above

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		90,270

Number of Pre-Funded Warrants to be Purchased:		—

Number of Purchase Warrants to be Purchased:		45,135

Name in which Securities should be issued:		DAFNA LIFESCIENCE SELECT L.P.

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


INVESTOR:

	Entity: DAFNA LIFESCIENCE L.P. By: DAFNA CAPITAL MGMT LLC its General Partner

	Signature:	/s/ Nathan Fischel
	Name: Title:	Nathan Fischel C.E.O.


Investor Information

Investor Name:		DAFNA LIFESCIENCE L.P.

Contact Person:		[* * * ]

Email Address:		[* * * ]

Telephone:		[* * * ]

Registered Address:		10990 Wilshire Blvd., Suite 1400 Los Angeles, CA 90024

Address for Notice:		Same as above

Tax ID # or Social Security #:		[* * * ]

Number of Shares to be Purchased:		270,814

Number of Pre-Funded Warrants to be Purchased:		None

Number of Purchase Warrants to be Purchased:		135,407

Name in which Securities should be issued:		DAFNA LIFESCIENCE L.P.

EXHIBIT A

Schedule of Investors


Name and Address	Number of Shares		Aggregate Purchase Price of Shares		Number of Shares Underlying Pre- Funded Warrants		Aggregate Purchase Price of Pre-Funded Warrants		Number of Shares Underlying Purchase Warrants		Aggregate Total Purchase Price of Securities
Armistice Capital Master Fund Ltd. c/o Armistice Capital, LLC 510 Madison Avenue, 7^th Floor New York, NY 10022 Email: [* * * ] Residence: Cayman		4,012,036	$	9,999,999.73		N/A		N/A		2,006,018	$	9,999,999.73
Perceptive Life Sciences Master Fund, Ltd. 51 Astor Place, 10^th Floor New York, NY 10003 Email: [* * * ] Residence: Cayman		3,610,832	$	8,999,998.76		N/A		N/A		1,805,416	$	8,999,998.76
Citadel CEMF Investments Ltd. c/o Citadel Enterprise Americas LLC Southeast Financial Center 200 S. Biscayne Blvd., Suite 3300 Miami, FL 33131 [* * * ] Email: [* * * ] Residence: Cayman		2,848,544	$	7,099,995.92		N/A		N/A		1,424,272	$	7,099,995.92


Venrock Healthcare Capital Partners EG, L.P. 7 Bryant Park, 23rd Floor New York, NY 10018 Email: [* * * ] Residence: Delaware	N/A		N/A	1,711,738	$	4,264,795.23	855,869	$	4,264,795.23
Venrock Healthcare Capital Partners III, L.P. 7 Bryant Park, 23rd Floor New York, NY 10018 Email: [* * * ] Residence: Delaware	N/A		N/A	633,114	$	1,577,403.54	316,557	$	1,577,403.54
VHCP Co-Investment Holdings III, LLC 7 Bryant Park, 23rd Floor New York, NY 10018 Email: [* * * ] Residence: Delaware	N/A		N/A	63,336	$	157,801.65	31,668	$	157,801.65
North Bridge Venture Partners V-A, L.P. 150 A Street, Suite 102 Needham, MA 02494 Email: [* * * ] Residence: Delaware	403,858	$	1,006,616.07	N/A		N/A	201,929	$	1,006,616.07


North Bridge Venture Partners V-B, L.P. 150 A Street, Suite 102 Needham, MA 02494 Email: [* * * ] Residence: Delaware	197,946	$	493,380.41	N/A	N/A	98,973	$	493,380.41
North Bridge Venture Partners VI, L.P. 150 A Street, Suite 102 Needham, MA 02494 Email: [* * * ] Residence: Delaware	1,203,612	$	3,000,002.91	N/A	N/A	601,806	$	3,000,002.91
NCP RFM LP 130 Main St. 2^nd Floor New Canaan, CT 06840 Email: [* * * ] Residence: Delaware	246,250	$	613,778.13	N/A	N/A	123,125	$	613,778.13
Pinehurst Partners, L.P. c/o Nantahala Capital Management, LLC 130 Main Street 2nd Floor New Canaan, CT 06840 Residence: Delaware With a copy to Pinehurst Partners, L.P. 590 Madison Avenue 31st Floor New York, NY 10022	148,066	$	369,054.51	N/A	N/A	74,033	$	369,054.51


Nantahala Capital Partners Limited Partnership 130 Main St. 2^nd Floor New Canaan, CT 06840 Email: [* * * ] Residence: Massachusetts	122,084	$	304,294.37	N/A	N/A	61,042	$	304,294.37
Corbin Hedged Equity Fund, L.P. c/o Nantahala Capital Management, LLC 130 Main Street 2nd Floor New Canaan, CT 06840 Residence: Delaware With a copy to Corbin Hedged Equity Fund, L.P. 590 Madison Avenue 31st Floor New York, NY 10022	43,432	$	108,254.26	N/A	N/A	21,716	$	108,254.26
Blackwell Partners LLC - Series A c/o Nantahala Capital Management, LLC 130 Main Street 2nd Floor New Canaan, CT 06840 Residence: Georgia With a copy to Blackwell Partners LLC – Series A 280 South Mangum Street, Suite 210 Durham, NC 27701 Email: [* * * ]	844,380	$	2,104,617.15	N/A	N/A	422,190	$	2,104,617.15


Samsara BioCapital, LP 628 Middlefield Road Palo Alto, CA 94301 Email: [* * * ] Residence: Delaware	1,003,010	$	2,500,002.43	N/A	N/A	501,505	$	2,500,002.43
Woodline Master Fund LP 4 Embarcadero Center, Suite 3450 San Francisco, CA 94111 Email: [* * * ] Residence: Cayman	641,926	$	1,600,000.56	N/A	N/A	320,963	$	1,600,000.56
Parkman HP Master Fund LP 700 Canal Street, 2^nd Floor Stamford, CT 06902 Email: [* * * ] Residence: Cayman	163,512	$	407,553.66	N/A	N/A	81,756	$	407,553.66
Schonfeld EXT Master Fund LP 700 Canal Street, 2^nd Floor Stamford, CT 06902 Email: [* * * ] Residence: Cayman	436,488	$	1,087,946.34	N/A	N/A	218,244	$	1,087,946.34


Alyeska Master Fund, L.P. ATTN: Jason Bragg 77 W. Wacker, Suite 700 Chicago, IL 60601 Email: [* * * ] Residence: Cayman	481,446	$	1,200,004.16	N/A	N/A	240,723	$	1,200,004.16
Rosalind Master Fund L.P. Rosalind Advisors, Inc. 15 Wellesley Street West, Suite 326 Toronto, ON M4Y 0G7 [* * * ] Email: [* * * ] Residence: Cayman	483,252	$	1,204,505.61	N/A	N/A	241,626	$	1,204,505.61
Lockheed Martin Corporation Master Retirement Trust c/o Lockheed Martin Investment Management Company 6801 Rockledge Drive, MP 150 Bethesda, MD 20817 Residence: New York Correspondence Address: c/o Pura Vida Investments, LLC Attn: Cara Bradfield 512 W 22nd St., 7th Floor New York, NY 10011 Email: [* * * ]	257,912	$	642,845.66	N/A	N/A	128,956	$	642,845.66


Pura Vida X Fund LP c/o Pura Vida Investments, LLC Attn: Cara Bradfield 512 W 22nd St., 7th Floor New York, NY 10011 Email: [* * * ] Residence: Delaware	143,292	$	357,155.31	N/A		N/A	71,646	$	357,155.31
DAFNA Lifescience L.P. 10990 Wilshire Blvd., Suite 1400 Los Angeles, CA 90024 Email: [* * * ] Residence: Delaware	270,814	$	675,003.90	N/A		N/A	135,407	$	675,003.90
DAFNA Lifescience Select L.P. 10990 Wilshire Blvd., Suite 1400 Los Angeles, CA 90024 Email: [* * * ] Residence: Delaware	90,270	$	224,997.98	N/A		N/A	45,135	$	224,997.98

Totals:	17,652,962	$	44,000,007.83	2,408,188	$	6,000,000.42	10,030,575	$	50,000,008.25

EXHIBIT B

Form of Pre-Funded Warrant

EXHIBIT C

Form of Purchase Warrant

EXHIBIT D

Form of Registration Rights Agreement

APPENDIX I

Form of Investor Questionnaire

APPENDIX I

INVESTOR QUESTIONNAIRE

To: Lyra Therapeutics, Inc.

This Investor Questionnaire (“Questionnaire”) must be completed by each potential investor in connection with the offer and sale of the shares of common stock, par value $0.001 per share (“Common Stock”) (and/or pre-funded warrants to purchase shares of Common Stock), and Common Stock purchase warrants to purchase shares of Common Stock (collectively, the “Securities”), of Lyra Therapeutics, Inc., a Delaware corporation (the “Corporation”). The Securities are being offered and sold by the Corporation without registration under the Securities Act of 1933, as amended (the “Securities Act”), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(a)(2) of the Securities Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling the Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemptions from registration is based in part on the information herein supplied.

This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. By signing this Questionnaire, you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Securities Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

PART A. BACKGROUND INFORMATION

Name of Beneficial Owner of the Securities:

Business Address:

(Number and Street)



City:	State:	Zip Code:

Telephone Number:

If a corporation, partnership, limited liability company, trust or other entity:

Type of entity:



State of formation:		Approximate Date of formation:

Were you formed for the purpose of investing in the securities being offered? Yes ☐ No ☐

If an individual:

Residence Address:

(Number and Street)



City:	State:	Zip Code:

Telephone Number:



Age:	Citizenship:	Where registered to vote:

Set forth in the space provided below the state(s), if any, in the United States in which you maintained your residence during the past two years and the dates during which you resided in each state:

Are you a director or executive officer of the Corporation? Yes ☐ No ☐

Social Security or Taxpayer Identification No.:

PART B. ACCREDITED INVESTOR QUESTIONNAIRE

In order for the Corporation to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained regarding your investor status. Please initial each category applicable to you as a purchaser of Securities of the Corporation.


☐	(1)	A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

☐	(2)	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

☐	(3)	An insurance company as defined in Section 2(a)(13) of the Securities Act;

☐	(4)	An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act;

☐	(5)	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

☐	(6)	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐	(7)	An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

☐	(8)	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

☐	(9)	An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000;


☐	(10)	A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Corporation;

☐	(11)	A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000 (exclusive of the value of that person’s primary residence);

☐	(12)	A natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000, in each of those years, and has a reasonable expectation of reaching the same income level in the current year;

☐	(13)	An executive officer or director of the Corporation;

☐	(14)	An entity in which all of the equity owners qualify under any of the above subparagraphs. If the undersigned belongs to this investor category only, list the equity owners of the undersigned, and the investor category which each such equity owner satisfies.

PART C. BAD ACTOR QUESTIONNAIRE

1.	During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter?


Yes	☐	(If yes, please continue to Question 1.a)

No	☐	(If no, please continue to Question 2)

If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities?

Yes ☐ No ☐

2.	Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter?


Yes	☐	(If yes, please continue to Question 2.a)

No	☐	(If no, please continue to Question 3)

If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities?

Yes ☐ No ☐

3.	Are you subject to any final order¹ of any governmental commission, authority, agency or officer²(2) related to any securities, insurance or banking matter?


Yes	☐	(If yes, please continue to Question 3.a)

No	☐	(If no, please continue to Question 4)

If your answer to Question 3 was “yes”:

Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities?

Yes ☐ No ☐

ii)

Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct?

Yes ☐ No ☐

4.	Are you subject to any SEC disciplinary order?³(3)


Yes	☐	(If yes, please continue to Question 4.a)

No	☐	(If no, please continue to Question 5)

a) If your answer to Question 4 was “yes”, does the order currently: (i) suspend or revoke your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place limitations on your activities, functions or operations; or (iii) bar you from being associated with any particular entity or class of entities or from participating in the offering of any penny stock?

5.	Are you subject to any SEC cease and desist order entered within the past five years?


Yes	☐	(If yes, please continue to Question 5.a)

No	☐	(If no, please continue to Question 6)

If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws⁴ or (ii) Section 5 of the Securities Act?

Yes ☐ No ☐

A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.

You may limit your response to final orders of: (i) state securities commissions (or state agencies/officers that perform a similar function); (ii) state authorities that supervise or examine banks, savings associations or credit unions; (iii) state insurance commissions (or state agencies/officers that perform a similar function); (iv) federal banking agencies; (v) the U.S. Commodity Futures Trading Commission; or (vi) the U.S. National Credit Union Administration.

³	You may limit your response to disciplinary orders issued pursuant to Sections 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act of 1940 (the “Advisers Act”).

⁴	Including (but not limited to) Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(1) of the Exchange Act, and Section 206(1) of the Advisers Act or any other rule or regulation thereunder.

6.	Have you been suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association?


Yes	☐	(If yes, please describe the basis of any such suspension or expulsion and any related details in the space provided under Question 10 below)⁵

No	☐	(If no, please continue to Question 7)

7.	Have you registered a securities offering with the SEC, made an offering under Regulation A or been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC?


Yes	☐	(If yes, please continue to Question 7.a)

No	☐	(If no, please continue to Question 8)

If your answer to Question 7 was “yes”:

During the past five years, was any such registration statement or Regulation A offering statement the subject of a refusal order, stop order or order suspending the Regulation A exemption?

Yes ☐ No ☐

ii)

Is any such registration statement or Regulation A offering statement currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued?

Yes ☐ No ☐

8.	Are you subject to a U.S. Postal Service false representation order entered within the past five years?

Yes ☐ No ☐

9.	Are you currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?

Yes ☐ No ☐

10.

In the space provided below, describe any facts or circumstances that caused you to answer “yes” to any Question (indicating the corresponding Question number). Attach additional pages if necessary.

⁵	In providing additional information, please explain whether or not the suspension or expulsion resulted from “any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.”

A.	FOR EXECUTION BY AN INDIVIDUAL:

B.	FOR EXECUTION BY AN ENTITY:


				Entity Name:

				By:

				Print Name:

				Title:

Date

C.	ADDITIONAL SIGNATURES (if required by partnership, corporation or trust document):


				Entity Name:

				By:

				Print Name:

				Title:

Date


				Entity Name:

				By:

				Print Name:

				Title:

Date

APPENDIX II

Form of Selling Stockholder Questionnaire

APPENDIX II

SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE

Name of Selling Stockholder (please print)

LYRA THERAPEUTICS, INC.

QUESTIONNAIRE FOR SELLING STOCKHOLDERS

IMPORTANT: IMMEDIATE ATTENTION REQUIRED

This Questionnaire is being furnished to all persons or entities (the “Investors”) electing to purchase shares of common stock, par value $0.001 per share (the “Common Stock”) (and/or pre-funded warrants to purchase shares of Common Stock), and Common Stock purchase warrants to purchase shares of Common Stock of Lyra Therapeutics, Inc. (the “Company”) pursuant to the Securities Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”) to which this Questionnaire is an Appendix. This Questionnaire relates to certain information required to be disclosed in the registration statement (the “Registration Statement”) being prepared by the Company for filing with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement entered into by and among the Company and the Investors (the “Registration Rights Agreement”) in connection with the Purchase Agreement. The Company must receive a completed Questionnaire from each Investor in order to include such Investor’s shares of Common Stock in the Registration Statement.

The furnishing of accurate and complete responses to the questions posed in this Questionnaire is an extremely important part of the registration process. The inclusion of inaccurate or incomplete disclosures in the Registration Statement can result in potential liabilities, both civil and criminal, to the Company and to the individuals who furnish the information. Accordingly, Investors are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and related prospectus.

PLEASE GIVE A RESPONSE TO EVERY QUESTION, indicating “None” or “Not Applicable” where appropriate. Please complete, sign, and return one copy of this Questionnaire by facsimile, email or overnight courier as soon as possible.

Latham & Watkins LLP

200 Clarendon Street, 27th Floor

Boston, MA 02116

Attn: Gregory M. Drozdzal

Fax: (617) 880-4743

E-mail: ***@***

Unless stated otherwise, answers should be given as of the date you complete this Questionnaire. However, it is your responsibility to inform us of any changes that may occur to your situation. If there is any situation about which you have any doubt, or if you are uncertain as to the meaning of any terms used in this Questionnaire, please contact Samuel P. Niles at ###-###-#### or ***@***.

PART I - STOCK OWNERSHIP

Item 1. Beneficial Ownership.

a. Deemed Beneficial Ownership. Please state the amount of securities of the Company you own on the date you complete this Questionnaire. (If none, please so state in each case.)


		Number of Shares of
Amount Beneficially Owned¹		Common Stock Owned


Please state the number of shares owned by you or by family members, trusts and other organizations with which you have a relationship, and any other shares of which you may be deemed to be the “beneficial owner”¹:

Total Shares:

Of such shares:

Shares as to which you have sole voting power:

Shares as to which you have shared voting power:

Shares as to which you have sole investment power:

Shares as to which you have shared investment power:

Shares which you will have a right to acquire before 60 days after the date you complete this questionnaire through the exercise of options, warrants or otherwise:

Do you have any present plans to exercise options or otherwise acquire, dispose of or to transfer shares of Common Stock of the Company between the date you complete this Questionnaire and the date which is 60 days after the date in which the Registration Statement is filed?

Answer:

If so, please describe.

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

Answer:

c. Disclaimer of Beneficial Ownership. Do you wish to disclaim beneficial ownership¹ of any of the shares reported in response to Item 1(a)?

Answer:

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


Name and Address of	Relationship of	Number of Shares
Actual Beneficial Owner	Such Person To You	Beneficially Owned

d. Shared Voting or Investment Power over Securities. Will any person be deemed to have beneficial ownership over any of the Securities purchased by you pursuant to the Purchase Agreement?

Answer:

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


Name and Address of	Relationship of	Number of Shares
Beneficial Owner	Such Person To You	Beneficially Owned

Item 2. Major Shareholders. Please state below the names of persons or groups known by you to own beneficially¹ more than 5% of the Company’s Common Stock.

Answer:

Item 3. Change of Control. Do you know of any contractual arrangements, including any pledge of securities of the Company, the operation of which may at a subsequent date result in a change of control of the Company?

Answer:

Item 4. Relationship with the Company. Please state the nature of any position, office or other material relationship you have, or have had within the past three years, with the Company or its affiliates.


				Nature of
		Name		Relationship

Item 5. Broker-Dealer Status. Is the Investor a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)?

☐ Yes.

☐ No.

If so, please answer the remaining questions under this Item 5.

Note that the Company will be required to identify any registered broker-dealer as an underwriter in the Registration Statement and related prospectus.

a. If the Investor is a registered broker-dealer, please indicate whether the Investor purchased its Common Stock for investment or acquired them as transaction-based compensation for investment banking or similar services.

Answer:

Note that if the Investor is a registered broker-dealer and received its Common Stock other than as transaction-based compensation, the Company is required to identify the Investor as an underwriter in the Registration Statement and related prospectus.

b. Is the Investor an affiliate of a registered broker-dealer? For purposes of this Question, an “affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified.

☐ Yes.

☐ No.

If so, please answer questions (i)-(iii) below under this Item 5(b).

i. Please describe the affiliation between the Investor and any registered broker-dealers:

ii. If the Common Stock was received by the Investor other than in the ordinary course of business, please describe the circumstances:

iii. If the Investor, at the time of its receipt of Common Stock, has had any agreements or understandings, directly or indirectly, with any person to distribute the Common Stock, please describe such agreements or understandings:

Note that if the Investor is an affiliate of a broker-dealer and did not receive its Common Stock in the ordinary course of business or at the time of receipt had any agreements or understandings, directly or indirectly, to distribute the securities, the Company must identify the Investor as an underwriter in the Registration Statement and related prospectus.

Item 6. Nature of Beneficial Holding. The purpose of this question is to identify the ultimate natural person(s) or publicly held entity that exercise(s) sole or shared voting or dispositive power over the Registrable Securities (as defined in the Registration Rights Agreement).

a. Is the Investor a natural person?

☐ Yes.

☐ No.

b. Is the Investor required to file, or is it a wholly owned subsidiary of a company that is required to file, periodic and other reports (for example, Form 10-K, 10-Q, 8-K) with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act?

☐ Yes.

☐ No.

c. Is the Investor an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended?

☐ Yes.

☐ No.

If a subsidiary, please identify the publicly held parent entity:

d. If you answered “no” to questions (a), (b) and (c) above, please identify the controlling person(s) of the Investor (the “Controlling Entity”). If the Controlling Entity is not a natural person or a publicly held entity, please identify each controlling person(s) of such Controlling Entity. This process should be repeated until you reach natural persons or a publicly held entity that exercises sole or shared voting or dispositive power over the Registrable Securities:

***PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS BE NAMED IN THE PROSPECTUS***

PART II - CERTAIN TRANSACTIONS

Item 7. Transactions with the Company. If you, any of your associates², or any member of your immediate family³ had or will have any direct or indirect material interest in any transactions⁴ or series of transactions to which the Company or any of its subsidiaries was a party at any time since January 1, 2020 or in any currently proposed transactions or series of transactions in which the Company or any of its subsidiaries will be a party, in which the amount involved exceeds $120,000, please specify (a) the names of the parties to the transaction(s) and their relationship to you, (b) the nature of the interest in the transaction, (c) the amount involved in the transaction, and (d) the amount of the interest in the transaction. If the answer is “none”, please so state.

Answer:

Item 8. Third Party Payments. Please describe any compensation paid to you by a third party pursuant to any arrangement between the Company and any such third party.

Answer:

PART III – PLAN OF DISTRIBUTION

The selling securityholders and any of their pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling securityholders may use one or more of the following methods when disposing of the shares or interests therein:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

through brokers, dealers or underwriters that may act solely as agents;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

through the writing or settlement of options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise;

•

broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

•

a combination of any such methods of disposition; and

•

any other method permitted pursuant to applicable law.

The selling securityholders may also sell shares under Rule 144 or Rule 904 under the Securities Act of 1933, as amended, or Securities Act, if available, or Section 4(a)(1) under the Securities Act, rather than under this prospectus.

Broker-dealers engaged by the selling securityholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling securityholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling securityholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling securityholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus.

Upon being notified in writing by a selling securityholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling securityholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or

incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a selling securityholder that a donee or pledgee intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law.

The selling securityholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of the shares of common stock or interests in shares of common stock, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling securityholders may also sell shares of common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling securityholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any profits realized by such selling securityholders or compensation received by such broker-dealers or agents may be deemed to be underwriting commissions or discounts under the Securities Act. The maximum commission or discount to be received by any member of the Financial Industry Regulatory Authority (FINRA) or independent broker-dealer will not be greater than 8% of the initial gross proceeds from the sale of any security being sold.

We have advised the selling securityholders that they are required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended, during such time as they may be engaged in a distribution of the shares. The foregoing may affect the marketability of the common stock.

The aggregate proceeds to the selling securityholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

We are required to pay all fees and expenses incident to the registration of the shares. We have agreed to indemnify the selling securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act or otherwise.

We have agreed with the selling securityholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (a) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement and (b) such time as none of the shares covered by this prospectus constitute “registrable securities”, as such term is defined in the registration rights agreement by and among us and the selling securityholders.

* * *

The undersigned has reviewed the Plan of Distribution set forth above and does not have a present intention of effecting a sale in a manner not described therein.


	Agree	Disagree
(If left blank, response will be deemed to be “Agree”.)

The undersigned hereby represents that the undersigned is familiar with Interpretation A.65 in the Securities and Exchange Commission, Division of Corporation Finance, Manual of Publicly Available Telephone Interpretations dated July 1997, a copy of which is attached hereto as Exhibit I, and that the undersigned will comply with all applicable laws in respect of its sales of the Common Stock.

SIGNATURE

The undersigned understands that the Company anticipates filing the Registration Statement within the time frame set forth in the Registration Rights Agreement. If at any time any of the information set forth in my responses to this Questionnaire has materially changed due to passage of time (other than due to the receipt of the Common Stock set forth opposite the undersigned’s name in the Schedule of Investors in the Purchase Agreement), or any development occurs which requires a change in any of my answers, or has for any other reason become incorrect, the undersigned agrees to furnish as soon as practicable to the individual to whom a copy of this Questionnaire is to be sent, as indicated and at the address shown on the first page hereof, any necessary or appropriate correcting information. Otherwise, the Company is to understand that the above information continues to be, to the best of my knowledge, information and belief, complete and correct.

Upon any sale of Common Stock pursuant to the Registration Statement, the undersigned hereby agrees to deliver to the Company and the Company’s transfer agent the Certificate of Subsequent Sale set forth in Exhibit II attached hereto.

The undersigned understands that the information that the undersigned is furnishing to the Company herein will be used by the Company in the preparation of the Registration Statement.


	Name of Investor:

Date: ______________, 2023	Signature:

	Print Name:

	Title (if applicable):
	Address:


		Street


		Street


		City State Zip Code


		Telephone Number


		Email Address

FOOTNOTES

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

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

Ordinarily, shares held in the name of your spouse or minor child should be considered as beneficially owned by you absent special circumstances to indicate that you do not have, as a practical matter, voting power or investment power over such shares. Similarly, absent countervailing facts, securities held in the name of relatives who share your home are to be reported as being beneficially owned by you. In addition, securities held for your benefit in the name of others, such as nominees, trustees and other fiduciaries, securities held by a partnership of which you are a partner, and securities held by a corporation controlled by you should be regarded as beneficially owned by you.

This definition of beneficial ownership is very broad; therefore, even though you may not actually have or share voting or investment power with respect to securities owned by persons in your family or living in your home, you should include such shares in your beneficial ownership disclosure and may then disclaim beneficial ownership of such securities.

Associate. The term “associate”, as defined in Rule 14a-1 under the Exchange Act, means (a) any corporation or organization (other than the Company or any of its majority owned subsidiaries) of which you are an officer or partner or are, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (b) any trust or other estate in which you have a substantial beneficial interest or as to which you serve as trustee or in a similar capacity, and (c) your spouse, or any relative of yours or relative of your spouse living in your home or who is a director or officer of the Company or of any subsidiary. The term “relative of yours” as used in this Questionnaire refers to any relative or spouse of yours, or any relative of such spouse, who has the same home as you or who is a director or officer of any subsidiary of the Company.

Please identify your associate referred to in your answer and indicate your relationship.

3.	Immediate Family. The members of your “immediate family” are deemed to include the following: your spouse; your parents; your children; your siblings; your mother-in-law or father-in-law; your sons- and daughters-in-law; and your brothers- and sisters-in-law.

Transactions. The term “transaction” is to be understood in its broadest sense, and includes the direct or indirect receipt of anything of value. Please note that indirect as well as direct material interests in transactions are to be disclosed. Transactions in which you would have a direct interest would include your purchasing or leasing anything (stock in a business acquired by the Company, office space, plants, Company apartments, computers, raw materials, finished goods, etc.) from or selling or leasing anything to, or borrowing or lending cash or other property from or to, the Company, or any subsidiary.

Exhibit I

Securities Act Sections Compliance and Disclosure Interpretations Section 239.10: “An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.”

Exhibit II

CERTIFICATE OF SUBSEQUENT SALE

American Stock Transfer & Trust Company, LLC

RE:

Sale of Shares of Common Stock of Lyra Therapeutics, Inc. (the “Company”) pursuant to the Company’s Prospectus dated _____________, ____ (the “Prospectus”)

Dear Sir/Madam:

The undersigned hereby certifies, in connection with the sale of shares of Common Stock of the Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described under the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, including, without limitation, the Prospectus delivery requirements of the Securities Act of 1933, as amended.

Selling Stockholder (the beneficial owner):

Record Holder (e.g., if held in name of nominee):

Book Entry Position or Restricted Stock Certificate No.(s):

Number of Shares Sold:

Date of Sale:

In the event that you receive a stock certificate(s) or evidence of a book entry position representing more shares of Common Stock than have been sold by the undersigned, then you should return to the undersigned a newly issued certificate or book entry position for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such certificate. Notwithstanding the foregoing, in the event that the undersigned executes and delivers to you and to the Company the certification set forth on Annex I, upon instructions from the Company, you should return to the undersigned a newly issued certificate or book entry position for such excess shares of Common Stock in the name of the Record Holder without any restrictive legend. In addition, no subsequent certification will be required to be delivered to you by the undersigned provided that the representations and warranties set forth on Annex I have been delivered to you and continue to be accurate.


				Very truly yours,

Dated:				By:

				Print Name:

				Title:

cc:	Lyra Therapeutics, Inc.

480 Arsenal Way

Watertown, MA 02472

Attn: General Counsel

Annex I

In connection with any excess shares to be returned to the Selling Stockholder upon a sale of shares of Common Stock of Lyra Therapeutics, Inc. (the “Company”) included in the table of Selling Stockholders in the Prospectus, the undersigned hereby certifies to the Company and American Stock Transfer & Trust Company, LLC, that:

1. In connection with the sale by the undersigned stockholder of any of the shares of Common Stock, the undersigned stockholder will deliver a copy of the Prospectus included in the Registration Statement to the purchaser directly or through the undersigned stockholder’s broker-dealer in compliance with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934.

2. Any such sale will be made only in the manner described under “Plan of Distribution” in the Prospectus.

3. The undersigned stockholder will only sell the shares of Common Stock while the Registration Statement is effective, unless another exemption from registration is available.

4. The Company and its attorneys may rely on this letter to the same extent as if it were addressed to them.

5. The undersigned stockholder agrees to notify you immediately of any development or occurrence which to his, her or its knowledge would render any of the foregoing representations and agreements inaccurate.

All terms not defined herein are as defined in the Securities Purchase Agreement entered into in May [ • ], 2023 among the Company and the Investors.


				Very truly yours,

Dated:				By:

				Print Name:

				Title: