Exchange of Karyopharm Therapeutics Inc. 3.00% Convertible Senior Notes due 2025 for Common Stock, Warrants to Purchase Common Stock and Pre-Funded Warrants to Purchase Common Stock

The Exchange. Subject to the terms and conditions of this Exchange Agreement, the Investor and the other Exchanging Holders hereby deliver, assign and transfer to the Company all right, title and interest in the aggregate principal amount of Notes, including accrued and unpaid interest, set forth in column 2 of Exhibit A (such principal amount of Notes, the “Exchanged Notes”) in exchange for: (i) the number of Exchange Shares as set forth in column 3 of Exhibit A, (ii) the number of Pre-Funded Warrants as set forth in column 4 of Exhibit A (the “Exchanged Pre-Funded Warrants”) and (iii) the number of Common Stock Warrants as set forth in column 5 of Exhibit A (the “Exchanged Common Stock Warrants” and, together with the Exchanged Pre-Funded Warrants, the “Exchanged Warrants,” which, together with the Exchange Shares, shall be the “New Securities”), and the Company agrees to deliver the applicable amounts of such Exchanging Holder’s New Securities to such Exchanging Holder in exchange for such Exchanged Notes tendered by such Exchanging Holder in the Exchange on the Closing Date. Subject to the terms and conditions of this Exchange Agreement, the Investor, on behalf of itself and each Exchanging Holder, hereby (a) waives any and all rights with respect to such Exchanged Notes, and (b) releases and discharges the Company from any and all claims the Investor and each Exchanging Holder may now have, or may have in the future, arising out of, or related to, such Exchanged Notes. For the avoidance of doubt, there shall be no payments of accrued and unpaid interest on the Exchanged Notes from, and including, April 15, 2025 to, but excluding, the Closing Date in connection with the Exchange.

The Closing. The closing of the Exchange (the “Closing”) shall take place electronically at 8:00 AM, New York City time, on October 10, 2025, or at such other time and place as the Company may designate by notice to the Investor (the “Closing Date”); provided that the Closing Date cannot be later than October 15, 2025 (the “Cutoff Date”) without the prior written consent of the Company and the Investor.

Closing Mechanics.

At or prior to the times set forth in the Exchange Procedures set forth in Exhibit D hereto (the “Exchange Procedures”), the Investor, on behalf of itself and/or any other Account, shall deliver and/or cause the Exchanging Holders to deliver the Exchanged Notes, by book entry transfer through the facilities of DTC, to the Notes Trustee, for the account/benefit of the Company for cancellation as instructed in the Exchange Procedures; and

On or prior to the Closing Date, subject to satisfaction of the conditions precedent specified in Section 6 hereof, and the prior receipt by the Notes Trustee from each Exchanging Holder of the Exchanged Notes:

each Exchanging Holder shall execute and deliver this Exchange Agreement;

the Company shall execute and deliver this Exchange Agreement;

the Company shall deliver or cause to be delivered to each Exchanging Holder a number of Exchange Shares equal to the number of Exchange Shares as set forth in column 3 of Exhibit A to the DTC participant identified on such Exchanging Holder’s Settlement Details in the form of Exhibit E through the facilities of DTC;

the Company shall execute and deliver to each Exchanging Holder the number of Pre-Funded Warrants as set forth in column 4 of Exhibit A; and

the Company shall execute and deliver to each Exchanging Holder the number of Common Stock Warrants as set forth in column 5 of Exhibit A.

Within one Business Day of receiving the interest payment in respect of the Exchanged Notes with an Interest Payment Date (as defined by the indenture governing the Exchanged Notes) of October 15, 2025 and subject to the satisfaction of the Company’s obligations in Section 3(b) above and, for the avoidance of doubt, subject to the Investor having received such interest payment on October 15, 2025 in respect of the Exchanged Notes, the Investor shall pay $[●] to the Company in cash (by wire transfer of immediately available funds to an account designated by the Company). For the avoidance of doubt, the Company acknowledges and agrees that the Investor was the beneficial holder of the Exchanged Notes as of the Regular Record Date (as defined by the indenture governing the Exchanged Notes) occurring on October 1, 2025, and the Investor is entitled to receive (and the Company shall cause to be paid in accordance with the indenture governing the Exchanged Notes) all interest payable in respect of the Exchanged Notes on the Interest Payment Date of October 15, 2025.

Representations and Warranties of the Company. The Company represents and warrants to the Investor (and each Account, as applicable) that:

Organization. The Company is duly organized and validly existing as a corporation and is in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority to own its properties and to carry on its business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign entity to do business (where such concept exists) and is in good standing in every jurisdiction (where such concept exists) in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, unless the failure to so qualify has not had and would not reasonably be expected to have a material adverse effect on the Company.

Due Authorization. This Exchange Agreement has been duly authorized, executed and delivered by the Company.

Exchange Shares. The Exchange Shares have been duly authorized by the Company and when delivered to each Exchanging Holder pursuant to the Exchange against delivery of the Exchanged Notes therefor in accordance with the terms of this Exchange Agreement, will be validly issued, fully paid and non-assessable, and the issuance of any such Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. The Warrants have been duly authorized by the Company and, when duly executed by the Company, upon delivery to the Exchanging Holders in accordance with the terms of the Exchange, will be validly issued and delivered, will constitute valid and binding obligations of the Company, enforceable against the Company, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”). The Warrant Shares initially issuable upon exercise of the Warrants (assuming full exercise of the Warrants) have been duly and validly authorized and reserved for by the Company and, when issued upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable, and the issuance of any Warrant Shares will not be subject to any preemptive, participation, rights of first refusal or similar rights. At or prior to the Closing, a Listing of Additional Shares notification form covering the Exchange Shares shall have been submitted to the Nasdaq Stock Market.

Exchange Agreement. The Company has all requisite corporate power and authority to perform its obligations under this Exchange Agreement. This Exchange Agreement has been duly authorized by the Company and will have been duly executed and delivered by the Company on or prior to the Closing. Assuming due authorization, execution and delivery by the other parties thereto, this Exchange Agreement, upon execution and delivery thereof by the Company will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Exemption from Registration. Assuming the accuracy of the representations and warranties of the Investor and each other investor executing an Exchange Agreement, (1) the issuance of the New Securities in connection with the Exchange pursuant to this Exchange Agreement is exempt from the registration requirements of the Securities Act pursuant to 4(a)(2) of the Securities Act; and (2) when issued to the Exchanging Holder, the Exchange Shares will be issued free of any restrictive legend.

No Conflicts. The execution, delivery and performance of this Exchange Agreement by the Company, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Exchange Shares and the Warrants and any issuance of Warrant Shares, will not: (i) result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational document of the Company or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over the properties or assets of the Company or any of its properties or assets, except, with respect to clauses (i) and (iii), conflicts, breaches, violations, impositions or defaults that would not

Governmental Authorizations. Except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the Company: (a) the Company possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business (the “Required Authorizations”), the Company has not received any notice of proceedings relating to the revocation or modification of any such Required Authorizations and all Required Authorizations are valid and in full force and effect, and (b) no authorization of, or registration, notice or filing with, any governmental authority is required to be obtained or made by the Company for (i) the execution, delivery and performance by the Company of this Exchange Agreement, and (ii) the consummation by the Company of the transactions contemplated hereby, except (A) for such as have already been obtained or made prior to the Closing Date that are in full force and effect, (B) pursuant to applicable federal and state securities laws, rules and regulations, or (C) for filings expressly contemplated or required by this Exchange Agreement.

SEC Reporting. The Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Reports”) from January 1, 2025 to the date of this Exchange Agreement. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Reports.

Nasdaq Compliance. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. No approval of the stockholders of the Company under the rules and regulations of Nasdaq (including Rule 5635 of the Nasdaq Listing Rules) is required to issue and deliver the New Securities to the Investor.

Legal Proceedings. There is no action, lawsuit, arbitration, claim or proceeding pending or, to the knowledge of the Company, threatened, against the Company that would reasonably be expected to impede the consummation of the Exchange.

Capitalization. The Company is authorized under its amended and restated certificate of incorporation (the “Certificate of Incorporation”) to issue 53,333,333 shares of Stock. The Company’s disclosure of its issued and outstanding capital stock in its most recent SEC Report containing such disclosure was accurate in all material respects as of the date indicated in such SEC Report. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable; none of such shares were issued in violation of any preemptive 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 preemptive or similar statutory or contractual rights with respect to the issuance by the Company of any securities of the Company. Except for the Recapitalization Transactions (including, for the avoidance of doubt, the Exchange contemplated hereunder and the consummation of any other

Exchange. The Company acknowledges that the terms of the Exchange have been mutually negotiated between the parties.

Investment Company. The Company is not and, after giving effect to the transactions contemplated by this Exchange Agreement, will not be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

FIRPTA. The Company is not a “United States real property holding corporation” within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended.

Representations and Warranties of the Investor. The Investor hereby represents and warrants to and covenants with the Company, on behalf of itself and each Account, as applicable, that:

The Investor is validly existing as a corporation, limited liability company, limited partnership or other form, as applicable, and is in good standing (to the extent such concept is applicable in the relevant jurisdictions) under the laws of the jurisdiction of its incorporation, organization or formation, as applicable.

The Investor has all requisite corporate, limited partnership, limited liability company or other applicable entity power and authority to deliver, assign and transfer the Exchanged Notes in exchange for the New Securities pursuant to this Exchange Agreement and to enter into this Exchange Agreement and perform all obligations required to be performed by the Investor hereunder. This Exchange Agreement, when executed and delivered, has been duly authorized, executed and delivered by the Investor and constitutes the valid and binding obligation of the Investor and each Exchanging Holder, enforceable in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. If the Investor is executing this Exchange Agreement on behalf of an Account, (i) the Investor has all requisite discretionary and contractual authority to enter into this Exchange Agreement on behalf of, and, bind, each Account to the terms of this Exchange

Each Exchanging Holder participating in the Exchange is the current beneficial owner of the Exchanged Notes. When the Exchanged Notes are exchanged, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, adverse claims, rights or proxies.

Participation in the Exchange will not contravene (1) any law, rule, regulation or governmental or judicial decrees, injunctions or orders binding on the Investor or any Account or any investment guideline or restriction applicable to the Investor (or, if applicable, any Account), (2) the charter or bylaws (or equivalent organizational documents) of the Investor (or, if applicable, any Account) or (3) any agreement or instrument to which the Investor or any Account is a party or by which the Investor or any Account or any of their respective assets are bound.

The Investor (or applicable Account) is a resident of the jurisdiction set forth in Exhibit E and, unless otherwise set out in Exhibit A, is not acquiring the Exchange Shares as a nominee or agent or otherwise for any other person.

The Investor and each Account will comply with all applicable laws and regulations in effect in any jurisdiction in which the Investor or such Account acquires, pursuant to the Exchange, or sells Exchange Shares and will obtain any consent, approval or permission required for such acquisitions or sales under the laws and regulations of any jurisdiction to which the Investor or such Account is subject or in which the Investor or such Account makes such acquisitions or sales, and the Company shall not have any responsibility therefor.

The Investor and each Account have received a copy of the Exchange Agreement. The Investor acknowledges that: (1) no person has been authorized to give any information or to make any representation concerning the Exchange or the Company, other than as contained in this Exchange Agreement; and (2) the Company does not take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that may have been provided to the Investor. The Investor hereby acknowledges that Centerview Partners LLP and J. Wood Capital Advisors LLC (the “Exchange Advisors”) do not take any responsibility for, and can provide no assurance as to the reliability of, the information set forth in the Exchange Agreement or any such other information provided or deemed provided to the Investor by the Company.

The Investor and each Account understands and accepts that acquiring the Securities involves risks. The Investor and each Account has such knowledge, skill and experience in business, financial and investment matters that the Investor and each Account is capable of evaluating the merits and risks of the Exchange and an investment in the Securities. With the assistance of its own professional advisors (to the extent the Investor and each Account has deemed appropriate), the Investor and each Account has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Securities and the consequences of the Exchange and this Exchange Agreement. The Investor and each Account has considered the suitability of the Securities as an investment in light of its own circumstances and financial condition, and the Investor is, and each Account is, able to bear the risks associated with an investment in the Securities. The Investor and each Account understands that it should consult with its own tax advisors in order to determine the U.S. federal, state and local tax consequences of the Exchange as well as the ownership and disposition of the Securities, in light of the Investor’s and each Account’s particular circumstances.

The Investor confirms that neither it nor any Account is relying on any communication (written or oral) of the Company or the Exchange Advisors or any of their respective agents or affiliates as investment advice or as a recommendation to participate in the Exchange and receive the New Securities pursuant to the terms hereof. The Investor confirms that it has not relied on any statement (written or oral) of the Company, the Exchange Advisors or any of their respective affiliates as to the terms of the Securities. It is understood that information provided in the Exchange Agreement, or by the Company or the Exchange Advisors or any of their respective agents or affiliates, shall not be considered investment advice or a recommendation with respect to the Exchange, and that none of the Company, the Exchange Advisors or any of their respective agents or affiliates are acting or have acted as an advisor to the Investor or any Account in deciding whether to participate in the Exchange.

The Investor confirms, for itself and for each Account, that neither the Company nor the Exchange Advisors have (1) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities; or (2) made any representation to the Investor regarding the legality of an investment in the Securities under applicable investment guidelines, laws or regulations. In deciding to participate in the Exchange, neither the Investor nor any Account is relying on the advice or recommendations of the Company or the Exchange Advisors, and the Investor and each Account has made its own independent decision that the investment in the New Securities is suitable and appropriate for the Investor or such Account.

The Investor and each Account is a sophisticated participant in the transactions contemplated hereby and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is experienced in investing in capital markets and is able to bear the economic risk of an investment in the Securities. The Investor and each Account is familiar with the business and financial condition and operations of the Company and has conducted its own investigation of the Company and the Securities and has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby. The Investor and each Account has had access to the Company filings with the SEC and such other information concerning the Company and the Securities as it deems necessary to enable it to make an informed investment decision concerning the Exchange. The Investor and each Account has been offered the opportunity to ask questions of the Company and its representatives and has received answers thereto as the Investor or such Account deems necessary to enable it to make an informed investment decision concerning the Exchange and the Securities. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors, or its representatives shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained herein.

The Investor and each Account understands that no federal, state, local or foreign agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the fairness or advisability of such investment.

The Investor and each Account is an institutional “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act as well as a “qualified institutional buyer” as

The Investor and each Account is not directly, or indirectly through one or more intermediaries, controlling or controlled by, or under direct or indirect common control with, the Company and is not, and has not been for the immediately preceding three months, an “affiliate” (within the meaning of Rule 144 under the Securities Act) of the Company.

The Investor and each Account hereby confirms that its Exchanged Notes were either (i) acquired more than one year prior to the Closing Date or (ii) acquired from a noteholder who such Exchanging Holder had no reason to believe was, at the time of such sale or the immediately preceding three months, an “affiliate” (within the meaning of Rule 144 under the Securities Act) of the Company, and further hereby confirms that such Investor and each Account hereby confirms that it is entitled to rely on Rule 144(d)(3)(ii) in connection with its acquisition of the Securities (other than any Warrant Shares issued upon cash exercise of the Warrants).

The Investor and each Account is acquiring the Securities solely for the Investor’s or such Account’s own beneficial account, or for an account with respect to which the Investor or such Account exercises sole investment discretion, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities in violation of federal, state or other applicable securities laws. The Investor and each Account understands that the offer and sale of the Securities have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof that depend in part upon the representations made by the Investor and each Account in this Exchange Agreement.

The Investor and each Account understands that the Company is relying upon the representations and agreements contained in this Exchange Agreement (and any supplemental information) for the purpose of determining whether the Investor’s and such Account’s participation in the Exchange meets the requirements for the exemptions referenced in clause (o) above and whether the Exchange Shares may be issued without legends.

The Investor and each Account acknowledges and agrees that since the time such Investor or Account was wall crossed it has not, and prior to the Closing it will not, engage in any hedging transactions with respect to the Securities and that any hedging transactions that thereafter may be engaged in by it with respect to the Securities it will be conducted in compliance with the Securities Act and the rules and regulations promulgated thereunder and all other applicable laws.

The Investor and each Account acknowledges that the terms of the Exchange have been mutually negotiated between the Investor (for itself and on behalf of each Account), and the Company. The Investor was given a meaningful opportunity to negotiate the terms of the Exchange on behalf of itself and each Account.

The Investor and each Account acknowledges the Company intends to pay an advisory fee to the Exchange Advisors.

The Investor will, for itself and on behalf of each Account, upon request, execute and deliver any additional documents, information or certifications reasonably requested by the Company or the Notes Trustee or the Company’s transfer agent to complete the Exchange.

The Investor and each Account understands that, unless the Investor notifies the Company in writing to the contrary prior to the Closing, each of the Investor’s representations and warranties contained in this Exchange Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the Investor.

The participation in the Exchange by any Exchanging Holder was not conditioned by the Company on such Exchanging Holders’ exchange of a minimum principal amount of Exchanged Notes.

The Investor acknowledges that it and each Account had a sufficient amount of time to consider whether to participate in the Exchange and that neither the Company nor the Exchange Advisors have placed any pressure on the Investor or any Account to respond to the opportunity to participate in the Exchange. The Investor acknowledges that neither it nor any Account became aware of the Exchange through any form of general solicitation or advertising within the meaning of Rule 502 under the Securities Act.

The operations of the Investor and each Account have been conducted in material compliance with the rules and regulations administered or conducted by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”), the rules and regulations of the Foreign Corrupt Practices Act (“FCPA”) and the Anti-Money Laundering (“AML”) rules in the Bank Secrecy Act applicable to the Investor. The Investor has performed due diligence necessary to reasonably determine that its (or, where applicable, any Account’s) beneficial owners are not named on the lists of denied parties or blocked persons administered by OFAC, resident in or organized under the laws of a country that is the subject of comprehensive economic sanctions and embargoes administered or conducted by OFAC (“Sanctions”), are not otherwise the subject of Sanctions and have not been found to be in violation or under suspicion of violating OFAC, FCPA or AML rules and regulations.

The Investor and each Account acknowledges and agrees that the Exchange Advisors have not acted as a financial advisor or fiduciary to the Investor or such Account and that the Exchange Advisors and their respective directors, officers, employees, representatives and controlling persons have no responsibility for making, and have not made, any independent investigation of the information contained herein or in the Company’s SEC filings and make no representation or warranty to the Investor or such Account, express or implied, with respect to the Company or the Exchange or the accuracy, completeness or adequacy of the information provided to the Investor or the Account or any other publicly available information, nor will any of the foregoing persons be liable for any loss or damages of any kind resulting from the use of the information contained therein or otherwise supplied to the Investor or such Account.

The Investor and each Account acknowledges and agrees that no public market exists for the Warrants and that there is no assurance that a public market will ever develop for the Warrants.

The Investor and each Exchanging Holder acknowledges and understands that as of the date of this Exchange Agreement and at the time of the Closing, the Company may be in possession of material non-public information not known to the Investor or any Exchanging

Conditions to Obligations of the Investor and the Company. The obligations of the Investor to deliver, or to cause the Accounts to deliver, the Exchanged Notes and of the Company to deliver the New Securities are subject to the satisfaction at or prior to the Closing of the condition precedent that the representations and warranties of the Company on the one hand, and of the Investor on the other contained in Sections 4 and 5, respectively, shall be true and correct as of the Closing in all material respects with the same effect as though such representations and warranties had been made as of the Closing.

Covenants and Acknowledgments of the Company.

The Company hereby agrees to publicly disclose at or prior to 9:00 a.m., New York City time (the “Release Time”), on the first business day after the date hereof, the Exchange as contemplated by this Exchange Agreement in a press release or through the filing of a Current Report on Form 8-K. The Company hereby acknowledges and agrees that as of the Release Time the Company will disclose all confidential information to the extent the Company believes such confidential information constitutes material non-public information that was communicated by the Company to the Investor or any Account in connection with the Exchange, if any. For the avoidance of doubt, the Company may be aware of other material non-public information regarding the Company at the time of Closing that has not been communicated to the Investor or any Account. The Company will, no later than the first business day following the Closing, file a Current Report on Form 8-K publicly disclosing the Closing as contemplated by this Exchange Agreement.

The Company covenants that, for so long as Warrants are outstanding, it will reserve from its authorized and unissued Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under the outstanding Warrants. If at any time the number of authorized but unissued shares of Stock shall not be sufficient to effect the exercise in full of the Warrants (without giving effect to any beneficial ownership caps contained in the Warrants or any other restriction or limitation on exercise contained in the Warrants), the Company will use reasonable best efforts to take such corporate action as may be necessary to increase its authorized but unissued shares of Stock to at least such number of shares as shall be sufficient for such purpose.

The Company agrees that it shall, upon request, execute and deliver any additional documents deemed by the Notes Trustee, the Company’s transfer agent or the Investor to be reasonably necessary to complete the Exchange.

On the Closing Date the Company shall deliver to the Investor a legal opinion of Sidley Austin LLP in form and substance reasonably satisfactory to the Investor.

Covenant of the Investor. No later than one (1) business day after the date hereof, the Investor agrees to deliver settlement instructions for each Exchanging Holder to the Company substantially in the form of Exhibit E.

Waiver, Amendment. Neither this Exchange Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.

Assignability. Neither this Exchange Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Investor without the prior written consent of the other party.

Withholding; Required Tax Forms. The Investor (or Account(s) of such Investor, if applicable) shall deliver to the Company, at least one (1) business day prior to the Closing, an accurately completed and duly executed IRS Form W-9 or IRS Form W-8BEN, W-8BEN-E or W-8ECI, as applicable (or any successor form). The Investor (or Account(s) of such Investor, if applicable) acknowledges that, if the Investor (or Account(s) of such Investor, if applicable) (i) is a “United States person” (as defined in Section 7701(a) of the Internal Revenue Code of 1986, as amended (the “Code”)), then the Company must be provided with a correct taxpayer identification number (generally, a person’s social security number or federal employer identification number) or (ii) is not a “United States person” (as defined in Section 7701(a) of the Code) (a “Non-U.S. Holder”), then the Company must be provided with an accurately completed and duly executed IRS Form W-8BEN, W-8BEN-E or W-8ECI, as applicable (or any successor form), establishing an exemption from or a reduction in U.S. federal withholding on interest or original issue discount. The Investor (or Account(s) of such Investor, if applicable) further acknowledges that any Investor (or Account(s) of such Investor, if applicable) may be subject to 30% U.S. federal withholding on certain payments or deliveries made to such Investor (or Account(s) of such Investor, if applicable) attributable to accrued and unpaid interest or original issue discount or 24% U.S. federal backup withholding on certain payments or deliveries made to such Investor (or Account(s) of such Investor, if applicable) unless such Investor (or Account(s) of such Investor, if applicable) properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. Without limiting the generality of the foregoing, the Investor (or Account(s) of such Investor, if applicable) hereby represents that it is able to receive any consideration payable hereunder (including any amounts attributable to accrued and unpaid interest) without any U.S. federal withholding tax and is entitled to provide U.S. tax forms and required attachments indicating the same (including, where relevant, any certifications indicating that the Investor (or Account(s) of such Investor, if applicable) fulfills the requirements of “portfolio interest exemption” as indicated in Exhibit F hereto). Any forms required to be delivered to the Company pursuant to this Section 11 shall be delivered in accordance with Section 19; provided that such communication shall be made via electronic mail.

Waiver of Jury Trial. EACH OF THE COMPANY AND THE INVESTOR (FOR ITSELF AND, IF APPLICABLE, ON BEHALF OF EACH ACCOUNT) IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS EXCHANGE AGREEMENT.

Governing Law. THIS EXCHANGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

Submission to Jurisdiction. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) (a) agrees that any legal suit, action or proceeding arising out of or relating to this Exchange Agreement or the transactions contemplated hereby shall be instituted exclusively in the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York; (b) waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding; and (c) irrevocably consents to the jurisdiction of the aforesaid courts in any such suit, action or proceeding. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Venue. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Exchange Agreement in any court referred to in Section 14. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Service of Process. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) irrevocably consents to service of process in the manner provided for notices in Section 19. Nothing in this Exchange Agreement will affect the right of any party to this Exchange Agreement to serve process in any other manner permitted by law.

Section and Other Headings. The section and other headings contained in this Exchange Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Exchange Agreement.

Counterparts. This Exchange Agreement may be executed, either manually or by way of a digital signature provided by DocuSign (or similar digital signature provider), by one or more of the parties hereto in any number of separate counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise and including any electronic signature covered by the U.S. federal E-SIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Exchange Agreement (whether executed manually or by way of a digital signature as described herein this Section 18) by facsimile or other transmission (e.g., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.

Notices. All notices and other communications to the Company provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses or pursuant to the following email addresses, or, in the case of the Investor or any Account, the address provided in Exhibit E (or such other address as either party shall have specified by notice in writing to the other):

Binding Effect. The provisions of this Exchange Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

Notification of Changes. After the date of this Exchange Agreement until the Closing, each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) hereby covenants and agrees to notify the other upon the occurrence of any event prior to the Closing that would cause any representation, warranty, or covenant of the Company or the Investor (and/or such Account), as the case may be, contained in this Exchange Agreement to be false or incorrect in any material respect.

Reliance by Exchange Advisors. The Exchange Advisors may rely on each representation and warranty of the Company and the Investor made herein or pursuant to the terms hereof (including, without limitation, in any officer’s certificate delivered pursuant to the terms hereof) with the same force and effect as if such representation or warranty were made directly to the Exchange Advisors. The Exchange Advisors shall be third-party beneficiaries to this Exchange Agreement to the extent provided in this Section 22.

Severability. If any term or provision (in whole or in part) of this Exchange Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Exchange Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival. The representations and warranties of the Company and the Investor contained in this Exchange Agreement shall survive the consummation of the transactions contemplated hereby.

Termination. This Exchange Agreement may be terminated and the transactions contemplated hereby abandoned (a) by mutual agreement of the Company and the Investor in writing or (b) by either the Company or the Investor if the conditions to such party’s obligations set forth herein have not been satisfied (unless waived by the party entitled to the benefit thereof), and the Exchange has not occurred on or before the Cutoff Date without liability of either the Company or the Investor, as the case may be; provided that neither the Company nor the Investor shall be released from liability hereunder if this Exchange Agreement is terminated and the transactions abandoned by reason of the failure of the Company or the Investor or an Exchanging Holder, as the case may be, to have performed its obligations hereunder. Except as provided above, if this Exchange Agreement is terminated and the transactions contemplated hereby are not concluded as described above, this Exchange Agreement will become void and of no further force and effect.

Tax Treatment.

The Company and the Investor hereby agree to treat, for U.S. federal income tax purposes, the exchange of the Notes for the Exchange Shares and Warrants as a tax-free recapitalization. The parties hereto agree to report all income tax matters with respect to the Exchange Shares and Warrants consistent with this Section 26 and shall not take any action or file any tax return, report or declaration inconsistent herewith unless required to do so by a change in applicable requirements of law or by a tax authority following an audit or examination.

Prior to making any tax reporting (e.g., IRS Form 8937, OID reporting and issue price reporting) or undertaking a change of control or similar transaction, in each case, that may impact the tax treatment of the investors regarding the Exchange and the ownership and disposition of the Exchange Shares and Warrants, the Company will give prior notice to, and consider in good faith any input from, the Investor.

It is intended that any cashless exercise of the Warrants, if applicable, will be treated as a tax-free transaction.

Name of
Exchanging
Holder (i.e.,
Beneficial Owner)

Aggregate
Principal
Amount of
Exchanged
Notes

Amount of
Accrued and
Unpaid Interest

Number of
Exchange
Shares

Number of Pre-
Funded Warrants
(if any)

Number of
Common Stock
Warrants

The following representation will be provided as applied to the Investor (or Account(s) of such Investor, if applicable):

record ownership under Clause 1 of Paragraph C below.

The following representations will be provided as applied to the partners, members or beneficial owners claiming the portfolio interest exemption:

beneficial ownership under Clause 1 of Paragraph C below,

the status in Clause 3 of Paragraph C below, and

the status in Clause 4 of Paragraph C below.

The following representation will be provided as applied to the Investor (or Account(s) of such Investor, if applicable) as well as the partners, members or beneficial owners claiming the portfolio interest exemption:

It is the sole record and beneficial owner of Notes in respect of which it is providing this certification.

It is not a “bank” (within the meaning of Section 881(c)(3)(A) of the Code).

It is not a “10-percent shareholder” of the Company (within the meaning of Section 881(c)(3)(B) or Section 871(h)(3)(B) of the Code).

It is not a “controlled foreign corporation” (as such term is described in Section 881(c)(3)(C) of the Code) related to the Company (within the meaning of Section 864(d)(4) of the Code).