Common use of Recognition of the U.S. Special Resolution Regimes Clause in Contracts

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager or any Alternative Manager that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or Alternative Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Manager or any Alternative Manager that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or Alternative Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or any Alternative Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 23, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 13, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Initial Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser r are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 16, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Initial Purchaser that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 15, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2612, the following terms shall have the following meaning: (i2) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this SectionSection 12(c) and below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 12(c) below), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 12(c) below) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 12(c) below) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2612: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this SectionSection 20) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 20), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 20) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 20) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2620: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.accordance

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ACCEPTED as of the datefirst-above written: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between ▇▇▇▇ Therapeutics, Inc. (the “Company”), and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated April 4, 2025 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s common stock, par value $0.00001 per share, at a minimum market price of $[ ] per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold].

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 19, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “”Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (Cz) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.”

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any International Underwriter or International Agent that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such International Underwriter or International Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligationobligation in or under this Agreement, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any International Underwriter or International Agent that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such International Underwriter or International Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such International Underwriter or International Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 25, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) . For purposes of this Section 26: Agreement, (iA) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Agent, Forward Seller or Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Agent, Forward Seller or Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Agent, Forward Seller or Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Agent, Forward Seller or Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Agent, Forward Seller or Forward Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 13, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) Section, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter, any Forward Seller or any Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter, such Forward Seller or such Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter, any Forward Seller or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 14, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (ai) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ and Company, LLC is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ and Company, LLC of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (bii) In the event that ▇▇▇▇▇-▇▇ and Company, LLC is a Covered Entity and ▇▇▇▇▇ is a Covered Entity and Company, LLC or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ and Company, LLC becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ and Company, LLC are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (ciii) For purposes of this Section 26: 8(a); (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Agent that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, Agreement were governed by the laws of the United States U.S. or a state of the United States.U.S. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Agent that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States U.S. or a state of the United States.U.S. (c) For purposes of this Section 26: (i) 14, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this SectionSection 12(c) and below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 12(c) below), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 12(c) below) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 12(c) below) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2612: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.term

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Remarketing Agent that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Remarketing Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Remarketing Agent that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Remarketing Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Remarketing Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: 10, (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Nautilus Biotechnology, Inc., a Delaware corporation (the “Company”), and ▇▇▇▇▇ and Company, LLC (“▇▇ ▇▇▇▇▇”), dated February 28, 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [●] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[●] per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. ▇▇▇▇▇ ▇▇▇▇▇ Chief Executive Officer ▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer CC: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ General Counsel ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President ▇▇▇▇ ▇▇▇▇▇▇ Analyst ▇▇ ▇▇▇▇▇ shall be paid compensation up to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement. The undersigned, the duly qualified and elected [●] of Nautilus Biotechnology, Inc., a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company (and not in the undersigned’s individual capacity), pursuant to Section 7(m) of the Sales Agreement, dated February 28, 2024 (the “Sales Agreement”), by and between the Company and ▇▇▇▇▇ and Company, LLC, that to the best of the knowledge of the undersigned:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Initial Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 21, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ is a Covered Entity and T▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a (b) Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights (as defined below) could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) a “BHC Act Affiliate” has the meaning assigned as signed to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager or any Alternative Manager that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or Alternative Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Manager or any Alternative Manager that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or Alternative Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or any Alternative Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 23, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Manager, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership and the Manager. Alternatively, the execution of this Agreement by the Company and the Operating Partnership and its acceptance by or on behalf of the Manager may be evidenced by an exchange of telegraphic or other written communications. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer By: CITY OFFICE REIT, INC., its general partner By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer ACCEPTED as of the date first above written

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 19, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (Cz) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ is any of the Initial Purchasers that are a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ is any of the Initial Purchasers that are a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For the purposes of this Section 26: (i) 17, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) 10.10.1. In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligationobligation herein, were governed by the laws of the United States or a state of the United States. (b) 10.10.2. In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) 10.10.3. For purposes of this Section 26: Agreement, (iA) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § Sec. 1841(k); (iiB) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § Sec. 382.2(b); (iiiC) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ Sec.Sec. 252.81, 47.2 or 382.1, as applicable; and (ivD) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621, the following terms shall have the following meanings: (iw) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with its terms. Very truly yours, SUNSTONE HOTEL INVESTORS, INC. By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer SUNSTONE HOTEL PARTNERSHIP, LLC By: SUNSTONE HOTEL INVESTORS, INC., its Managing Member By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer ▇▇▇▇▇ FARGO SECURITIES, LLC By: ▇▇▇▇▇ FARGO SECURITIES, LLC By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Authorized Signatory J ▇. ▇▇▇▇▇▇ SECURITIES LLC By: J ▇. ▇▇▇▇▇▇ SECURITIES LLC By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Authorized Signatory ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ASSOCIATES, INC. By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ASSOCIATES, INC. By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Securities ▇▇▇▇▇ FARGO SECURITIES, LLC 1,600,000 ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC 840,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ASSOCIATES, INC. 760,000 PNC CAPITAL MARKETS LLC 320,000 U.S. BANCORP INVESTMENTS, INC. 320,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & CO. INCORPORATED 160,000 Total Number of Securities 4,000,000 Final Pricing Terms dated July 13, 2021 Relating to Preliminary Prospectus Supplement dated July 13, 2021. Issuer: Sunstone Hotel Investors, Inc. Title of Shares: 5.70% Series I Cumulative Redeemable Preferred Stock (the “Series I Preferred Shares”) Number of Shares: 4,000,000 shares Over-allotment Option: None Maturity: Perpetual (unless redeemed by the Issuer pursuant to its optional redemption right on or after July 16, 2026), or its special optional redemption right, or converted by an investor in connection with certain changes of control). Trade Date: July 13, 2021 Settlement Date: July 16, 2021 (T+3) Dividend Rate: 5.70% per annum of the $25.00 liquidation preference (equivalent to $1.4250 per annum per share) Dividend Payment Dates: January 15, April 15, July 15 and October 15, commencing October 15, 2021

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Initial Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 16, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Agent is a Covered Entity (as defined in this SectionSection 25) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 25), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Agent is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 25) of ▇▇▇▇▇-▇▇▇▇▇▇ the Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 25) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2625: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Acrivon Therapeutics, Inc., a Delaware corporation (the “Company”), and ▇▇▇▇▇ and Company, LLC (“▇▇ ▇▇▇▇▇”), dated December 1, 2023 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s common stock, par value $0.001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold].

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: 22(i), (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. U.S Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the several Underwriters in accordance with its terms. Yours very truly, LOUISVILLE GAS AND ELECTRIC COMPANY By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director TRUIST SECURITIES, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Acting severally on behalf of themselves and as Representatives of the several Underwriter named in Section 3 hereof. [Signature Page to Underwriting Agreement] 1. Final Terms and Conditions, dated March 9, 2023, for $400,000,000 aggregate principal amount of 5.450% First Mortgage Bonds due 2033 filed with the Commission by the Company pursuant to Rule 433 under the Securities Act, a form of which is included herein as ▇▇▇▇▇ ▇. 1. The third paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to the initial public offering price and selling concessions; 2. The second and third sentences of the fourth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to the market making; 3. The fifth, sixth and seventh paragraphs under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to short sales, stabilizing transactions and short covering transactions; and 4. The eleventh and twelfth paragraphs under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to activities of the Underwriters.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this SectionSection 21) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 21), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 21) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 21) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the agreement among the Issuers and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, “Partnership” ENERGY TRANSFER OPERATING, L.P. By: Energy Transfer Partners GP, L.P., its general partner By: Energy Transfer Partners, L.L.C., its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ “Operating Partnership” SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. By: Sunoco Logistics Partners GP LLC, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Accepted: DEUTSCHE BANK SECURITIES INC. ▇▇▇▇▇▇▇ SACHS & CO. LLC ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED RBC CAPITAL MARKETS, LLC SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. For themselves and as the Representatives of the several Underwriters named in Schedule 1 hereto DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director Deutsche Bank Securities Inc. $ 75,000,000 $ 150,000,000 $ 175,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC $ 75,000,000 $ 150,000,000 $ 175,000,000 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated $ 75,000,000 $ 150,000,000 $ 175,000,000 RBC Capital Markets, LLC $ 75,000,000 $ 150,000,000 $ 175,000,000 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. $ 75,000,000 $ 150,000,000 $ 175,000,000 Barclays Capital Inc. $ 21,965,000 $ 43,929,000 $ 51,250,000 CIBC World Markets Corp. $ 21,965,000 $ 43,929,000 $ 51,250,000 Citigroup Global Markets Inc. $ 21,965,000 $ 43,929,000 $ 51,250,000 Credit Agricole Securities (USA) Inc. $ 21,965,000 $ 43,929,000 $ 51,250,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC $ 21,964,000 $ 43,929,000 $ 51,250,000 Mizuho Securities USA LLC $ 21,964,000 $ 43,929,000 $ 51,250,000 MUFG Securities Americas Inc. $ 21,964,000 $ 43,929,000 $ 51,250,000 Natixis Securities Americas LLC $ 21,964,000 $ 43,929,000 $ 51,250,000 PNC Capital Markets LLC $ 21,964,000 $ 43,928,000 $ 51,250,000 Scotia Capital (USA) Inc. $ 21,964,000 $ 43,928,000 $ 51,250,000 SMBC Nikko Securities America, Inc. $ 21,964,000 $ 43,928,000 $ 51,250,000 TD Securities (USA) LLC $ 21,964,000 $ 43,928,000 $ 51,250,000 U.S. Bancorp Investments, Inc. $ 21,964,000 $ 43,928,000 $ 51,250,000 ▇▇▇▇▇ Fargo Securities, LLC $ 21,964,000 $ 43,928,000 $ 51,250,000 BBVA Securities Inc. $ 11,250,000 $ 22,500,000 $ 26,250,000 BMO Capital Markets Corp. $ 11,250,000 $ 22,500,000 $ 26,250,000 Credit Suisse Securities (USA) LLC $ 11,250,000 $ 22,500,000 $ 26,250,000 Fifth Third Securities, Inc. $ 11,250,000 $ 22,500,000 $ 26,250,000 HSBC Securities (USA) Inc. $ 11,250,000 $ 22,500,000 $ 26,250,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $ 11,250,000 $ 22,500,000 $ 26,250,000 Total $ 750,000,000 $ 1,500,000,000 $ 1,750,000,000 Issuer: Energy Transfer Operating, L.P. Guarantor: Sunoco Logistics Partners Operations L.P. Ratings (▇▇▇▇▇’▇ / S&P / Fitch)*: Intentionally Omitted Security Type: Senior Unsecured Notes Form: SEC Registered Pricing Date: January 8, 2019 Settlement Date (T+5): January 15, 2019. It is expected that delivery of the notes will be made to investors on or about January 15, 2019, which will be the fifth business day following the date hereof (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before the delivery of the notes hereunder may be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and such purchasers should consult their own advisors. Net Proceeds (before offering expenses): $3,961,992,500 Delivery: DTC (deliverable through Euroclear and Clearstream) Principal Amount: $750,000,000 $1,500,000,000 $1,750,000,000 Maturity Date: April 15, 2024 April 15, 2029 April 15, 2049 Interest Payment Dates: April 15 and October 15, beginning April 15, 2019 April 15 and October 15, beginning April 15, 2019 April 15 and October 15, beginning April 15, 2019 Benchmark Treasury: 2.625% due December 31, 2023 3.125% due November 15, 2028 3.000% due August 15, 2048 Benchmark Treasury Price / Yield: 100-07 / 2.578% 103-13 / 2.728% 99-24+ / 3.012% Spread to Benchmark: +200 bps +255 bps +325 bps Yield to Maturity: 4.578% 5.278% 6.262% Coupon: 4.500% 5.250% 6.250% Public Offering Price: 99.646% of the Principal Amount 99.789% of the Principal Amount 99.850% of the Principal Amount Make-Whole Call: T+30 bps T+40 bps T+50 bps Call at Par: On or after March 15, 2024 On or after January 15, 2029 On or after October 15, 2048 CUSIP / ISIN: 29278N AH6 / US29278NAH61 29278N AG8 / US29278NAG88 29279F AA7 / US29279FAA75 Joint Book-Running Managers: Deutsche Bank Securities Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated RBC Capital Markets, LLC SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. Barclays Capital Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. Natixis Securities Americas LLC PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. ▇▇▇▇▇ Fargo Securities, LLC Co-Managers: BBVA Securities Inc. BMO Capital Markets Corp. Credit Suisse Securities (USA) LLC Fifth Third Securities, Inc. HSBC Securities (USA) Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity (as defined in this Sectionherein) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionherein), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionherein) of ▇▇▇▇▇-▇▇▇▇▇▇ the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionherein) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer Accepted as of the date first written above: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Head of Investment Banking None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2619: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, ▇▇▇▇▇ & COMPANY INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Title: Executive Vice President, Chief Financial Officer and Treasurer NORTHLAND CAPITAL MARKETS By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Head of Investment Banking None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.. ​ ​ (c) For purposes of this Section 2621, the following terms shall have the following meanings: (iw) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with its terms. ​ ​ ​ ​ ​ Very truly yours, SUNSTONE HOTEL INVESTORS, INC. By​ ​ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ​ ​ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer ​ SUNSTONE HOTEL PARTNERSHIP, LLC By:SUNSTONE HOTEL INVESTORS, INC., its Managing Member By​ ​ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ​ ​ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer ​ ​ ▇▇▇▇▇ FARGO SECURITIES, LLC By: ▇▇▇▇▇ FARGO SECURITIES, LLC By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇​ ​ Authorized Signatory ​ J ▇. ▇▇▇▇▇▇ SECURITIES LLC By: J ▇. ▇▇▇▇▇▇ SECURITIES LLC By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇​ ​ Authorized Signatory ​ BOFA SECURITIES, INC. By: BOFA SECURITIES, INC. By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇​ ​ Authorized Signatory ​ ​ ​ For themselves and as Representatives of the other Underwriters named in Schedule A hereto. ​ ​ ​ ​ ​ Name of Underwriter Number of Securities ​ ​ ▇▇▇▇▇ FARGO SECURITIES, LLC 1,120,000 ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC 1,120,000 BOFA SECURITIES, INC. 560,000 PNC CAPITAL MARKETS LLC 400,000 U.S. BANCORP INVESTMENTS, INC. 400,000 BBVA SECURITIES INC. 130,000 CITIGROUP GLOBAL MARKETS INC. 140,000 SCOTIA CAPITAL (USA) INC. 130,000 ​ ​ Total Number of Securities 4,000,000 ​ ​ ​ ​ ​ ​ Final Pricing Terms dated May 11, 2021 Relating to Preliminary Prospectus Supplement dated May 11, 2021. ​ ​ ​ ​ ​ Issuer: Sunstone Hotel Investors, Inc. Title of Shares: 6.125% Series H Cumulative Redeemable Preferred Stock (the “Series H Preferred Shares”) Number of Shares: 4,000,000 shares (4,600,000 shares if the underwriters’ overallotment option is exercised in full) Maturity: Perpetual (unless redeemed by the Issuer pursuant to its optional redemption right on or after May 24, 2026), or its special optional redemption right, or converted by an investor in connection with certain changes of control). Trade Date: May 11, 2021 Settlement Date: May 24, 2021 (T+9) Dividend Rate: 6.125% per annum of the $25.00 liquidation preference (equivalent to $1.53125 per annum per share) Dividend Payment Dates: January 15, April 15, July 15 and October 15, commencing July 15, 2021 Conversion Rights: Upon the occurrence of a Change of Control, holders of the Series H Preferred Shares will have the right (unless, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series E Preferred Shares) to convert some or all of the Series H Preferred Shares held by such holder on the Change of Control Conversion Date (the “Change of Control Conversion Right”) into a number of the Issuer’s shares of common stock, par value $0.01 per share, per Series H Preferred Share to be converted equal to the lesser of:the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series H Preferred Share dividend payment and prior to the corresponding Series H Preferred Share dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Share Price; and4.085, or the Share Cap, subject to certain adjustments;subject, in each case, to provisions for the receipt of alternative consideration, as described in the prospectus supplement. ​ ​ If the Issuer has provided or provides a redemption notice, whether pursuant to the Issuer’s special optional redemption right in connection with a Change of Control or the Issuer’s optional redemption right, holders of Series H Preferred Shares will not have any right to convert the Series H Preferred Shares in connection with the Change of Control Conversion Right and any Series H Preferred Shares subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.A “Change of Control” is when, after the original issuance of the Series H Preferred Shares, the following have occurred and are continuing:the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Issuer entitling that person to exercise more than 50% of the total voting power of all shares of the Issuer entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); andfollowing the closing of any transaction referred to in the bullet above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange, the NYSE American, LLC (“NYSE American”) or The Nasdaq Stock Market (“Nasdaq”) or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or Nasdaq.The “Change of Control Conversion Date” will be a business day that is no less than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control to the holders of Series H Preferred Shares.The “Common Share Price” will be: (i) if the consideration to be received in the Change of Control by holders of the Issuer’s shares of common stock is solely cash, the amount of cash consideration per share of common stock, and (ii) if the consideration to be received in the Change of Control by holders of shares of common stock is other than solely cash, the average of the closing price per share of common stock on the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Operating and Financial Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Olema Pharmaceuticals, Inc. (the “Company”), and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated January 6, 2025 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. ▇▇▇▇ ▇. ▇▇▇▇▇, M.D., Ph.▇., President and Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Operating and Financial Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director ▇▇ ▇▇▇▇▇ shall be paid compensation up to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, By:/s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Interim Chief Executive Officer Accepted as of the date first written above: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ None. I-1 Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Underwriter is a Covered Entity (as defined in this SectionSection 21) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 21), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Underwriter is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 21) of ▇▇▇▇▇-▇▇▇▇▇▇ the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 21) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter or Forward Seller that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter or Forward Seller of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) . In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter or Forward Seller that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter or Forward Seller becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter or Forward Seller are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) a . “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇C▇▇▇▇-▇▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from ▇C▇▇▇▇-▇▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇C▇▇▇▇-▇▇▇▇▇▇ is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇C▇▇▇▇-▇▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇C▇▇▇▇-▇▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2612, the following terms shall have the following meaning: (i2) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: 22(i), (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. U.S Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the several Underwriters in accordance with its terms. Yours very truly, LOUISVILLE GAS AND ELECTRIC COMPANY By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director U.S. BANCORP INVESTMENTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Acting severally on behalf of themselves and as Representatives of the several Underwriter named in Section 3 hereof. [Signature Page to Underwriting Agreement] 1. Final Terms and Conditions, dated August 4, 2025, for $700,000,000 aggregate principal amount of First Mortgage Bonds, 5.850% Series due 2055 filed with the Commission by the Company pursuant to Rule 433 under the Securities Act, a form of which is included herein as ▇▇▇▇▇ ▇. 1. The third paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to the initial public offering price and selling concessions; 2. The third and fourth sentences of the fourth paragraph under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to the market making; 3. The fifth, sixth and seventh paragraphs under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to short sales, stabilizing transactions and short covering transactions; and 4. The eleventh and twelfth paragraphs under the caption “Underwriting (Conflicts of Interest)” in the Prospectus related to activities of the Underwriters.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity (as defined in this SectionSection 19) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 19), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 19) of ▇▇▇▇▇-▇▇▇▇▇▇ the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 19) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2619: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. US.129929318.07 Very truly yours, By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer Accepted as of the date first written above: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name:▇▇▇▇ ▇▇▇▇▇▇▇▇ Title:Head of Investment Banking US.129929318.07 None. I-1 US.129929318.07 Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between ▇▇▇▇ Therapeutics, Inc. (the “Company”), and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated August 5, 2025 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s Class A common stock, par value $0.001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold].

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ an Agent is a Covered Entity (as defined in this SectionSection 24) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 24), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ an Agent is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 24) of ▇▇▇▇▇-▇▇▇▇▇▇ an Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 24) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2624: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.a

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 21; (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunderthereunder If the foregoing correctly sets forth the understanding between the Company, ▇▇▇▇▇ and Company, LLC and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company, ▇▇▇▇▇ and Company, LLC and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Amended and Restated Sales Agreement between NewAmsterdam Pharma Company N.V. (the “Company”), ▇▇▇▇▇ and Company, LLC and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated August 9, 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [[ ]]/[$[ ] worth of] Ordinary Shares, nominal value €0.12 per share, at a minimum market price of $ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Executive Officer M. ▇▇▇ ▇▇▇▇▇▇▇ Chief Financial Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ shall be paid compensation up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ is a Covered Entity and T▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and T▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and T▇ ▇▇▇▇▇. Very truly yours, TD SECURITIES (USA) LLC By: /s/M▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ACCEPTED as of the date first-above written: ELEVATION ONCOLOGY, INC. By: /s/ J▇▇▇▇▇ ▇. F▇▇▇▇▇, ▇▇. Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Title: President and Chief Executive Officer From: [ ] Cc: [ ] To: [ ] Subject: T▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Elevation Oncology, Inc., a Delaware corporation (the “Company”), and TD Securities (USA) LLC (“T▇ ▇▇▇▇▇”) dated May 2, 2024 (the “Agreement”), I hereby request on behalf of the Company that T▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. J▇▇▇▇▇ ▇▇▇▇▇ President and Chief Executive Officer T▇▇▇▇ ▇▇▇▇▇▇▇ Chief Financial Officer M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director W▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇ ▇▇▇▇▇▇ Analyst T▇ ▇▇▇▇▇ shall be paid compensation of up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ is a Covered Entity and T▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 22; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and T▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and T▇ ▇▇▇▇▇. Very truly yours, By: /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director ACCEPTED as of the date first-above written: By: /s/ G▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: G▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer From: [_____] Cc: [_____] To: [_____] Subject: T▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between SOPHiA GENETICS SA, a corporation (société anonyme) incorporated under the laws of Switzerland (the “Company”), and TD Securities (USA) LLC (“T▇ ▇▇▇▇▇”) dated August 5, 2025 (the “Agreement”), I hereby request on behalf of the Company that T▇ ▇▇▇▇▇ sell up to [$[ ] of the Company’s ordinary shares][[ ] of the Company’s ordinary shares], nominal value CHF 0.05 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. J▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Executive Officer G▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Financial Officer and Executive Vice President Daan van Well Chief Legal and Regulatory Officer M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director W▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director M▇▇▇▇ ▇▇▇▇▇▇▇ Associate T▇ ▇▇▇▇▇ shall be paid compensation of up to 3.0% of the gross proceeds from the sales of Ordinary Shares pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Manager or any Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or such Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Manager or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or such Forward Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) . For purposes of this Section 26: (i) 19, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ a Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Managers of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ a Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ the Managers becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Managers are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. Very truly yours, By: Name: ▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer Accepted as of the date first written above: By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Head of Investment Banking Northland Securities, Inc.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: President and Chief Executive Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between vTv Therapeutics Inc. (the “Company”), and ▇▇▇▇▇ and Company, LLC (“▇▇ ▇▇▇▇▇”) dated February 28, 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s Class A common stock, par value $0.01 per share, at a minimum market price of $[ ] per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. ▇▇▇▇▇▇ ▇▇▇▇ Chief Financial Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director ▇▇ ▇▇▇▇▇ shall be paid compensation equal to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Absci Corporation (the “Company”), and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated August 12, 2025 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s common stock, par value [____] per share, at a minimum market price of $0.0001 per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director ▇▇ ▇▇▇▇▇ shall be paid compensation of up to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) a. In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this SectionSection 12(c) and below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 12(c) below), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) b. In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 12(c) below) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 12(c) below) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) c. For purposes of this Section 2612: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇the Manager is a (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b) (collectively, a “Covered Entity”) and becomes subject to a proceeding under any of (i) the Federal Deposit Insurance Act of 1950, as amended, and the regulations promulgated thereunder and (ii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ is Street Reform and Consumer Protection Act of 2010, as amended, and the regulations promulgated thereunder (collectively, a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a “U.S. Special Resolution Regime (as defined in this SectionRegime”), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager or an “affiliate” (as defined in 12 U.S.C. § 1841(k)) of the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ and becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D. Title: President and Chief Executive Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Generation Bio Co. (the “Company”), and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated August 7, 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. • ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D., President and CEO: [•] • ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CFO: [•] • ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Managing Director: [•] • ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing Director: [•] • ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Director: [•] • ▇▇▇▇▇ ▇▇▇▇▇▇▇, Analyst: [•] TD Securities (USA) LLC ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ New York, NY 10017 Ladies & Gentlemen: Generation Bio Co, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated August 7, 2024 (the “Sales Agreement”), between the Company and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”), to issue and sell to ▇▇ ▇▇▇▇▇ the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by ▇▇ ▇▇▇▇▇, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to ▇▇ ▇▇▇▇▇, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to ▇▇ ▇▇▇▇▇, and ▇▇ ▇▇▇▇▇ agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to ▇▇ ▇▇▇▇▇ trading in the Common Stock for ▇▇ ▇▇▇▇▇’▇ own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sales Agreement incorporated herein by reference, shall constitute a binding agreement between ▇▇ ▇▇▇▇▇ and the Company. GENERATION BIO CO. By: Name: Title: Accepted and agreed as of the date first above written: TD SECURITIES (USA) LLC By: Name: Title: Title of Purchased Securities: Common Stock, par value $0.0001 per share Number of Shares of Purchased Securities: [•] Shares Purchase Price Payable by ▇▇ ▇▇▇▇▇: $[•] per Share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Biodesix, Inc. (the “Company”), and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated November 1, 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s common stock, par value $0.001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. ▇▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ – Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ – Director ▇▇▇▇▇ ▇▇▇▇▇▇▇ – Analyst

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ is a Covered Entity and T▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇T▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.”

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: _/s/ ▇▇▇▇▇▇▇ ▇. Murphy________________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: __/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D.________________ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D. Title: Interim Chief Executive Officer and Interim Director From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Exscientia plc (the “Company”), and ▇▇▇▇▇ and Company, LLC (“▇▇ ▇▇▇▇▇”) dated March 21, 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] of the Company’s American Depositary Shares (“ADSs”), each representing one ordinary share, nominal value £0.0005 per share, at a minimum market price of $_______ per ADS. Sales should begin on the date of this Notice and shall continue until [DATE] [all ADSs are sold]. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President, Legal ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director ▇▇ ▇▇▇▇▇ shall be paid compensation up to 3.0% of the gross proceeds from the sales of ADSs pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Manager that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Manager of this Agreementagreement, and any interest and obligation in or under this Agreementagreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreementagreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Manager that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: 15, (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, IMMERSION CORPORATION By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Interim Chief Executive Officer Accepted as of the date first written above: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer 37 From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice To Whom It May Concern: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Spyre Therapeutics, Inc., a Delaware corporation (the “Company”), and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated September 6, 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [●] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[●] per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer ▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Financial Officer ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ VP, Corporate Controller ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ Chief Legal Officer and Corporate Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director ▇▇▇▇▇ ▇▇▇▇▇▇▇ Analyst ▇▇ ▇▇▇▇▇ shall be paid compensation up to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Manager or any Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or such Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Manager or any Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or such Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Manager or such Forward Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2623: (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership, each Manager and each Forward Purchaser, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company, the Operating Partnership, each Manager and each Forward Purchaser. Alternatively, the execution of this Agreement by the Company and the Operating Partnership and its acceptance by or on behalf of each Manager and each Forward Purchaser may be evidenced by an exchange of telegraphic or other written communications. Very truly yours, QTS REALTY TRUST, INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President, General Counsel and Secretary QUALITYTECH, LP By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President, General Counsel and Secretary ACCEPTED as of the date first above written KeyBanc Capital Markets Inc. KeyBanc Capital Markets Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director Title: Managing Director By: /s/ ▇▇▇▇▇ ▇. Ramp Name: ▇▇▇▇▇ ▇. Ramp Title: Head of U.S. Investment Banking BMO Capital Markets Corp. Bank of Montreal By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ Roman Law Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: Roman Law Title: Director, Derivatives Operations Title: Authorized Signatory By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets BofA Securities, Inc. Bank of America, N.A. By: /s/ Time ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director Title: Managing Director By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director Deutsche Bank Securities Inc. Deutsche Bank AG, London Branch By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Director Title: Managing Director By: /s/ Samir ▇▇▇-▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: Samir ▇▇▇-▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director Title: Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇▇▇▇▇ Sachs & Co. LLC By: /s/ ▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director Title: Managing Director ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇▇▇▇▇▇▇ LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director, ECM Title: Managing Director, ECM

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this SectionSection 21) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 21), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 21) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 21) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “”covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “”Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “”U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreementagreement, and any interest and obligation in or under this Agreementagreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreementagreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: [15], (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth our understanding, please indicate your acceptance on behalf of the Underwriters in the space provided below for that purpose, whereupon this letter and your acceptance on behalf of the Underwriters shall constitute a binding agreement between [NEE][, NEE Capital] and the Underwriters. Very truly yours, NextEra Energy, Inc. By: Name: Title: [1NextEra Energy Capital Holdings, Inc. By: Name: Title:] Accepted and delivered as of the date first above written by the Representatives on behalf of the Underwriters: By: Name: Title: Issuer: Designation:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreementagreement, and any interest and obligation in or under this Agreementagreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreementagreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: [15], (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth our understanding, please indicate your acceptance on behalf of the Underwriters in the space provided below for that purpose, whereupon this letter and your acceptance on behalf of the Underwriters shall constitute a binding agreement between [NEE][, NEE Capital] and the Underwriters. Very truly yours, NextEra Energy, Inc. By: Name: Title: [2NextEra Energy Capital Holdings, Inc. By: Name: Title:] Accepted and delivered as of the date first above written by the Representatives on behalf of the Underwriters: By: Name: Title: Issuer: [1Common Stock Ticker:] Designation: Registration Format: [1Number of shares of Common Stock:] [2Number of Equity Units Offered:] [2Aggregate Offering Amount:] [2Stated Amount per Equity Unit:] Price to Public: Purchase Price: Trade Date: Settlement Date: CUSIP/ISIN Number: [Other Terms] [2Expected Credit Ratings:*] [2Debentures: Designation: Principal Amount: Date of Maturity: Interest Payment Dates: Coupon Rate:] Underwriters: __________ *A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. The terms “___________” and “__________” have the meanings ascribed to those terms in the Issuer’s Preliminary Prospectus Supplement, dated ___________. The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling __________ toll-free at __________ or __________ toll-free at __________. Total

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Chief Executive Officer From: [ ] - scPharmaceuticals Inc. Cc: [ ] To: ▇▇▇▇▇ and Company, LLC Subject: ▇▇ ▇▇▇▇▇ At the Market Offering - Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Amended and Restated Sales Agreement between scPharmaceuticals Inc. (the “Company”), and ▇▇▇▇▇ and Company, LLC (“▇▇ ▇▇▇▇▇”) dated March 13, 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. ▇▇▇▇ ▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Treasurer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director ▇▇ ▇▇▇▇▇ shall be paid compensation up to 3.00% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of As used in this Section 26section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special WFN 2024-B Underwriting Agreement Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 18, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (ii) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iii) the term “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (iv) the term “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreementagreement, and any interest and obligation in or under this Agreementagreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreementagreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: [14], (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth our understanding, please indicate your acceptance on behalf of the Underwriters in the space provided below for that purpose, whereupon this letter and your acceptance, on behalf of the Underwriters, shall constitute a binding agreement between [NEE][, NEE Capital] and the Underwriters. Very truly yours, NextEra Energy, Inc. By: Name: Title: [2NextEra Energy Capital Holdings, Inc. By: Name: Title:] Accepted and delivered as of the date first above written by the Representatives on behalf of the Underwriters: By: Name: Title: Issuer: Designation: Registration Format: Number of Shares: Designation: Dividend Rate: Price to Public: Trade Date: Settlement Date: Redemption: CUSIP/ ISIN Number: [Other Terms:] Expected Credit Ratings:* Underwriters: * A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. The terms “___________” and “__________” have the meanings ascribed to each such term in the Issuer’s Preliminary Prospectus Supplement, dated ___________. The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling __________ toll-free at __________ or __________ toll-free at __________. Total

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter, the Forward Seller or the Forward Purchaser that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter, such Forward Seller or such Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter, the Forward Seller or the Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 14, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.that

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, CANOO INC. By: /s/ G▇▇▇ ▇▇▇▇▇▇▇▇ Name: G▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Accepted as of the date first written above: By: /s/ T▇▇ ▇▇▇▇▇▇ Name: T▇▇ ▇▇▇▇▇▇ Title: Managing Director None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Korro Bio, Inc. (the “Company”), and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated December 2, 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ]/[$ of] shares of the Company’s common stock, par value $0.001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE][all shares are sold]. • ▇▇▇ ▇▇▇▇▇, President and Chief Executive Officer • ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Financial Officer • ▇▇▇▇▇▇▇ ▇▇▇▇▇, SVP, General Counsel • ▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director • ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Managing Director • ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Director • ▇▇▇▇▇ ▇▇▇▇▇▇▇, Analyst

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity (as defined in this SectionSection 19) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 19), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 19) of ▇▇▇▇▇-▇▇▇▇▇▇ the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 19) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2619: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Chief Executive Officer Accepted as of the date first written above: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Head of Investment Banking None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2621, the following terms shall have the following meanings: (iw) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with its terms. Very truly yours, CHATHAM LODGING TRUST By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Operating Officer CHATHAM LODGING, L.P., By: Chatham Lodging Trust, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Operating Officer ▇▇▇▇▇ FARGO SECURITIES, LLC By: ▇▇▇▇▇ FARGO SECURITIES, LLC By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule A hereto. Name of Underwriter Number of Securities ▇▇▇▇▇ FARGO SECURITIES, LLC 1,344,000 BARCLAYS CAPITAL INC. 576,000 BOFA SECURITIES, INC. 576,000 CITIGROUP GLOBAL MARKETS INC. 576,000 BMO CAPITAL MARKETS CORP. 360,000 REGIONS SECURITIES LLC 360,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & COMPANY, INCORPORATED 360,000 U.S. BANCORP INVESTMENTS, INC. 360,000 ▇. ▇▇▇▇▇ SECURITIES, INC. 144,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 144,000 Total Number of Securities 4,800,000 Final Pricing Terms dated June 23, 2021 Relating to Preliminary Prospectus Supplement dated June 23, 2021. Issuer: Chatham Lodging Trust

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ Cowen is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ Cowen of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ Cowen is a Covered Entity and Cowen or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ Cowen becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ Cowen are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 21; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ a Manager, a Forward Purchaser, or a Forward Seller that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such party that is a Covered Entity of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ a Manager, a Forward Purchaser, or a Forward Seller is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ the Manager, the Forward Purchaser, or the Forward Seller that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such party that is a Covered Entity are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 15 a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k) or 1813(w); (ii) a , as applicable. “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ an Initial Purchaser is a Covered Entity (as defined in this Section) and that becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ an Initial Purchaser is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: (i) 29, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a . “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) . “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) . “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this SectionSection 20) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 20), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 20) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 20) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2620: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the agreement among the Partnership and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, MAGELLAN MIDSTREAM PARTNERS, L.P. By: Magellan GP, LLC, its General Partner By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Accepted: ▇▇▇▇▇ FARGO SECURITIES, LLC BARCLAYS CAPITAL INC. PNC CAPITAL MARKETS LLC TD SECURITIES (USA) LLC TRUIST SECURITIES, INC. on behalf of themselves and the several Underwriters named on Schedule I hereto ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director PNC CAPITAL MARKETS LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Direction TD SECURITIES (USA) LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director TRUIST SECURITIES, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director ▇▇▇▇▇ Fargo Securities, LLC $ 48,000,000 Barclays Capital Inc. 48,000,000 PNC Capital Markets LLC 48,000,000 TD Securities (USA) LLC 48,000,000 Truist Securities, Inc. 48,000,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 12,000,000 Mizuho Securities USA LLC 12,000,000 RBC Capital Markets, LLC 12,000,000 SMBC Nikko Securities America, Inc. 12,000,000 U.S. Bancorp Investments, Inc. 12,000,000 Term Sheet, dated December 2, 2020. Magellan Pipeline Company, L.P. Delaware Magellan OLP, L.P. Delaware Magellan Terminals Holdings, L.P. Delaware Magellan Pipeline Terminals, L.P. Delaware Magellan Crude Oil Pipeline Company, L.P. Delaware Issuer: Magellan Midstream Partners, L.P. Expected Ratings (▇▇▇▇▇’▇/S&P)*: [Intentionally Omitted] Note Type: Senior Unsecured Notes Title of Securities: 3.950% Senior Notes due 2050 Pricing Date: December 2, 2020 Settlement Date (T+10)**: December 16, 2020 Interest Payment Dates: March 1 and September 1, commencing March 1, 2021 Maturity Date: ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇: $300,000,000*** Benchmark Treasury: 1.375% due August 15, 2050 Benchmark Treasury Price/Yield: 92-01+ / 1.718% Spread to Benchmark Treasury: +170 basis points Re-Offer Yield: 3.418% Coupon: 3.950% Public Offering Price: 109.678% of the principal amount, plus an aggregate amount of pre-issuance accrued and unpaid interest thereon of $3,456,250 from September 1, 2020 to, but not including, the settlement date. Optional Redemption Provisions: Make-Whole Call: Prior to September 1, 2049, at a price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if the notes matured on September 1, 2049, but for the redemption, (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points; plus, in either case, accrued and unpaid interest, if any, to the date of redemption. Par Call: On or after September 1, 2049, we will pay an amount equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, on the notes redeemed to the redemption date. CUSIP / ISIN: ▇▇▇▇▇▇▇▇▇ / US559080AP17 Joint Book-Running Managers: ▇▇▇▇▇ Fargo Securities, LLC Barclays Capital Inc. PNC Capital Markets LLC TD Securities (USA) LLC Truist Securities, Inc. Co-Managers: ▇.▇. ▇▇▇▇▇▇ Securities LLC Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. **It is expected that delivery of the notes will be made to investors on or about December 16, 2020, which will be the 10th business day following the date hereof (such settlement being referred to as “T+10”). Under Rule 15c6-1 under the Securities and Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the second business day prior to delivery of the notes hereunder may be required, by virtue of the fact that the notes initially settle in T+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and such purchasers should consult their own advisors. ***Note: The senior unsecured notes offered hereby constitute an additional issuance of the $500,000,000 aggregate principal amount of senior unsecured notes we originally issued on August 19, 2019, resulting in a new aggregate principal amount of $800,000,000. The series of notes offered hereby will form a single series with those senior unsecured notes issued on August 19, 2019 having the same maturity. The notes will have the same CUSIP number and will trade interchangeably with the previously issued notes of the series upon settlement. The following definitions under “Optional redemption” on page S-18 of the Preliminary Prospectus Supplement dated December 2, 2020 (the “Preliminary Prospectus Supplement”) and each other location where such definitions are used in the Preliminary Prospectus Supplement are amended and restated in their entirety to read as follows:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2619: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Very truly yours, C▇▇▇▇ & COMPANY INC. By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Title: Executive Vice President, Chief Financial Officer and Treasurer NORTHLAND CAPITAL MARKETS By: /s/ J▇▇▇ ▇▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇▇ Title: Head of Investment Banking None. Set forth below are guidelines for use by the Company and the Manager in connection with the Manager’s continuous due diligence efforts in connection with the sale and distribution of the Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested or made at any time the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreementagreement, and any interest and obligation in or under this Agreementagreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreementagreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement agreement were governed by the laws of the United States or a state of the United States. (c) For purposes purpose of this Section 26: [15], (iA) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iiB) a the term “Covered Entity” means any of the following: (A1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiC) the term “Default RightRights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivD) the term “U.S. Special Resolution Regime” means each of (A1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B2) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth our understanding, please indicate your acceptance on behalf of the Underwriters in the space provided below for that purpose, whereupon this letter and your acceptance on behalf of the Underwriters shall constitute a binding agreement between [NEE][, NEE Capital] and the Underwriters. Very truly yours, NextEra Energy, Inc. By: Name: Title: [1NextEra Energy Capital Holdings, Inc. By: Name: Title:] Accepted and delivered as of the date first above written by the Representatives on behalf of the Underwriters: By: Name: Title: Issuer: Designation: Registration Format: Principal Amount: Date of Maturity: Interest Payment Dates: Coupon Rate: Price to Public: [Benchmark Treasury: Benchmark Treasury Yield: Spread to Benchmark Treasury Yield: ▇▇▇▇▇▇▇ ▇▇▇▇▇:] Redemption: Trade Date: Settlement Date: CUSIP/ ISIN Number: [Other Terms:] Expected Credit Ratings:* Underwriters: * A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. The terms “___________” and “__________” have the meanings ascribed to each such term in the Issuer’s Preliminary Prospectus Supplement, dated ___________. The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling __________ toll-free at __________ or __________ toll-free at __________. Total

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Sera Prognostics, Inc. (the “Company”), and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated [•], 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [•] shares of the Company’s Class A common stock, par value $0.0001 per share, at a minimum market price of $[•] per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ General Counsel ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director ▇▇▇▇▇ ▇▇▇▇▇▇▇ Analyst ▇▇ ▇▇▇▇▇ shall be paid compensation equal to 3.0% of the gross proceeds from the sales of Class A Common Stock pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Finance CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Finance CCO HOLDINGS, LLC, as a Guarantor By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Finance THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Finance Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Director Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ Som ▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: Som ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Executive Director Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Underwriters Aggregate Principal Amount of Notes to be Purchased Citigroup Global Markets Inc. $ 125,000,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC $ 125,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $ 125,000,000 BofA Securities, Inc. $ 75,000,000 Credit Suisse Securities (USA) LLC $ 75,000,000 Deutsche Bank Securities Inc. $ 75,000,000 ▇▇▇▇▇▇▇ Sachs & Co. LLC $ 62,500,000 Mizuho Securities USA LLC $ 62,500,000 MUFG Securities Americas Inc. $ 62,500,000 RBC Capital Markets, LLC $ 62,500,000 TD Securities (USA) LLC $ 62,500,000 ▇▇▇▇▇ Fargo Securities, LLC $ 62,500,000 Barclays Capital Inc. $ 50,000,000 BNP Paribas Securities Corp. $ 37,500,000 Scotia Capital (USA) Inc. $ 37,500,000 SMBC Nikko Securities America, Inc. $ 37,500,000 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. $ 37,500,000 Credit Agricole Securities (USA) Inc. $ 25,000,000 U.S. Bancorp Investments, Inc. $ 25,000,000 LionTree Advisors LLC $ 12,500,000 ▇▇▇▇▇▇▇▇ Financial Group, Inc. $ 3,125,000 ▇. ▇▇▇▇▇▇▇ & Co., Inc. $ 3,125,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. $ 3,125,000 The ▇▇▇▇▇▇▇▇ Capital Group, L.P. $ 3,125,000 Alabanza LLC America’s Job Exchange LLC Bresnan Broadband Holdings, LLC Bresnan Broadband of Colorado, LLC Bresnan Broadband of Montana, LLC Bresnan Broadband of Utah, LLC Bresnan Broadband of Wyoming, LLC Bresnan Digital Services, LLC Bresnan Microwave of Montana, LLC Bright House Networks Information Services (Alabama), LLC Bright House Networks Information Services (California), LLC Bright House Networks Information Services (Florida), LLC Bright House Networks Information Services (Indiana), LLC Bright House Networks Information Services (Michigan), LLC Bright House Networks, LLC CC Fiberlink, LLC CC Systems, LLC CC VI Fiberlink, LLC CC VII Fiberlink, LLC CCO Fiberlink, LLC CCO NR Holdings, LLC CCO Transfers, LLC Charter Advanced Services (MN), LLC Charter Advanced Services (MO), LLC Charter Advanced Services VIII (MN), LLC Charter Communications Entertainment I, LLC Charter Communications VI, L.L.C. Charter Communications VII, LLC Charter Communications, LLC Charter Distribution, LLC Charter Fiberlink – Alabama, LLC Charter Fiberlink – Georgia, LLC Charter Fiberlink – Illinois, LLC Charter Fiberlink – Maryland II, LLC Charter Fiberlink – Michigan, LLC Charter Fiberlink – Missouri, LLC Charter Fiberlink – Nebraska, LLC Charter Fiberlink – Tennessee, LLC Charter Fiberlink CA-CCO, LLC Charter Fiberlink CC VIII, LLC Charter Fiberlink CCO, LLC Charter Fiberlink CT-CCO, LLC Charter Fiberlink LA-CCO, LLC Charter Fiberlink MA-CCO, LLC Charter Fiberlink MS-CCVI, LLC Charter Fiberlink NC-CCO, LLC Charter Fiberlink NH-CCO, LLC Charter Fiberlink NV-CCVII, LLC Charter Fiberlink NY-CCO, LLC Charter Fiberlink OR-CCVII, LLC Charter Fiberlink SC-CCO, LLC Charter Fiberlink TX-CCO, LLC Charter Fiberlink VA-CCO, LLC Charter Fiberlink VT-CCO, LLC Charter Fiberlink WA-CCVII, LLC Charter Helicon, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Falcon Cable Communications, LLC Helicon Partners I, L.P. Intrepid Acquisition LLC Marcus Cable Associates, L.L.C. NaviSite LLC Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile, LLC Spectrum Mobile Equipment, LLC Spectrum NLP, LLC Spectrum Oceanic, LLC Spectrum Originals, LLC Spectrum Originals Development, LLC Spectrum Pacific West, LLC Spectrum RSN, LLC Spectrum Security, LLC Spectrum Southeast, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC TC Technology LLC The Helicon Group, L.P. Time Warner Cable Business LLC Time Warner Cable Enterprises LLC Time Warner Cable Information Services (Alabama), LLC Time Warner Cable Information Services (Arizona), LLC Time Warner Cable Information Services (California), LLC Time Warner Cable Information Services (Colorado), LLC Time Warner Cable Information Services (Hawaii), LLC Time Warner Cable Information Services (Idaho), LLC Time Warner Cable Information Services (Illinois), LLC Time Warner Cable Information Services (Indiana), LLC Time Warner Cable Information Services (Kansas), LLC Time Warner Cable Information Services (Kentucky), LLC Time Warner Cable Information Services (Maine), LLC Time Warner Cable Information Services (Massachusetts), LLC Time Warner Cable Information Services (Michigan), LLC Time Warner Cable Information Services (Missouri), LLC Time Warner Cable Information Services (Nebraska), LLC Time Warner Cable Information Services (New Hampshire), LLC Time Warner Cable Information Services (New Jersey), LLC Time Warner Cable Information Services (New Mexico), LLC Time Warner Cable Information Services (New York), LLC Time Warner Cable Information Services (North Carolina), LLC Time Warner Cable Information Services (Ohio), LLC Time Warner Cable Information Services (Pennsylvania), LLC Time Warner Cable Information Services (South Carolina), LLC Time Warner Cable Information Services (Tennessee), LLC Time Warner Cable Information Services (Texas), LLC Time Warner Cable Information Services (Virginia), LLC Time Warner Cable Information Services (Washington), LLC Time Warner Cable Information Services (West Virginia), LLC Time Warner Cable Information Services (Wisconsin), LLC Time Warner Cable, LLC Time Warner Cable Media LLC Time Warner Cable New York City LLC Time Warner Cable Northeast LLC TWC Administration LLC TWC Communications, LLC TWC Media Blocker LLC TWC SEE Holdco LLC TWC Wireless LLC TWC/Charter Los Angeles Cable Advertising, LLC TWCIS Holdco LLC

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20, (i) a the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (Ax) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); , (By) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); , or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (Ax) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (By) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Finance CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Finance CCO HOLDINGS, LLC, as a Guarantor By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Finance THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Corporate Finance Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. BofA Securities, Inc. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. ▇.▇. ▇▇▇▇▇▇ Securities LLC By: /s/ Som ▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: Som ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Executive Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Underwriters Aggregate Principal Amount of 2031 Notes to be Purchased Aggregate Principal Amount of 2051 Notes to be Purchased BofA Securities, Inc. $160,000,000.00 $140,000,000.00 ▇.▇. ▇▇▇▇▇▇ Securities LLC $160,000,000.00 $140,000,000.00 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $160,000,000.00 $140,000,000.00 Deutsche Bank Securities Inc. $88,000,000.00 $77,000,000.00 Citigroup Global Markets Inc. $88,000,000.00 $77,000,000.00 Credit Suisse Securities (USA) LLC $80,000,000.00 $70,000,000.00 ▇▇▇▇▇▇▇ Sachs & Co. LLC $80,000,000.00 $70,000,000.00 Mizuho Securities USA LLC $80,000,000.00 $70,000,000.00 MUFG Securities Americas Inc. $80,000,000.00 $70,000,000.00 RBC Capital Markets, LLC $80,000,000.00 $70,000,000.00 TD Securities (USA) LLC $80,000,000.00 $70,000,000.00 ▇▇▇▇▇ Fargo Securities, LLC $80,000,000.00 $70,000,000.00 Barclays Capital Inc. $48,000,000.00 $42,000,000.00 BNP Paribas Securities Corp. $48,000,000.00 $42,000,000.00 Scotia Capital (USA) Inc. $48,000,000.00 $42,000,000.00 SMBC Nikko Securities America, Inc. $48,000,000.00 $42,000,000.00 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. $48,000,000.00 $42,000,000.00 Credit Agricole Securities (USA) Inc. $32,000,000.00 $28,000,000.00 U.S. Bancorp Investments, Inc. $32,000,000.00 $28,000,000.00 LionTree Advisors LLC $16,000,000.00 $14,000,000.00 Academy Securities, Inc. $16,000,000.00 $14,000,000.00 Loop Capital Markets LLC $16,000,000.00 $14,000,000.00 MFR Securities, Inc. $16,000,000.00 $14,000,000.00 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. $16,000,000.00 $14,000,000.00 Total $1,600,000,000 $1,400,000,000 Bresnan Broadband Holdings, LLC Bresnan Broadband of Colorado, LLC Bresnan Broadband of Montana, LLC Bresnan Broadband of Utah, LLC Bresnan Broadband of Wyoming, LLC Bresnan Digital Services, LLC Bright House Networks Information Services (Alabama), LLC Bright House Networks Information Services (California), LLC Bright House Networks Information Services (Florida), LLC Bright House Networks Information Services (Indiana), LLC Bright House Networks Information Services (Michigan), LLC CC Fiberlink, LLC CC VI Fiberlink, LLC CC VII Fiberlink, LLC CCO Fiberlink, LLC CCO NR Holdings, LLC Charter Advanced Services (MO), LLC Charter Communications VI, L.L.C. Charter Communications, LLC Charter Distribution, LLC Charter Fiberlink – Alabama, LLC Charter Fiberlink – Georgia, LLC Charter Fiberlink – Illinois, LLC Charter Fiberlink – Maryland II, LLC Charter Fiberlink – Michigan, LLC Charter Fiberlink – Missouri, LLC Charter Fiberlink – Nebraska, LLC Charter Fiberlink – Tennessee, LLC Charter Fiberlink CA-CCO, LLC Charter Fiberlink CC VIII, LLC Charter Fiberlink CCO, LLC Charter Fiberlink CT-CCO, LLC Charter Fiberlink LA-CCO, LLC Charter Fiberlink MA-CCO, LLC Charter Fiberlink MS-CCVI, LLC Charter Fiberlink NC-CCO, LLC Charter Fiberlink NH-CCO, LLC Charter Fiberlink NV-CCVII, LLC Charter Fiberlink NY-CCO, LLC Charter Fiberlink OR-CCVII, LLC Charter Fiberlink SC-CCO, LLC Charter Fiberlink TX-CCO, LLC Charter Fiberlink VA-CCO, LLC Charter Fiberlink VT-CCO, LLC Charter Fiberlink WA-CCVII, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Marcus Cable Associates, L.L.C. Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile, LLC Spectrum Mobile Equipment, LLC Spectrum New York Metro, LLC Spectrum NLP, LLC Spectrum Northeast, LLC Spectrum Oceanic, LLC Spectrum Originals, LLC Spectrum Originals Development, LLC Spectrum Pacific West, LLC Spectrum Reach, LLC Spectrum RSN, LLC Spectrum Security, LLC Spectrum Southeast, LLC Spectrum Sunshine State, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC TC Technology LLC Time Warner Cable Business LLC Time Warner Cable Enterprises LLC Time Warner Cable Information Services (Alabama), LLC Time Warner Cable Information Services (Arizona), LLC Time Warner Cable Information Services (California), LLC Time Warner Cable Information Services (Colorado), LLC Time Warner Cable Information Services (Hawaii), LLC Time Warner Cable Information Services (Idaho), LLC Time Warner Cable Information Services (Illinois), LLC Time Warner Cable Information Services (Indiana), LLC Time Warner Cable Information Services (Kansas), LLC Time Warner Cable Information Services (Kentucky), LLC Time Warner Cable Information Services (Maine), LLC Time Warner Cable Information Services (Massachusetts), LLC Time Warner Cable Information Services (Michigan), LLC Time Warner Cable Information Services (Missouri), LLC Time Warner Cable Information Services (Nebraska), LLC Time Warner Cable Information Services (New Hampshire), LLC Time Warner Cable Information Services (New Jersey), LLC Time Warner Cable Information Services (New Mexico), LLC Time Warner Cable Information Services (New York), LLC Time Warner Cable Information Services (North Carolina), LLC Time Warner Cable Information Services (Ohio), LLC Time Warner Cable Information Services (Pennsylvania), LLC Time Warner Cable Information Services (South Carolina), LLC Time Warner Cable Information Services (Tennessee), LLC Time Warner Cable Information Services (Texas), LLC Time Warner Cable Information Services (Virginia), LLC Time Warner Cable Information Services (Washington), LLC Time Warner Cable Information Services (West Virginia), LLC Time Warner Cable Information Services (Wisconsin), LLC Time Warner Cable, LLC TWC Administration LLC TWC Communications, LLC TWC SEE Holdco LLC TWCIS Holdco LLC

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.a

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined in this Sectionbelow) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Sectionbelow), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter that is a Covered Entity (as defined below) or a BHC Act Affiliate (as defined in this Sectionbelow) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Sectionbelow) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2617, the following terms shall have the following meaning: (i2) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (iix) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iiiy) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (ivz) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. If the foregoing correctly sets forth the understanding between the Company and the several Underwriters, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a valid and legally binding agreement between the Company and the several Underwriters. Very truly yours, ALSP ORCHID ACQUISITION CORPORATION I By: /s/ Thong Q. Le Name: Thong Q. Le Title: Chief Executive Officer Accepted and agreed to as of the date first above written ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & COMPANY, INCORPORATED By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director NOMURA SECURITIES INTERNATIONAL, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director On behalf of themselves and as representatives of the several Underwriters ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 9,750,000 Nomura Securities International, Inc. 5,250,000 Total 15,000,000 ALSP Orchid Acquisition Corporation I priced 15,000,000 units at $10.00 per unit plus an additional 2,250,000 units if the underwriters exercise their over-allotment option in full. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to this offering may be obtained from ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and from Nomura Securities International, Inc. at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The certificate of the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company shall be to the effect that the signers of such certificate have carefully examined the Registration Statement, each preliminary prospectus, the Prospectus and any amendment or supplement thereto, and this Agreement and that:

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Manager of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Manager is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ the Manager becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26Section: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Agent is a Covered Entity (as defined in this SectionSection 24) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this SectionSection 24), the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ the Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ the Agent is a Covered Entity or a BHC Act Affiliate (as defined in this SectionSection 24) of ▇▇▇▇▇-▇▇▇▇▇▇ the Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this SectionSection 24) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2624: (i) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) a “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Tyra Biosciences, Inc. (the “Company”), and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated May 8, 2025 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. ▇▇▇▇ ▇▇▇▇▇▇, Ph.D. President and Chief Executive Officer ▇▇▇▇ ▇▇▇▇▇▇▇ Chief Financial Officer ▇▇▇ ▇▇▇▇▇ General Counsel and Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director ▇▇▇▇▇ ▇▇▇▇▇▇▇ Analyst ▇▇ ▇▇▇▇▇ shall be paid compensation up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter, the Forward Purchaser or the Forward Seller that is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter, the Forward Purchaser or the Forward Seller of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇▇▇▇▇ any Underwriter, the Forward Purchaser or the Forward Seller is a Covered Entity or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter, the Forward Purchaser or the Forward Seller becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇▇▇▇▇ such Underwriter, the Forward Purchaser or the Forward Seller are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 2617: (iA) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); 1841(k); (iiB) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); 382.2(b); (iiiC) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; applicable; and (ivD) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Recognition of the U.S. Special Resolution Regimes. (a) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity (as defined in this Section) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined in this Section)Regime, the transfer from ▇▇▇▇▇-▇▇ ▇▇▇▇▇ of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that ▇▇▇▇▇-▇▇ ▇▇▇▇▇ is a Covered Entity and ▇▇ ▇▇▇▇▇ or a BHC Act Affiliate (as defined in this Section) of ▇▇▇▇▇-▇▇ ▇▇▇▇▇ becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined in this Section) under this Agreement that may be exercised against ▇▇▇▇▇-▇▇ ▇▇▇▇▇ are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (c) For purposes of this Section 26: 20; (ia) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); , (iib) a “Covered Entity” means any of the following: (Ai) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (Bii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (Ciii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); , (iiic) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; , and (ivd) “U.S. Special Resolution Regime” means each of (Ai) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (Bii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.. Active\1608832827.6 If the foregoing correctly sets forth the understanding between the Company and ▇▇ ▇▇▇▇▇, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and ▇▇ ▇▇▇▇▇. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer EAST\42430474. 3 From: [ ] Cc: [ ] To: [ ] Subject: ▇▇ ▇▇▇▇▇ At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between GeneDx Holdings Corp., a Delaware corporation, and TD Securities (USA) LLC (“▇▇ ▇▇▇▇▇”) dated April 29, 2024 (the “Agreement”), I hereby request on behalf of the Company that ▇▇ ▇▇▇▇▇ sell up to [ ] shares of the Company’s Class A common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. Active\1608832827.6