Second Amendment to Note Purchase Agreement
Milestone Pharmaceuticals Inc.
SECOND AMENDMENT TO
NOTE PURCHASE AGREEMENT
This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of January 12, 2026 (“Amendment”), is made by and among Milestone Pharmaceuticals Inc., a corporation existing under the Business Corporations Act (Québec) (the “Company”), the Purchasers (defined below), RTW Investments, LP, as agent for the Purchasers (in such capacity, the “Principal Purchaser”) and acknowledged and agreed by Acquiom Agency Services LLC, as collateral agent for the Purchasers (in such capacity, the “Collateral Agent”). Capitalized terms used herein, but not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement (defined below).
W I T N E S S E T H**:**
WHEREAS, the Company entered into the Note Purchase Agreement, dated as of March 27, 2023 (as amended by the First Amendment to Note Purchase Agreement, dated as of August 4, 2023, the “Note Purchase Agreement”), with the purchasers from time to time party thereto (each, a “Purchaser”, and collectively, the “Purchasers”),the Principal Purchaser, and the Collateral Agent, pursuant to which the Company has issued $50,000,000 aggregate principal amount of its 6.0% Convertible Senior Secured Notes due March 31, 2029 (each as amended, restated, supplemented or otherwise modified from time to time, the “Notes”);
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