Form 8-K

8-K — Backblaze, Inc.

Accession: 0001628280-26-044804

Filed: 2026-06-23

Period: 2026-06-16

CIK: 0001462056

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — blze-20260616.htm (Primary)

EX-4.1 (a41initialwarrant.htm)

EX-4.2 (a42additionalwarrant.htm)

EX-4.3 (a43registrationrightsagree.htm)

EX-10.1 (a101coreweavemsa.htm)

EX-10.2 (a102addendum1tocoreweavemsa.htm)

EX-99.1 (ex991backblazecoreweavepre.htm)

GRAPHIC (image_0.jpg)

GRAPHIC (image_01.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: blze-20260616.htm · Sequence: 1

blze-20260616

0001462056FALSE00014620562026-06-162026-06-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

June 23, 2026 (June 16, 2026)

Date of Report (date of earliest event reported)

Backblaze, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41026

20-8893125

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2261 Market Street STE 81006,

San Francisco, California

94114

(Address of Principal Executive Offices)

(Zip Code)

(650) 352-3738

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

BLZE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 1.01. Entry into a Material Definitive Agreement.

Effective on June 16, 2026, Backblaze, Inc. (the “Company”) entered into a Master Strategic Agreement with CoreWeave, Inc. (“CoreWeave”), along with Addendum No. 1 thereto (collectively, the “MSA”), pursuant to which the Company will provide CoreWeave with the following services:

•Cloud object storage capacity on the Company’s B2 Cloud Storage platform, an IaaS offering in Backblaze’s data centers

•The Company’s managed storage solution in CoreWeave’s data centers

The MSA will remain in effect for so long as CoreWeave utilizes the foregoing services pursuant to order forms submitted under the MSA, provided that the MSA may be terminated by either party under certain circumstances set forth therein. In connection with the entry into the MSA, the parties entered into order forms with terms of five and seven years. The Company estimates that the total contract value payable over the term of the initial order forms will be approximately $335 million, although actual amounts will depend on the storage capacity utilized and other factors and may differ from this estimate.

The MSA contains terms customary for an agreement of its type, including provisions relating to service levels, data security and privacy, confidentiality, indemnification and limitations of liability, as well as certain protective provisions in favor of each of CoreWeave and the Company.

In connection with the entry into the MSA, on June 16, 2026, the Company issued to CoreWeave (1) a Common Stock Purchase Warrant (the “Initial Warrant”) to purchase up to 3,053,314 shares (the “Initial Warrant Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and (2) a Common Stock Purchase Warrant (the “Additional Warrant,” and together with the Initial Warrant, the “Warrants”) to purchase up to 1,141,562 shares of Common Stock (the “Additional Warrant Shares” and together with the Initial Warrant Shares, the “Warrant Shares"). The Warrants each have an exercise price per share of $7.60, which price was derived based upon a volume weighted average price formula. The Initial Warrant will vest and become exercisable in twenty equal quarterly installments (5% per quarter) over a five-year period, in each case so long as the MSA remains in effect. The Additional Warrant will vest and become exercisable in tranches as described therein based upon contracted-for storage capacity, up to 100% of the number of the Additional Warrant Shares, provided that no Additional Warrant Shares will be issued in the event CoreWeave exceeds the minimum contracted-for storage capacity required. In the case of each Warrant, any unvested portion will become fully vested and exercisable immediately prior to a change of control of the Company (as defined in the Warrants) occurring before termination of the MSA, subject to certain conditions and the potential for forfeiture as described in the Warrants. The exercise of the Warrants is also subject to certain limitations on aggregate share ownership after giving effect to such exercise. The Initial Warrant expires on June 16, 2032 and the Additional Warrant expires on June 16, 2035.

Concurrently with the issuance of the Warrants, the Company and CoreWeave entered into a Registration Rights Agreement pursuant to which the Company agreed to file a registration statement covering the resale of the Warrant Shares with the Securities and Exchange Commission (the “SEC”), no later than 60 days following the date the Warrants were issued, and to use commercially reasonable efforts to cause that registration statement to be declared effective and to keep it effective for the period specified in the Registration Rights Agreement. The Registration Rights Agreement contains customary provisions, including with respect to registration procedures, permitted suspension periods and indemnification, and registration expenses to be borne by the Company, as well as certain sales volume limitations.

The foregoing descriptions of the Warrants, the Registration Rights Agreement, and the MSA do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively. The Company has omitted certain commercially sensitive information from the Warrants and the MSA in accordance with Item 601(b)(10)(iv) of Regulation S-K.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Warrants is incorporated by reference into this Item 3.02.

The Company issued the Warrants, and the Warrant Shares will be issued, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, as a transaction by an issuer not involving any public offering. The Warrants were issued to a single accredited investor, without any general solicitation or general advertising, in reliance on representations made by CoreWeave, including that it is an “accredited investor” as defined in Rule 501 of Regulation D and that it was acquiring the Warrants for its own account for investment purposes and not with a view to, or for resale in connection with, any distribution thereof. No underwriters were involved in, and no underwriting discounts or commissions were paid in connection with the issuance of the Warrants. Neither the Warrants nor the Warrant Shares have been registered under the Securities Act, and neither may be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration.

Item 7.01. Regulation FD Disclosure.

On June 23, 2026, the Company issued a press release announcing the entry into the MSA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This information is intended to be furnished under Item 7.01 and Item 9.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

4.1†*

Common Stock Purchase Warrant (Initial Warrant), dated as of June 16, 2026, issued by Backblaze, Inc. to CoreWeave, Inc.

4.2†*

Common Stock Purchase Warrant (Additional Warrant), dated as of June 16, 2026, issued by Backblaze, Inc. to CoreWeave, Inc.

4.3*

Registration Rights Agreement, dated as of June 16, 2026, by and between Backblaze, Inc. and CoreWeave, Inc.

10.1†*

Master Strategic Agreement, dated as of June 16, 2026, by and between Backblaze, Inc. and CoreWeave, Inc.

10.2†*

Addendum No. 1 to Master Strategic Agreement, dated as of June 16, 2026, by and between Backblaze, Inc. and CoreWeave, Inc.

99.1

Press Release issued by Backblaze, Inc. dated June 23, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Certain confidential information has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

*Annexes and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC on a confidential basis upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

June 23, 2026

Backblaze, Inc.

By:

/s/ Marc Suidan

Marc Suidan, Chief Financial Officer

EX-4.1

Filename: a41initialwarrant.htm · Sequence: 2

Document

EXHIBIT 4.1

[Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.]

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

COMMON STOCK PURCHASE WARRANT

BACKBLAZE, INC.

Issue Date: June 16, 2026 (the “Issue Date”)

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, CoreWeave, Inc. or its permitted assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the Termination Date (as defined below), but not thereafter, to purchase from Backblaze, Inc., a Delaware corporation (the “Company”), up to 3,053,314 duly authorized, validly issued, fully paid and non-assessable shares (subject to the limitations contained herein, including Section 1(b), Section 2(d) and Section 2(e), and subject to adjustments hereunder, the “Warrant Shares”) of the Company’s Class A Common Stock, $0.0001 par value per share (the “Common Stock”). The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b).

As used in this Warrant:

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person; for purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day excluding Saturday, Sunday or any day which is a legal holiday under the laws of the State of New York or a day on which banking institutions are authorized or required by law or other governmental action to close.

“Capital Stock” means, with respect to any Person, (i) any capital stock of such Person, (ii) any security convertible, with or without consideration, into any capital stock of such Person, (iii) any other shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the capital stock of such Person and (iv) any other equity interest in, or right to vote generally in elections of directors or the comparable governing body of, such Person.

“Change of Control” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another person(s) or entity(ies), or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company, on a consolidated basis or otherwise, to one or more persons or entities, (B) if any person or “group” (as defined in Rule 13d-3 under the Exchange Act (as defined below)) shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more transactions, be or become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of at least 50% of the aggregate ordinary voting power of the Company (or, if the Company is not the surviving company in such transaction, 50% of the aggregate ordinary voting power of the surviving or resulting entity thereof), (C) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more transactions, issue or enter into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction, or (D) any other transaction or series of transactions that the Company’s Board of Directors shall determine to be treated as a Change of Control; other than, in each of the foregoing clauses (A) through (D), in connection with a transaction or series of transactions with CoreWeave, Inc. or its Affiliates (unless CoreWeave, Inc. and the Company mutually agree to deem such transaction(s) to be a Change of Control of the Company).

“Competitor Change of Control” means [***].

“Fair Market Value” of the Common Stock on any date of determination means (i) if the Common Stock is listed for trading on a national securities exchange, the closing sale price per share of the Common Stock on the Trading Day immediately prior to such date of determination, as reported by the national securities exchange, (ii) if the Common Stock is not listed on a national securities exchange but is listed in the over-the-counter market, the average last quoted sale price for the Common Stock (or, if no sale price is reported, the average of the high bid and low asked price for such date) on the Trading Day immediately prior to such date of determination, in the over-the-counter market as reported by OTC Markets Group Inc. or other similar organization, or (iii) in all other cases, in the discretion of the Board of Directors, (A) as agreed upon in good faith by the Holder and the Company or (B) as determined by an independent accounting, appraisal or investment banking firm or consultant of nationally recognized standing reasonably acceptable to the Holder and the Company that is retained at the sole cost and expense of the Company.

“Initial Storage Contract” means that certain Order Form #2, dated as of the Issue Date, entered into by and between the Company and the Holder pursuant to the MSA.

“MSA” means that certain Master Strategic Agreement, effective as of the Issue Date, by and between the Company and the Holder, as amended, supplemented, restated or otherwise modified from time to time, together with all addenda, exhibits, schedules and statements of work thereto.

“Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency, or political subdivision thereof).

“Principal Trading Market” means the trading market on which the Common Stock, or any successor security thereto, is primarily listed and quoted for trading, and which, as of the Issue Date is The Nasdaq Global Market.

“Reference Price” means the volume weighted average sales price per share of Common Stock (taken to two decimal places) on the Principal Trading Market for the twenty (20) consecutive Trading Days ending on the Issue Date (or, if the Issue Date is not a Trading Day, on the Trading Day immediately preceding the Issue Date), calculated from 9:30 a.m. New York time on the first such Trading Day to 4:00 p.m. New York time on the last such Trading Day, as reported by an authoritative source selected by the Holder.

“Regulatory Approval” means (i) the completion of any required filings (and the expiration or termination of any associated waiting period) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (ii) the receipt of any required approval under other applicable laws issued by a governmental authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.

“Reported Outstanding Shares Number” means the number of shares of Common Stock outstanding as set forth in (x) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent written notice by the Company or the Transfer Agent to the Holder.

“Termination Date” shall mean 5:00 p.m. New York, NY time on June 16, 2032.

“Trading Day” means a day on which:

(a)trading in the Common Stock generally occurs on the Principal Trading Market; and

(b)during the one-half hour period ending on the scheduled close of trading on any Trading Day no material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock existed or occurred.

If the Common Stock is not so listed or traded, “Trading Day” means a Business Day.

Section 1.Exercisability; Vesting. The Holder’s right to exercise this Warrant with respect to the Warrant Shares is subject to limitations on exercisability as follows:

(a)Exercisability.

(i)This Warrant and the Holder’s rights hereunder with respect to the Warrant Shares (subject to adjustments or otherwise to the restrictions as set forth in this Warrant, including Section 1(b), Section 2(d), Section 2(e) and Section 3) is exercisable from and after the Issue Date through and including the Termination Date, as and to the extent it vests in accordance with Section 1(b) hereof.

(ii)The Holder’s right to receive the Warrant Shares, and the Company’s obligation to issue such Warrant Shares, upon exercise of this Warrant shall be subject to the limitations set forth in Section 2(d)(i).

(b)Vesting. This Warrant shall vest and become exercisable with respect to the Warrant Shares over a five (5) year period commencing on the Issue Date, in twenty (20) equal quarterly installments such that it shall become exercisable with respect to an initial 5% of the Warrant Shares on the three-month anniversary of the Issue Date, and an additional 5% of the Warrant Shares shall vest on each successive three-month anniversary of the Issue Date thereafter, such that this Warrant shall be fully vested on the fifth anniversary of the Issue Date; provided, that in the event the Initial Storage Contract is terminated, this Warrant shall remain outstanding and exercisable with respect to the portion vested as of such date of termination, and no further vesting shall occur. Notwithstanding the foregoing, if (A) prior to or on the three (3) year anniversary of the Issue Date, (i) the Company consummates a Competitor Change of Control, and (ii) the Initial Storage Contract has not been validly terminated by the Company for Cause prior to the occurrence of such Change of Control or (B) (1) a Change of Control (other than a Competitor Change of Control) (such transaction, a “Non-Competitor Change of Control”) is consummated and (2) the Initial Storage Contract has not been validly terminated by the Company for Cause prior to the occurrence of such Change of Control, any unvested portion of this Warrant shall become exercisable in full immediately prior to such event, together with any portion of this Warrant that previously became exercisable (subject, in the case of the foregoing clause (B) only, to forfeiture and repayment as provided in Section 1(c)). For purposes of this Section 1(b), “Cause” means termination of the Initial Storage Contract by the Company due to the Holder’s material breach or material failure to perform its obligations under the Initial Storage Contract that remains uncured following any applicable notice and cure period. For the avoidance of doubt, a termination of the Initial Storage Contract by the Company without Cause (including any termination in connection with or following a Change of Control) shall not affect the Holder’s right to acceleration under this Section 1(b). The Company shall give the Holder written notice of a Change of Control concurrently with the Company’s first public announcement of the definitive agreement providing for such transaction (or, if such transaction is structured to be consummated simultaneously with the execution of the definitive agreement or no such announcement is made, no later than ten (10) Business Days prior to the anticipated consummation thereof). Any notice provided to the Holder prior to public announcement shall be subject to the Holder’s prior written agreement to keep such information confidential and to refrain from trading in the Company’s securities in violation of applicable U.S. securities laws while in possession thereof.

(c)Forfeiture Upon Early Termination Following a Non-Competitor Change of Control.

(i)Definitions. For purposes of this Section 1(c): (1) "Accelerated Shares" means the number of Warrant Shares that were unvested immediately prior to a Non-Competitor Change of Control and that became vested and exercisable solely as a result of the acceleration provided for in Section 1(b); (2) "Scheduled Vesting Date" means, with respect to any Warrant Shares, the date on which such Warrant Shares would have become vested under the quarterly installment schedule set forth in Section 1(b), assuming for this purpose that the Initial Storage Contract had

remained in effect through such date and disregarding the acceleration under Section 1(b); (3) "Qualifying Termination" means any termination of the Initial Storage Contract by the Holder or by the Company due to the Holder's material breach that remains uncured following any applicable notice and cure period, in each case occurring after the consummation of a Non-Competitor Change of Control and prior to the fifth anniversary of the Issue Date; provided that a Qualifying Termination shall not include, and no forfeiture or repayment shall arise under this Section 1(c) in respect of, any termination of the Initial Storage Contract by the Holder (x) for a material breach of the Initial Storage Contract by the Company (or its successor or assign) that remains uncured following any applicable notice and cure period, or (y) by reason of the failure of the Company (or its successor or assign) to perform its obligations under the Initial Storage Contract; and (4) "Forfeited Shares" means, upon a Qualifying Termination, that number of Accelerated Shares the Scheduled Vesting Date of which falls after the effective date of such Qualifying Termination (and, for the avoidance of doubt, any Accelerated Shares the Scheduled Vesting Date of which falls on or before such effective date shall be retained by the Holder).

(ii)Forfeiture of Outstanding Warrant. If, upon a Qualifying Termination, this Warrant (or any portion representing Forfeited Shares, or the right to acquire Alternate Consideration in respect thereof) remains outstanding and unexercised, then automatically and without further action this Warrant shall be cancelled with respect to the Forfeited Shares, such Forfeited Shares (and any Alternate Consideration issuable in respect thereof) shall cease to be issuable hereunder, and the Holder shall have no further rights with respect thereto.

(iii)Repayment of Settled Value. If, upon a Qualifying Termination, any Forfeited Shares shall theretofore have been issued upon exercise of this Warrant or otherwise settled (including any Forfeited Shares deemed exercised or converted into the right to receive cash or other consideration in connection with a Non-Competitor Change of Control pursuant to Section 2(f) or Section 3(b)), then the Holder shall, within thirty (30) days following the effective date of such Qualifying Termination, pay to the Company (or its successor or assign) an amount in cash equal to the aggregate consideration received in respect of such Forfeited Shares (valued, in the case of a Non-Competitor Change of Control, at the per-share consideration paid therein, and otherwise at Fair Market Value determined as of the consummation of the Non-Competitor Change of Control), less the aggregate Exercise Price, if any, actually paid by the Holder in respect of such Forfeited Shares. In lieu of cash, the Holder may satisfy this obligation by surrendering shares of Common Stock (or units of Alternate Consideration) then held by the Holder and attributable to the Forfeited Shares having an equivalent value.

Section 2.Exercise.

(a)Subject to Section 1, exercise of the vested purchase rights represented by this Warrant with respect to Warrant Shares may be made, in whole or in part, at any time or times on or after the Issue Date (subject to the provisions of Section 2(f) hereof) and on or before the Termination Date by delivery to the Company of a duly completed and executed copy of a notice of exercise substantially in the form attached hereto as Exhibit A (a “Notice of Exercise”). The “Exercise Date” shall be the date on which such delivery shall have taken place (or be deemed to have taken place) unless a later date is specified in the Notice of Exercise. The Notice of Exercise shall specify whether the Holder has elected to purchase the applicable vested Warrant Shares (i) by Cashless Exercise (as defined and as set forth in Section 2(f)), (ii) for cash (any such exercise, a “Cash Exercise”), or (iii) by a combination of Cash Exercise and Cashless Exercise as set forth in Section 2(f). If the Holder has elected to purchase all or a portion of the applicable vested Warrant Shares through a Cash Exercise, within two (2) Trading Days following the Exercise Date, the Holder shall deliver the applicable amount of the Exercise Price by wire transfer or cashier’s check drawn on a United States bank; provided, however, in the event that the Holder has not delivered such portion of the Exercise Price within two (2) Trading Days following the date of such exercise as aforesaid, the Company shall not be obligated to deliver the Warrant Shares corresponding to such portion of the Exercise Price hereunder until such payment is made. No ink-

original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, and to the extent a physical copy is issued to the Holder, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation promptly after the relevant event shall have occurred. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of vested Warrant Shares and the number of Warrant Shares purchased and the date of such purchases and the Holder may request that a new Warrant be issued to it representing the amount of Warrant Shares not purchased (with such amendments as are necessary to preserve the vesting schedule set forth in Section 1(b)) and the Company shall promptly comply with such request. The Company shall deliver any objection to any Notice of Exercise within two (2) Trading Days of receipt of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the vested Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b)Exercise Price. The “Exercise Price” per Warrant Share shall be equal to Seven Dollars and 60/100 ($7.60), which amount is ninety-five percent (95%) of the Reference Price, subject to any adjustments required by Section 3.

(c)Mechanics of Exercise.

(i)Delivery of Warrant Shares Upon Exercise. Upon each exercise of this Warrant, the Company shall promptly, but in no event later than two (2) Trading Days after delivery of the applicable Notice of Exercise (subject to delivery by the Holder to the Company of cash equal to any portion of the Exercise Price for which the Holder has elected a Cash Exercise pursuant to Section 2(b), instruct the transfer agent for the Common Stock (the “Transfer Agent”) to record the issuance of the Warrant Shares purchased hereunder to the Holder in book-entry form pursuant to the Transfer Agent’s regular procedures. If such Warrant Shares are issued in uncertificated or book-entry form, the Company shall deliver or cause to be delivered upon request a confirmation evidencing the issuance of such Warrant Shares. The Warrant Shares shall be deemed to have been issued, and the Holder shall be deemed to have become a holder of record of such shares for all purposes, as of the later of the Exercise Date and the date on which payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(iv) prior to the issuance of such shares, has been made, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder.

(ii)Rescission Rights. If the Company fails to issue or cause to have issued the Warrant Shares pursuant to Section 2(c)(i) or does not issue Warrant Shares as a result of the limitations in Section 1(a)(ii) or Section 2(d) within two (2) Trading Days after delivery of the applicable Notice of Exercise, then the Holder will have the right to rescind such exercise in its sole discretion. The right of rescission of the Holder under this Section 2(c)(ii) is subject to delivery by the Holder of the aggregate Exercise Price payable pursuant to Section 2(b) or Section 2(f).

(iii)No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant. As to any fraction of a share of Common Stock to which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay the Holder cash in an amount equal to such fraction multiplied by the Fair Market Value.

(iv)Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue, transfer, stamp or other similar tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares or a new Warrant to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax or governmental charge, or has established to the satisfaction of the Company that such tax or governmental charge has been paid. Without limiting the generality of the foregoing, the Company shall pay all reasonable fees required for same-day processing of any Notice of Exercise and all other expenses of the Company and its registrar(s) and transfer agent(s) in connection with delivery of the Warrant Shares and replacement warrants. All payments in respect of this Warrant shall be subject to applicable withholding in respect of taxes. Where withholding in respect of taxes is imposed with respect to this Warrant, including in respect of an actual or deemed (for federal withholding tax purposes) payment in respect of this Warrant, the Holder shall promptly transfer to the Company the amount required to be withheld; provided, that prior to any such payments the Company shall be required to demonstrate the basis for, and calculation of, such withholding and reasonably cooperate with Holder to reduce or eliminate any withholding tax to the extent permitted by applicable tax law.

(v)Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms and conditions hereof.

(vi)Sale of Stock by the Holder. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering of the Common Stock (pursuant to a merger, sale of stock, or otherwise) or in connection with a tender or exchange offer for shares of Common Stock of the Company, such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

(d)Holder’s Exercise Limitations.

(i)Notwithstanding anything to the contrary contained in this Warrant, the Company shall not effect the exercise of any portion of this Warrant, and no Holder shall have the right to exercise any portion of this Warrant pursuant to the terms and conditions hereof and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, any Holder (together with any other Person whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable regulations of the Securities and Exchange Commission (the “Commission”) thereunder, including any “group” of which any Holder is or may be deemed a member (collectively, the “Attribution Parties”)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of calculating the Maximum Percentage, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder and its Attribution Parties and which would be in excess of the Maximum Percentage and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder or any of its Attribution Parties subject to a limitation on

conversion or exercise analogous to the limitation contained in this Section 2(d)(i). In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and its Attribution Parties being deemed to beneficially own, in the aggregate at such time, more than the Maximum Percentage (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and its Attribution Parties’ aggregate beneficial ownership exceeds the applicable Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the Exercise Price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company by any Holder, the Maximum Percentage may be increased or decreased with respect to such Holder to any other percentage as specified in such notice; provided, that (i) any such increase or decrease in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and its Attribution Parties requesting such increase or decrease and not to any other Holder of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by any Attribution Party for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise this Warrant, in whole or in part, pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability.

(ii)Except as set forth in the exclusions to calculating beneficial ownership in Sections 2(d)(i)(A) and (B), for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Maximum Percentage. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. If the Company receives a Notice of Exercise from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Shares Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder’s beneficial ownership, as determined pursuant to Section 2(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares.

The provisions of this Section 2(d) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation or the application of the rules of the Principal Trading Market.

(e)Warrant Shares Cap. Notwithstanding anything in this Warrant to the contrary, the Company shall not effect the exercise of any portion of this Warrant, and no Holder shall have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that such exercise would result in the aggregate number of Warrant Shares issued under this Warrant, together with the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that would reasonably be expected to be aggregated with the transactions contemplated by this Warrant under the applicable rules of the Principal Trading Market, as determined by the Company in good faith and in consultation with Nasdaq Listing Qualification officials, to exceed 12,256,121 shares (the “Warrant Shares Cap”), which Warrant Shares Cap shall be adjusted for any split, subdivision, combination or reclassification of Common Stock, and in such case, the number of Warrant Shares issuable upon exercise of this Warrant shall be reduced or increased to the number of shares equal to the Warrant Shares Cap (for purposes of this calculation, rounded down to the nearest whole share).

(f)Cashless Exercise; Cash-Only Change of Control. In lieu of Cash Exercise, the Holder may elect to exercise the purchase rights represented by this Warrant on a cashless, net basis (a “Cashless Exercise”), whereupon the Company shall withhold and not issue to the Holder, in satisfaction of the Exercise Price, a number of Warrant Shares equal to (x) the number of Warrant Shares for which the Warrant is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Fair Market Value on the Exercise Date; and such withheld Warrant Shares shall no longer be issuable under the Warrant, and the Holder shall not have any rights or be entitled to any payment with respect to such withheld Warrant Shares. In the event of a Change of Control in which the Common Stock is converted into solely the right to receive cash upon closing of such Change of Control (a “Cash-Only Change of Control”), if this Warrant has not previously been exercised in full on an Exercise Date occurring before the third Trading Day prior to the consummation of the Cash-Only Change of Control, any unexercised portion of this Warrant shall be deemed exercised in full, without the delivery of a Notice of Exercise, effective immediately prior to the consummation of the Cash-Only Change of Control and the Holder shall be entitled to receive cash in an amount equal to the amount of cash payable in the Cash-Only Change of Control in respect of a number of shares of Common Stock equal to the number of Warrant Shares that would be deliverable upon an exercise of this Warrant in full immediately prior to consummation of the Cash-Only Change of Control pursuant to this Section 2(f) of the unexercised portion of this Warrant, where Fair Market Value of a share of Common Stock in such an exercise is deemed for these purposes to be the cash payable in respect of a share of Common Stock in the Cash-Only Change of Control; provided, that for the avoidance of doubt, if the cash payable in respect of a share of Common Stock in a Cash-Only Change of Control in which the Common Stock is converted into solely the right to receive cash upon closing of the Cash-Only Change of Control is less than the then-applicable Exercise Price, then upon consummation of the Cash-Only Change of Control the unexercised portion of this Warrant shall be cancelled for no consideration.

(g)Stockholder Approval. If the total number of Warrant Shares issuable upon full exercise of the then-vested portion of this Warrant, together with the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that would reasonably be expected to be aggregated with the transactions contemplated by this Warrant under the applicable rules of the Principal Trading Market, equals or exceeds the Warrant Shares Cap, then if required by the applicable rules of the Principal Trading Market and requested by the Holder, the Company shall seek approval from the holders of its outstanding Common Stock (and any other class of voting securities entitled to vote thereon) of the issuance of shares of Common Stock upon exercise of this Warrant in excess of the Warrant Shares Cap, in accordance with the applicable rules of the Principal Trading Market (“Stockholder Approval”). In connection with seeking Stockholder Approval, the Company shall (i) prepare and file with the Securities and Exchange Commission a proxy statement (or information statement, if applicable) seeking Stockholder Approval; (ii) use commercially reasonable efforts to solicit proxies in favor of Stockholder Approval; (iii) cause its Board of Directors to recommend that its stockholders vote in favor of Stockholder Approval and (iv) hold the stockholder meeting at which such vote is taken no later than ninety (90) days following the date the Company receives the Holder’s

request pursuant to this Section 2(g), subject only to any delay required by the SEC review process or applicable law. If the Company fails to obtain Stockholder Approval within the time period specified in Section 2(g)(iv), then, at the Holder’s election, the Company shall use commercially reasonable efforts at intervals of no greater than ninety (90) days, to seek Stockholder Approval until Stockholder Approval is obtained. The Company shall not take any action, or omit to take any action, that would reasonably be expected to adversely affect the likelihood of obtaining Stockholder Approval.

(h)Regulatory Cooperation. In the event that any Regulatory Approval is determined by the Holder upon advice of its legal counsel to be required in connection with any exercise of this Warrant and/or the issuance of the Warrant Shares (or to permit the Holder of the Warrant Shares to exercise its voting or other rights with respect to the Warrant Shares), then the Company, at its own expense, shall (i) prepare and make all filings and submissions required to be made by the Company in connection with such Regulatory Approvals as promptly as reasonably practicable following such determination (or, at the request of the Holder, as promptly as reasonably practicable following the Holder’s exercise of this Warrant) and (ii) use commercially reasonable efforts to obtain such Regulatory Approval (or to cause the expiration of any applicable waiting period) as promptly as reasonably practicable following such determination (or exercise), including taking, or causing to be taken, all actions reasonably necessary, proper or advisable under applicable law in order to obtain such Regulatory Approval; provided, that the Holder shall not be obligated to propose, negotiate, effect or agree to the sale, divestiture, hold separate, license or other disposition of any assets, products, product lines, properties or services or businesses of Holder or its “Affiliates” (as defined in Rule 405 under the Securities Act), or otherwise agree or commit to take any action that limits their freedom of action, ownership or control with respect to, or their ability to retain or hold, any of the foregoing, or agree or commit to terminate, relinquish, modify or waive existing relationships, ventures, contractual rights, obligations or other arrangements of the Holder or its Affiliates. The Company shall cooperate and consult with the Holder (and consider in good faith input from the Holder) and shall provide the Holder copies of any filings, submissions, or other communications required in connection with such Regulatory Approvals for review prior to filing or submission. If any such Regulatory Approval has not been obtained on or prior to the Termination Date, then the Termination Date shall be extended until 5:00 p.m., New York, NY time on the second Business Day after all such Regulatory Approvals have been obtained, but in no event shall the Termination Date be extended by more than one hundred eighty (180) days regardless of whether such Regulatory Approvals have been obtained. The Holder shall, as the acquiring party, prepare and make its own filings and submissions required under the HSR Act and applicable competition laws and shall bear its own filing fees (or, with respect to any joint filing fee, the parties shall share such fee equally), and shall use commercially reasonable efforts to cooperate with the Company and to provide information reasonably necessary to obtain any Regulatory Approval.

Section 3.Certain Adjustments.

(a)Stock Dividends, Subdivision, Combinations and Consolidations. If the Company, at any time while this Warrant is outstanding (in whole or in part): (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock (or other class of Capital Stock of the Company then issuable upon exercise of this Warrant) or any other equity or equity equivalent securities payable in shares of Common Stock (or such other class of Capital Stock) (which, for avoidance of doubt, shall not include any shares of Common Stock (or such other class of Capital Stock) issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock (or other class of Capital Stock of the Company then issuable upon exercise of this Warrant) into a larger number of shares or (iii) combines or consolidates (including by reverse stock split) outstanding shares of Common Stock (or other class of Capital Stock of the Company then issuable upon exercise of this Warrant) into a smaller number of shares, then in each case the Exercise Price shall be adjusted by multiplying the Exercise Price immediately before the applicable corporate action by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and thereafter the number of shares issuable upon exercise of this Warrant

shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective (x) in the case of a dividend or distribution, immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution or (y) in the case of a subdivision, combination or consolidation, immediately after the effective date of such subdivision, combination or consolidation. If the Company, at any time while this Warrant is outstanding (in whole or in part) distributes rights on shares of its Common Stock (or other class of Capital Stock of the Company then issuable upon exercise of this Warrant) in connection with a shareholder rights plan, no adjustment shall be made pursuant to this Section 3 and any such rights shall accompany the Warrant Shares issued pursuant to this Warrant if such shareholder rights plan remains in effect.

(b)Reclassifications, Reorganizations, Consolidations, Mergers and Sales. In the event of (i) any capital reorganization of the Company, (ii) any reclassification or recapitalization of the stock of the Company (other than (x) a change in par value or from par value to no par value or from no par value to par value or (y) as a result of a stock dividend, subdivision, combination or consolidation of shares as to which Section 3(a) shall apply), (iii) any consolidation or merger of the Company with or into another Person (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock or any other class of Capital Stock then issuable upon exercise of this Warrant), (iv) any sale of all or substantially all of the assets of the Company, or (v) any similar transaction, this Warrant shall remain outstanding and, after such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction, be exercisable for the kind and number of shares or interests of Capital Stock or other securities or property (“Alternate Consideration”) of the Company or of the successor corporation resulting from such consolidation or sale, or surviving such merger, if any, to which a holder of Common Stock equal to the number of Warrant Shares underlying this Warrant (at the time of such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction, and subject to the limitations set forth in Section 1(a)(i) and Section 2) would have been entitled upon such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction (without regard to any limitations on exercise hereof and assuming that this Warrant was fully vested as to all Warrant Shares at such time). In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock (or such other class of Capital Stock) issuable upon exercise of this Warrant shall be allocated among the Alternative Consideration receivable as a result of such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction, in proportion to the respective fair market values of such Alternate Consideration. If and to the extent that the holders of Common Stock (or such other class of Capital Stock) have the right to elect the kind or amount of consideration receivable upon consummation of such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction, then the consideration that the Holder shall be entitled to receive upon exercise shall be deemed to be whatever choice is made by a plurality of all holders of Common Stock (or such other class of Capital Stock) that are not affiliated with the Company (or, in the case of a consolidation, merger, sale or similar transaction, any other party thereto) and affirmatively make an election (or of all such holders if none of them makes an election). From and after any such reorganization, reclassification, recapitalization, consolidation, merger, sale or similar transaction, all references to “Warrant Shares” herein shall be deemed to refer to the Alternate Consideration to which the Holder is entitled pursuant to this Section 3(b). The provisions of this clause shall similarly apply to successive reorganizations, reclassifications, recapitalizations, consolidations, mergers or sales. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale, or similar transaction unless, prior to the consummation thereof, the successor person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale, or similar transaction, shall assume the obligation to deliver to the Holder such shares of stock, securities, or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant.

(c)Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to

holders of shares of Common Stock, by way of return of capital or otherwise (including any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Company shall provide Holder with at least ten (10) Business Days’ notice of the record date thereof to ensure the Holder has sufficient time to exercise the Warrant (or any portion thereof) and receive such distribution. The Holder shall not be entitled to participate in such Distribution with respect to the unexercised portion of this Warrant as of the record date for the Distribution.

(d)Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock (or such other Company security as is then issuable upon exercise of this Warrant) deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (or such other Company security) (excluding treasury shares, if any) issued and outstanding on such date.

(i)Notice to Holder. Adjustment to Terms of Warrant. Whenever any of the terms of this Warrant are adjusted pursuant to any provision of this Section 3 or any other applicable provision hereof, the Company shall promptly, and in any event no later than 10 calendar days following such adjustment, send to the Holder a notice signed by a duly authorized officer of the Company and setting forth (x) the Exercise Price, number of Warrant Shares and, if applicable, the kind and amount of Alternate Consideration purchasable hereunder after such adjustment and (y) the facts requiring such adjustment in reasonable detail.

(ii)Notice to Allow Exercise by Holder. If, during the period in which this Warrant is outstanding, (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to, and including, the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4.Transfer of Warrant and Warrant Shares.

(a)Restrictive Legend. Until such time as no longer required by applicable securities laws, this Warrant and the Warrant Shares (unless and until sold in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”), or, in the case of Warrant Shares, transferred pursuant to Rule 144 promulgated under the Securities Act, or any successor rule or regulation hereafter adopted by the Commission, as such rule may be amended from time to time (“Rule 144”)) will be stamped or imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

At such time as the foregoing legend is not so required, upon request of the Holder and, if requested by the Company, receipt by the Company (from Company counsel) of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state securities laws, the Company shall promptly cause the legend to be removed from any certificate or other instrument for this Warrant or Warrant Shares.

(b)Transfer Restrictions. This Warrant may not be sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of (collectively, “transferred”), in whole or in part, by the Holder without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that subject to the provisions of Section 4(a), the Holder may transfer all or any portion of this Warrant and/or the Warrant Shares (including any registration rights attaching to such Warrant and/or Warrant Shares) at any time or from time to time to (i) any Affiliate of the Holder or (ii) any Person to whom the Holder has assigned all or any portion of its rights and obligations under the MSA, in each case of the foregoing clauses (i) and (ii), without the prior approval of the Company. In connection with any permitted transfer of all or any portion of this Warrant, the Holder must provide an assignment form substantially in the form attached hereto as Exhibit B duly completed and executed by the Holder or any such subsequent Holder, as applicable, and the proposed permitted transferee must consent in writing to be bound by the terms and conditions of this Warrant. Any permitted transfer of all or any portion of this Warrant shall also be subject to the Securities Act and other applicable federal or state securities or blue sky laws. Upon any permitted transfer of this Warrant in full, the Holder shall be required to physically surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full and funds sufficient to pay any transfer taxes payable upon the making of such permitted transfer. The Warrant, if properly assigned in accordance herewith, may be exercised by a permitted new holder for the purchase of Warrant Shares without having a new Warrant issued; provided, that if the Holder or their permitted assignee request, and upon receipt of this Warrant, the Company shall issue each of the Holder and its permitted assignee new warrants each providing for the purchase of the number of shares of Common Stock set forth in such request, which amounts, when taken together shall equal the number of Warrant Shares issuable under this Warrant. This Warrant or any portion thereof shall not be sold, assigned, transferred, pledged or disposed of in violation of the Securities Act, federal or state securities laws or the Company’s certificate of incorporation. Any purported transfer of this Warrant that is not made in compliance with this Section 4(b) shall be null and

void ab initio and of no force or effect, and the Company shall have no obligation to recognize any such purported transfer or to register any shares of Common Stock upon exercise of this Warrant by any purported transferee. The Company may, at its option, treat the Holder of record as the sole holder of this Warrant for all purposes notwithstanding any actual or purported transfer made in violation of this Section 4(b). If at any time following a permitted transfer a permitted transferee ceases to qualify as a permitted transferee (including by reason of a change in control of such permitted transferee), the Holder and such permitted transferee shall promptly cause this Warrant to be re-transferred to the original Holder or another then-qualifying permitted transferee.

(c)Warrant Register. The Company shall register this Warrant upon records to be maintained by or on behalf of the Company for that purpose (the “Warrant Register”) in the name of the record Holder hereof from time to time. Absent manifest error or actual notice to the contrary, the Company may deem and treat the Holder of this Warrant so registered as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes.

Section 5.Representations and Warranties.

(a)Representations and Warranties of the Holder. The Holder hereby represents and warrants that each of the representations and warranties set forth in this Section 5(a) (collectively, the “Holder Representations”) is true, correct, complete, and not misleading as of the date hereof.

(i)Experience; Accredited Investor Status. The Holder (1) is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, (2) is capable of evaluating the merits and risks of its investment in the Company, (3) has the capacity to protect its own interests, and (4) has the financial ability to bear the economic risk of its investment in the Company.

(ii)Company Information. The Holder has been provided access to all information regarding the business and financial condition of the Company, its expected plans for future business activities, material contracts, intellectual property, and the merits and risks of its purchase of the Warrant, which it has requested or otherwise needs to evaluate an investment in the Company. It has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. It has also had the opportunity to ask questions of, and receive answers from, the Company and its management regarding the terms and conditions of this investment and all such questions have been answered to its satisfaction.

(iii)Investment. The Holder has not been formed solely for the purpose of making this investment and is acquiring the Warrant for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution of any part thereof. It understands that the Warrant has not been registered under the Securities Act or applicable state and other securities laws and is being issued by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of its representations as expressed herein.

(iv)Transfer Restrictions. The Holder acknowledges and understands that (i) transfers of the Warrant are subject to transfer restrictions under the federal securities laws and (ii) it may have to bear the economic risk of this investment for an indefinite period of time unless the Warrant is subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

(b)Representations and Warranties of the Company. The Company hereby represents and warrants that each of the representations and warranties set forth in this Section 5(b) is true, correct, complete, and not misleading as of the date hereof.

(i)Organization and Qualification. The Company and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite corporate power and authority to own or lease and use its properties and assets and to carry on its business as currently conducted, except where the failure to be in good standing or have such power or authority, as the case may be, would not have or would not reasonably be expected to have a material adverse effect. Neither the Company nor any subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company and each of its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or would not reasonably be expected to have a material adverse effect, and no claim, suit, arbitration, hearing, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition) has been instituted, is pending, or, to the Company’s knowledge, has been threatened in writing in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(ii)Authorization; Enforcement; Validity. The Company has full power and authority to execute and deliver this Warrant, to consummate the transactions contemplated hereby, and to carry out its obligations hereunder. The execution, delivery, and performance by the Company of this Warrant and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and its shareholders, and no further approval or authorization is required on the part of the Company or its shareholders other than any stockholder approval that may be required in connection with the Warrant Shares Cap as described herein. This Warrant is a valid and binding obligation of the Company, enforceable against the Company, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

(iii)Filings, Consents and Approvals. Neither the Company nor any of its subsidiaries is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind in connection with the issuance of the Warrant, other than (i) the filing of any requisite notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Warrant Shares and the listing of the Warrant Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby; (ii) such filings as are required to be made under applicable federal and state securities laws; (iii) those that have been made or obtained prior to the date of this Warrant (collectively, the “Required Approvals”), (iv) any stockholder approval that may be required in connection with the Warrant Shares Cap as described herein, and filings in connection with seeking such stockholder approval and the listing of shares on the Principal Trading Market, and (v) where the failure to make such filings or to obtain such consents or approvals, as the case may be, (A) would not prevent or impair the Company’s ability to consummate the transactions contemplated herein or (B) would not have or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.

(iv)No Conflicts. The execution, delivery and performance by the Company of this Warrant and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of this Warrant) does not (i) conflict with or violate any provisions of the Company’s or any subsidiary’s certificate or articles of incorporation, bylaws or otherwise result in a violation of the organizational documents of the Company, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would result in a default) under, result in the creation of any lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction (“Lien”) upon any of the properties or assets of the Company or any subsidiary or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any contract, instrument or other agreement to which the Company is a party or by which it is bound which is material to the business of the Company, including those that have been filed as an exhibit to the Company’s reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act pursuant to Item 601(b)(10) of Regulation S-K, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a subsidiary is subject (including federal and state securities laws and regulations and the rules and regulations, assuming the correctness of the representations and warranties made by the Holder herein, of any self-regulatory organization to which the Company or its securities are subject, including the Principal Trading Market), or by which any property or asset of the Company or a subsidiary is bound or affected, except in the case of clauses (ii) and (iii) such as would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect.

(v)Warrants and Warrant Shares. This Warrant is duly authorized, sold and delivered in the manner and for the consideration stated herein, is a valid and binding obligation of the Company, free and clear of all Liens, other than restrictions on transfer provided for in this Warrant or imposed by applicable securities laws, and is not, and will not be, subject to preemptive or similar rights. The Warrant Shares, when issued in accordance with the terms of this Warrant, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in this Warrant or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the Holder Representations, this Warrant is being issued in compliance with all applicable federal and state securities laws.

Section 6.Miscellaneous.

(a)No Rights as Stockholder Until Exercise. Except as expressly set forth herein, this Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(c).

(b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon delivery by the Holder to the Company of (i) notice of the loss, theft, destruction or mutilation of this Warrant and (ii) in the case of loss, theft or destruction, an indemnity agreement in a form and amount reasonably satisfactory to the Company or, in the case of mutilation, surrender of the mutilated Warrant, the Company will make and deliver a new Warrant of like tenor dated as of the Issue Date.

(c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect. The Company will take all such action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any national securities exchange upon which the Common Stock is listed or traded and that upon issuance, the Warrant Shares will be listed on any national securities exchange upon which the Common Stock is listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and full payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable, not subject to any preemptive or similar rights and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

(e)Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of a customary indemnity agreement reasonably satisfactory to the Company or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of the same tenor and date.

(f)Tax Information. Prior to the issuance of this Warrant, the Holder shall provide an Internal Revenue Service Form W-9 or W-8, as applicable, to the Company. At any time thereafter, the Holder shall provide updated documentation when any documentation previously delivered to the Company has expired or becomes obsolete or invalid or otherwise upon the reasonable request of the Company.

(g)Tax Treatment of Cashless Exercise. The parties agree and intend that: (A) (i) this Warrant is not freely transferable except as expressly permitted herein, (ii) this Warrant has no independent market value separate from the right to acquire Warrant Shares upon exercise, and (iii) this Warrant does not constitute property with a presently realizable cash value distinct from the value of the underlying Warrant Shares, and the parties intend these characteristics to reflect the nature of this Warrant as an executory right to acquire Warrant Shares rather than a presently valuable asset, and no income shall be recognized by the Holder solely by reason of the receipt or continued holding of this Warrant; (B) a Cashless Exercise pursuant to Section 2(f) constitutes an exercise of this Warrant and not a sale, exchange, surrender, or other taxable disposition of this Warrant for U.S. federal, state, and local income tax purposes; (C) a Cashless Exercise is economically equivalent to a Cash Exercise of this Warrant in which the Holder pays the Exercise Price in cash and the Company simultaneously repurchases from the Holder a number of Warrant Shares having a Fair Market Value equal to the aggregate Exercise Price so paid, and the share-withholding mechanic set forth in Section 2(f) is provided solely as an administrative convenience to achieve such equivalent economic result without requiring an actual cash payment and simultaneous repurchase; (D) no gain or loss shall be recognized by the Holder upon a Cashless Exercise; (E) the Holder’s adjusted tax basis in the Warrant Shares received upon a Cashless Exercise shall equal the sum of (1) the aggregate Exercise Price notionally applicable to all Warrant Shares deemed purchased (i.e., the total number of Warrant Shares for which the Warrant is being exercised, before reduction for withheld shares, multiplied by the Exercise Price per share), plus (2) the Holder’s adjusted tax basis in the portion of this Warrant so exercised, with such aggregate amount allocated ratably among the net number of Warrant Shares actually delivered to the Holder; and (F) each party shall file all U.S. federal, state, and local income tax returns and reports consistently with the characterizations set forth in Section 2(f) and shall promptly notify the other party

in writing if any taxing authority proposes a characterization of the Cashless Exercise that is inconsistent with the foregoing, and the parties shall cooperate in good faith in responding to any such challenge.

(h)Intended Tax Treatment. Each of the Company and the Holder agrees that the Warrant shall be treated as an option to purchase stock of the Company for U.S. federal, state and local income tax purposes (the “Intended Tax Treatment”). The Company and the Holder agree to treat the Warrant consistently with the Intended Tax Treatment for all U.S. federal, state and local income tax purposes.

(i)Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflict of laws thereof. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. Any dispute arising out of or relating to this Warrant shall be subject to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, and the parties hereby irrevocably waive any objection to such venue and any right to trial by jury in any such proceeding.

(j)Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.

(k)Notices. All notices referred to herein shall be in writing and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three (3) Business Days after the mailing thereof if sent by registered or certified mail with postage prepaid, or by private courier service addressed: (i) if to the Company, to its office at 2261 Market St., Suite 81006, San Franciso, CA 94114 (Attention: Head of Legal & Compliance), (ii) if to CoreWeave, Inc. at any such time CoreWeave, Inc. is the Holder, to its office at 290 W Mt. Pleasant Ave., Suite 4100, Livingston, NJ 07039 (Attention: General Counsel), (iii) if to any Holder other than CoreWeave, Inc., to such Holder at the address of such Holder as listed in the stock record books of the Company or (iv) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

(l)Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(m)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

(n)Amendment. Subject to the requirements of Section 2(d)(i), this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(o)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(p)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

(q)Remedies. The Holder’s sole and exclusive remedy in the event of a breach of the provisions of this Warrant shall be specific performance. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees that the Holder shall be entitled to specific performance as the sole and exclusive remedy for any such breach.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the Issue Date.

Backblaze, Inc.

By: /s/ Gleb Budman

Name: Gleb Budman

Title: CEO

[Signature Page to Warrant]

EXHIBIT A

NOTICE OF EXERCISE

Exhibit A - 1

EXHIBIT B

PERMITTED ASSIGNMENT FORM

Exhibit B - 1

EX-4.2

Filename: a42additionalwarrant.htm · Sequence: 3

Document

EXHIBIT 4.2

COMMON STOCK PURCHASE WARRANT

BACKBLAZE, INC.

Issue Date: June 16, 2026 (the “Issue Date”)

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, CoreWeave, Inc. or its permitted assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the Termination Date (as defined below), but not thereafter, to purchase from Backblaze, Inc., a Delaware corporation (the “Company”), up to 1,141,562 duly authorized, validly issued, fully paid and non-assessable shares (subject to the limitations contained herein, including Section 1(b), Section 2(d) and Section 2(e), and subject to adjustments hereunder, the “Warrant Shares”) of the Company’s Class A Common Stock, $0.0001 par value per share (the “Common Stock”). The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b).

As used in this Warrant:

“Board of Directors” means the board of directors of the Company.

“Competitor Change of Control” means [***].

“Phase 3 Contract” means that certain Order Form #3, dated as of the Issue Date, entered into by and between the Company and the Holder pursuant to the MSA.

“Termination Date” shall mean 5:00 p.m. New York, NY time on June 16, 2035.

“Trading Day” means a day on which:

(a)trading in the Common Stock generally occurs on the Principal Trading Market; and

If the Common Stock is not so listed or traded, “Trading Day” means a Business Day.

Section 1.Exercisability; Vesting. The Holder’s right to exercise this Warrant with respect to the Warrant Shares is subject to limitations on exercisability as follows:

(a)Exercisability.

(b)Vesting. This Warrant shall vest and become exercisable with respect to the Warrant Shares in tranches, as follows: upon the issuance by the Holder of each Purchase Order under the Phase 3 Contract (each such date, the “Threshold Date”), a portion of this Warrant equal to the percentage that the storage capacity subject to such Purchase Order bears to [***] of storage (such number of Warrant Shares, the “Covered Portion”) shall vest over a five (5) year period commencing on the applicable Threshold Date, if any, following the Issue Date, in twenty (20) equal quarterly installments, with an initial 5% of the Covered Portion vesting on the applicable Threshold Date, and an additional 5% of the Covered Portion vesting on each successive three-month anniversary of the applicable Threshold Date thereafter, such that each Covered Portion shall be fully vested on the fifth anniversary of the applicable Threshold Date; provided, that in the event the Phase 3 Contract is terminated, this Warrant shall remain outstanding and exercisable with respect to the portion vested as of such date of termination, and no further vesting shall occur. Notwithstanding the foregoing, if (A) prior to or on the three (3) year anniversary of the Issue Date, (i) the Company consummates a Competitor Change of Control, and (ii) the Phase 3 Contract has not been validly terminated by the Company for Cause prior to the occurrence of such Change of Control or (B) (1) a Change of Control (other than a Competitor Change of Control) (such transaction, a “Non-Competitor Change of Control”) is consummated and (2) the Phase 3 Contract has not been validly terminated by the Company for Cause prior to the occurrence of such Change of Control, any unvested portion of this Warrant shall become exercisable in full immediately prior to such event, together with any portion of this Warrant that previously became exercisable (subject, in the case of the foregoing clause (B) only, to forfeiture and repayment as provided in Section 1(c)). For purposes of this Section 1(b), “Cause” means termination of the Phase 3 Contract by the Company due to the Holder’s material breach or material failure to perform its obligations under the Phase 3 Contract that remains uncured following any applicable notice and cure period. For the avoidance of doubt, a termination of the Phase 3 Contract by the Company without Cause (including any termination in connection with or following a Change of Control) shall not affect the Holder’s right to acceleration under this Section 1(b). The Company shall give the Holder written notice of a Change of Control concurrently with the Company’s first public announcement of the definitive agreement providing for such transaction (or, if such transaction is structured to be consummated simultaneously with the execution of the definitive agreement or no such announcement is made, no later than ten (10) Business Days prior to the anticipated consummation thereof). Any notice provided to the Holder prior to public announcement shall be subject to the Holder’s prior written agreement to keep such information confidential and to refrain from trading in the Company’s securities in violation of applicable U.S. securities laws while in possession thereof.

(c)Forfeiture Upon Early Termination Following a Non-Competitor Change of Control.

in Section 1(b); (2) "Scheduled Vesting Date" means, with respect to any Warrant Shares, the date on which such Warrant Shares would have become vested under the installment schedule set forth in Section 1(b), assuming for this purpose that the Phase 3 Contract had remained in effect through such date and disregarding the acceleration under Section 1(b); (3) "Qualifying Termination" means any termination of the Phase 3 Contract that is effected by the Holder or by the Company due to the Holder's material breach that remains uncured following any applicable notice and cure period, in each case occurring after the consummation of a Non-Competitor Change of Control and prior to the fifth anniversary of the Issue Date; provided that a Qualifying Termination shall not include, and no forfeiture or repayment shall arise under this Section 1(c) in respect of, any termination of the Phase 3 Contract by the Holder (x) for a material breach of the Phase 3 Contract by the Company (or its successor or assign) that remains uncured following any applicable notice and cure period, or (y) by reason of the failure of the Company (or its successor or assign) to perform its obligations under the Phase 3 Contract; and (4) "Forfeited Shares" means, upon a Qualifying Termination, that number of Accelerated Shares the Scheduled Vesting Date of which falls after the effective date of such Qualifying Termination (and, for the avoidance of doubt, any Accelerated Shares the Scheduled Vesting Date of which falls on or before such effective date shall be retained by the Holder).

Section 2.Exercise.

Holder has not delivered such portion of the Exercise Price within two (2) Trading Days following the date of such exercise as aforesaid, the Company shall not be obligated to deliver the Warrant Shares corresponding to such portion of the Exercise Price hereunder until such payment is made. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, and to the extent a physical copy is issued to the Holder, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation promptly after the relevant event shall have occurred. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of vested Warrant Shares and the number of Warrant Shares purchased and the date of such purchases and the Holder may request that a new Warrant be issued to it representing the amount of Warrant Shares not purchased (with such amendments as are necessary to preserve the vesting schedule set forth in Section 1(b)) and the Company shall promptly comply with such request. The Company shall deliver any objection to any Notice of Exercise within two (2) Trading Days of receipt of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the vested Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(c)Mechanics of Exercise.

(iii)No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant. As to any fraction of

a share of Common Stock to which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay the Holder cash in an amount equal to such fraction multiplied by the Fair Market Value.

(v)Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms and conditions hereof.

(d)Holder’s Exercise Limitations.

remaining, unexercised portion of this Warrant beneficially owned by the Holder and its Attribution Parties and which would be in excess of the Maximum Percentage and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder or any of its Attribution Parties subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 2(d)(i). In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and its Attribution Parties being deemed to beneficially own, in the aggregate at such time, more than the Maximum Percentage (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and its Attribution Parties’ aggregate beneficial ownership exceeds the applicable Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the Exercise Price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company by any Holder, the Maximum Percentage may be increased or decreased with respect to such Holder to any other percentage as specified in such notice; provided, that (i) any such increase or decrease in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and its Attribution Parties requesting such increase or decrease and not to any other Holder of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by any Attribution Party for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise this Warrant, in whole or in part, pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability.

herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation or the application of the rules of the Principal Trading Market.

statement, if applicable) seeking Stockholder Approval; (ii) use commercially reasonable efforts to solicit proxies in favor of Stockholder Approval; (iii) cause its Board of Directors to recommend that its stockholders vote in favor of Stockholder Approval and (iv) hold the stockholder meeting at which such vote is taken no later than ninety (90) days following the date the Company receives the Holder’s request pursuant to this Section 2(g), subject only to any delay required by the SEC review process or applicable law. If the Company fails to obtain Stockholder Approval within the time period specified in Section 2(g)(iv), then, at the Holder’s election, the Company shall use commercially reasonable efforts at intervals of no greater than ninety (90) days, to seek Stockholder Approval until Stockholder Approval is obtained. The Company shall not take any action, or omit to take any action, that would reasonably be expected to adversely affect the likelihood of obtaining Stockholder Approval.

Section 3.Certain Adjustments.

multiplying the Exercise Price immediately before the applicable corporate action by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and thereafter the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective (x) in the case of a dividend or distribution, immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution or (y) in the case of a subdivision, combination or consolidation, immediately after the effective date of such subdivision, combination or consolidation. If the Company, at any time while this Warrant is outstanding (in whole or in part) distributes rights on shares of its Common Stock (or other class of Capital Stock of the Company then issuable upon exercise of this Warrant) in connection with a shareholder rights plan, no adjustment shall be made pursuant to this Section 3 and any such rights shall accompany the Warrant Shares issued pursuant to this Warrant if such shareholder rights plan remains in effect.

accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant.

(c)Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Company shall provide Holder with at least ten (10) Business Days’ notice of the record date thereof to ensure the Holder has sufficient time to exercise the Warrant (or any portion thereof) and receive such distribution. The Holder shall not be entitled to participate in such Distribution with respect to the unexercised portion of this Warrant as of the record date for the Distribution.

constitutes, or contains, material, non-public information regarding the Company or any of the subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to, and including, the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4.Transfer of Warrant and Warrant Shares.

(b)Transfer Restrictions. This Warrant may not be sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of (collectively, “transferred”), in whole or in part, by the Holder without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that subject to the provisions of Section 4(a), the Holder may transfer all or any portion of this Warrant and/or the Warrant Shares (including any registration rights attaching to such Warrant and/or Warrant Shares) at any time or from time to time to (i) any Affiliate of the Holder or (ii) any Person to whom the Holder has assigned all or any portion of its rights and obligations under the MSA, in each case of the foregoing clauses (i) and (ii), without the prior approval of the Company. In connection with any permitted transfer of all or any portion of this Warrant, the Holder must provide an assignment form substantially in the form attached hereto as Exhibit B duly completed and executed by the Holder or any such subsequent Holder, as applicable, and the proposed permitted transferee must consent in writing to be bound by the terms and conditions of this Warrant. Any permitted transfer of all or any portion of this Warrant shall also be subject to the Securities Act and other applicable federal or state securities or blue sky laws. Upon any permitted transfer of this Warrant in full, the Holder shall be required to physically surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full and funds sufficient to pay any transfer taxes payable upon the making of such permitted transfer. The Warrant, if properly assigned in accordance herewith, may be exercised by a permitted new holder for the purchase of Warrant Shares without having a new Warrant issued; provided, that if the Holder or their permitted assignee request, and upon receipt of this Warrant,

the Company shall issue each of the Holder and its permitted assignee new warrants each providing for the purchase of the number of shares of Common Stock set forth in such request, which amounts, when taken together shall equal the number of Warrant Shares issuable under this Warrant. This Warrant or any portion thereof shall not be sold, assigned, transferred, pledged or disposed of in violation of the Securities Act, federal or state securities laws or the Company’s certificate of incorporation. Any purported transfer of this Warrant that is not made in compliance with this Section 4(b) shall be null and void ab initio and of no force or effect, and the Company shall have no obligation to recognize any such purported transfer or to register any shares of Common Stock upon exercise of this Warrant by any purported transferee. The Company may, at its option, treat the Holder of record as the sole holder of this Warrant for all purposes notwithstanding any actual or purported transfer made in violation of this Section 4(b). If at any time following a permitted transfer a permitted transferee ceases to qualify as a permitted transferee (including by reason of a change in control of such permitted transferee), the Holder and such permitted transferee shall promptly cause this Warrant to be re-transferred to the original Holder or another then-qualifying permitted transferee.

Section 5.Representations and Warranties.

with the Warrant Shares Cap as described herein, and filings in connection with seeking such stockholder approval and the listing of shares on the Principal Trading Market, and (v) where the failure to make such filings or to obtain such consents or approvals, as the case may be, (A) would not prevent or impair the Company’s ability to consummate the transactions contemplated herein or (B) would not have or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.

Section 6.Miscellaneous.

(d)Authorized Shares. The Company covenants that, during the period this Warrant is exercisable (in whole or in part), it will reserve from its authorized and unissued Common Stock, free from any preemptive rights and free from all taxes, liens and charges, a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect. The Company will take all such action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any national securities exchange upon which the Common Stock is listed or traded and that upon issuance, the Warrant Shares will be listed on any national securities exchange upon which the Common Stock is listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and full payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable, not subject to any preemptive or similar rights and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

applicable to all Warrant Shares deemed purchased (i.e., the total number of Warrant Shares for which the Warrant is being exercised, before reduction for withheld shares, multiplied by the Exercise Price per share), plus (2) the Holder’s adjusted tax basis in the portion of this Warrant so exercised, with such aggregate amount allocated ratably among the net number of Warrant Shares actually delivered to the Holder; and (F) each party shall file all U.S. federal, state, and local income tax returns and reports consistently with the characterizations set forth in Section 2(f) and shall promptly notify the other party in writing if any taxing authority proposes a characterization of the Cashless Exercise that is inconsistent with the foregoing, and the parties shall cooperate in good faith in responding to any such challenge.

(n)Amendment. Subject to the requirements of Section 2(d)(i), this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(p)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the Issue Date.

Backblaze, Inc.

By: /s/ Gleb Budman

Name: Gleb Budman

Title: CEO

[Signature Page to Warrant]

EXHIBIT A

NOTICE OF EXERCISE

Exhibit A - 1

EXHIBIT B

PERMITTED ASSIGNMENT FORM

Exhibit B - 1

EX-4.3

Filename: a43registrationrightsagree.htm · Sequence: 4

Document

EXHIBIT 4.3

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 16, 2026, by and between Backblaze, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), on the one hand, and CoreWeave, Inc., a Delaware corporation (the “Investor” and together with each Affiliate (as defined below) of the Investor that becomes a holder of Registrable Securities (as defined below) following the date hereof, the “Investor Entities”), on the other hand.

WHEREAS, on June 16, 2026, the Company issued, pursuant to Section 4(a)(2) of the Securities Act (as defined below), (i) a warrant (the “Initial Warrant”) to purchase up to 3,053,314 shares of Common Stock to the Investor under the conditions set forth therein and (ii) a warrant (the “Additional Warrant”) to purchase up to 1,141,562 shares of Common Stock to the Investor under the conditions set forth therein (the Additional Warrant, together with the Initial Warrant, the “Warrants” and all shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”). Each issuance of the Warrants is referred to herein as a “Warrant Issuance” and the date of such Warrant Issuance as the “Warrant Issuance Date;” and

WHEREAS, in connection with the issuance of the Warrants to the Investor, the Company has agreed to provide the Investor Entities the registration rights provided for in this Agreement to cover the Registrable Securities (as defined below).

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor Entities hereby agree as follows:

1.Definitions. As used in this Agreement, the following terms have the respective meanings set forth in this Section 1 and other terms are defined throughout this Agreement:

“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person. The term “control” (including the correlative terms “controlling,” “controlled” and “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

“Additional Warrants” has the meaning given to it in the Recitals.

“Automatic Shelf Registration Statement” has the meaning given to it in Section 2(a).

“Business Day” means a day other than Saturday, Sunday or any other day which commercial banks in New York, New York are authorized or required by law to close.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the Class A Common Stock, par value $0.0001 per share, of the Company.

“Excluded Registration” means a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan.

“Effective Date” means, as to a Registration Statement, the date on which such Registration Statement is first declared effective by the Commission.

“Effectiveness Deadline” means on or prior to the forty-fifth (45th) calendar day after the Filing Date (or the tenth (10th) Business Day if the Commission does not review the Registration Statement).

“Effectiveness Period” means, as to any Registration Statement required to be filed pursuant to this Agreement, the period commencing on the Effective Date of such Registration Statement and ending on the earliest of: (a) the date that all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein or (b) the date that all of the Registrable Securities covered by such Registration Statement have been previously sold in accordance with Rule 144.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Filing Date” means, for each Warrant Issuance, (i) with respect to a Registration Statement on Form S-3, on or prior to the sixtieth (60th) calendar day following the Warrant Issuance Date, or (ii) with respect to a Registration Statement on a form other than Form S-3, on or prior to the seventy-fifth (75th) calendar day following the Warrant Issuance Date.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities and, if other than the Investor, a Person to whom the rights hereunder have been properly assigned pursuant to Section 8 hereof.

“Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.

“Initial Warrant” has the meaning given to it in the Recitals.

“Losses” has the meaning given to it in Section 6(a).

“New York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan, State of New York.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means: (i) any shares of Common Stock issued or issuable upon exercise of the Warrants (for the avoidance of doubt, without regard to any limitations on exercise thereof and assuming that the Warrants were fully vested as to all Warrant Shares); and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any price adjustment as a result of such stock splits, reverse stock splits or similar events with respect to any of the securities referenced in clause (i) above, in each case whether now owned or hereafter acquired by a Holder. Notwithstanding the foregoing, a security shall cease to be a Registrable Security for purposes of this Agreement (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement (in which case, only any security disposed of by such Holder shall cease to be a Registrable Security) or (b) such Registrable Securities have been previously sold in accordance with Rule 144 (in which case, only any security disposed of by such Holder shall cease to be a Registrable Security), or can be sold in accordance with Rule 144 without restriction and without a requirement that the Company maintain current public information as required by Rule 144.

“Registration Statement” means any registration statement of the Company filed or confidentially submitted with the Commission under the Securities Act that covers the resale of Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement.

“Required Holders” means the Holders of a majority of the outstanding Warrants on an as-exercised basis.

“Resale Shelf Registration Statement” has the meaning given to it in Section 2(a).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended.

“Trading Market” means any of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, or any other national securities exchange, or OTCQB or OTCQX (or any successors to any of the foregoing).

“Warrants” has the meaning given to it in the Recitals.

“Warrant Issuance” has the meaning given to it in the Recitals.

“Warrant Issuance Date” has the meaning given to it in the Recitals.

“Warrant Shares” has the meaning given to it in the Recitals.

2.Registration.

(a)On or prior to the applicable Filing Date, the Company shall prepare and file or confidentially submit with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (a “Resale Shelf Registration Statement”). If the Company is eligible to ﬁle a Resale Shelf Registration Statement on Form S-3 pursuant to Rule 462(e) under the Securities Act (an “Automatic Shelf Registration Statement”), the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement. If the Company is not eligible to use an Automatic Shelf Registration Statement, the Resale Shelf Registration Statement shall be on Form S-3, or if Form S-3 is not available to the Company, the Company shall (i) register the resale of Registrable Securities on a Form S-1 or another appropriate form and (ii) promptly following the date upon which the

Company becomes eligible to use a Form S-3, if during the Effectiveness Period, register the Registrable Securities for resale (the “Qualification Date”), but in no event more than fifteen (15) Business Days after the Qualification Date, the Company shall file a Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a Form S-1); provided that the Company shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement then in effect until such time as the Resale Shelf Registration Statement on Form S-3 (or a post-effective amendment on Form S-3 to a Form S-1) has been declared effective by the Commission. The Resale Shelf Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Resale Shelf Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire) a “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall cause the Resale Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline (it being agreed that if the Company is a well-known seasoned issuer (“WKSI”) as of the Filing Date, the Resale Shelf Registration Statement shall be an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the Commission pursuant to Rule 462(e) of the Securities Act), and shall use its commercially reasonable efforts to keep such Resale Shelf Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of the Resale Shelf Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Resale Shelf Registration Statement (whether or not such filing is technically required under such Rule).

(b)If at any time following the filing of the Resale Shelf Registration Statement when the Company is required to re-evaluate its Form S-3 eligibility or WKSI status, the Company determines that it is not eligible to register the Registrable Securities on Form S-3 or is not a WKSI, the Company shall use its commercially reasonable efforts to (i) as promptly as possible but in no event more than fifteen (15) Business Days after such determination: (A) if the Resale Shelf Registration Statement is an Automatic Shelf Registration Statement, post-effectively amend the Automatic Shelf Registration Statement to a Resale Shelf Registration Statement that is not automatically effective or file a new Resale Shelf Registration Statement on Form S-3, or (B) if the Company is not eligible at such time to file a Resale Shelf Registration Statement on Form S-3, post-effectively amend the Resale Shelf Registration Statement to a Resale Shelf Registration Statement on Form S-1 or file a new Resale Shelf Registration Statement on Form S-1; (ii) have such post-effective amendment or Resale Shelf Registration Statement declared effective by the Commission in accordance with the Effectiveness Deadline; and (iii) keep such Resale Shelf Registration Statement effective during the Effectiveness Period.

(c)If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders, including pursuant to any Other RRA (as defined below)) any of its securities under the Securities Act (other than in an Excluded Registration) or consummate an underwritten offering pursuant to a previously filed registration statement, the Company shall, at such time, promptly give each Holder notice of such registration or underwritten offering. Upon the request of the Holder after such notice is given by the Company, the Company shall, subject to Sections 2(d) and 2(e), cause to be registered for resale all of the Registrable

Securities that each such Holder has requested to be included in such registration and/or use its commercially reasonable efforts to include all of the Registrable Securities that each such Holder has requested to be included in such underwritten offering (subject to Sections 2(d) and 2(e)).

(d)If, pursuant to Sections 2(a) and 2(b), the Holders intend to distribute the Registrable Securities covered by a registration statement by means of an underwriting, they shall so advise the Company; provided, that, the Company shall not be obligated to consummate more than one (1) fully marketed underwritten offering per year pursuant to this Section 2(d) during the term of this Agreement. A “fully marketed” underwritten offering means an underwritten offering of Registrable Securities that involves a customary “roadshow” or other substantial marketing efforts by the Company and the underwriters (as opposed to Block Trades (as defined below), which shall not count toward the limit set forth in this Section 2(d)). The underwriter(s) will be selected by a majority in interest of such Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder or any other Requesting Holder (as defined below) to include such Holder’s Registrable Securities and such Requesting Holder’s securities in such registration shall be conditioned upon such Holder’s and such Requesting Holder’s, if applicable, participation in such underwriting and the inclusion of such Holder’s Registrable Securities and such Requesting Holder’s securities, if applicable, in the underwriting to the extent provided herein. All Holders, and Requesting Holders, if applicable, proposing to distribute their securities through such underwriting shall, together with the Company as provided in Section 2(e), enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting; provided, however, that no Holder (or any of their permitted assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2, if the managing underwriter(s) advise(s) the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of securities that may be included in the underwriting shall be allocated among (i) first, any Holders of Registrable Securities pro rata in accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”) or in such other proportions as shall mutually be agreed to by all such Holders and (ii) second, if applicable, any such other holders of the Company’s securities that the Company is obligated to register pursuant to written contractual arrangements with such persons (any such agreement, an “Other RRA” and any such requesting holders thereunder, the “Requesting Holders”), Pro Rata or in such other proportions as shall mutually be agreed to by all such Requesting Holders; provided, however, that (x) the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting, and (y) if applicable, the shares held by the Requesting Holders to be underwritten in such offering may be allocated as between the Requesting Holders themselves in accordance with such Other RRA to which such Requesting Holders may be parties. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder, or Requesting Holder, if applicable, to the nearest one hundred (100) shares.

(e)In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2(c), the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless

the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their reasonable discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters in their reasonable discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the securities, including Registrable Securities, requested to be registered can be included in such offering, then the securities that are included in such offering shall be allocated among (i) if such offering is initiated by the Company for its own account (other than pursuant to an Excluded Registration), (x) first, the Company and (y) second, the Holders and any Requesting Holders that are entitled to piggy-back registration of such securities by the Company in such offering pursuant to an Other RRA, Pro Rata or in such other proportions as shall mutually be agreed to by all such Holders and Requesting Holders; and (ii) if such offering is initiated by the Company at the request of any Requesting Holder pursuant to such Requesting Holder’s demand rights under an Other RRA, (x) first, any such Requesting Holders that have exercised the demand registration of such securities by the Company in such offering pursuant to an Other RRA, Pro Rata or in such other proportions as shall mutually be agreed to by the Company and all such Requesting Holders and (y) second, the Holders and any Requesting Holders that are entitled to piggy-back registration of such securities by the Company in such offering pursuant to an Other RRA, Pro Rata or in such other proportions as shall mutually be agreed to by all such Holders and Requesting Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. For purposes of the provision in this Section 2(e) concerning apportionment, for any selling Holder (under this Agreement, or the equivalent under the Other RRAs) that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder (under this Agreement, or the equivalent under the Other RRAs), or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder” (under this Agreement, or the equivalent under the Other RRAs) and any Pro Rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities (under this Agreement or the equivalent under the Other RRAs) owned by all Persons included in such “selling Holder,” as defined in this sentence.

(f)The Company will give notice of its intention to file any Registration Statement to the Holders at least five (5) Business Days prior to the intended filing date of such Registration Statement. Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”) at least two (2) Business Days prior to the anticipated filing date of such Registration Statement. If a Holder does not provide all such information the Company may reasonably request (a “Non-Complying Holder”), that Holder will not be named as a selling securityholder in the Prospectus and will not be permitted to sell its securities under such Registration Statement. From and after the effective date of such Registration Statement, the Company shall use its commercially reasonable efforts, as promptly as is practicable after a Non-Complying Holder delivers the information required pursuant to the previous two sentences, (i) if required by applicable law, to file with the Commission a post-effective amendment to such Registration Statement; and, if

the Company shall file a post-effective amendment to such Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; or (ii) to prepare and, if permitted or required by applicable law, to file a supplement to the related Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that the Non-Complying Holder is named as a selling securityholder in such Registration Statement and the related Prospectus, and so that such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law.

3.Registration Procedures. In connection with the Company’s registration obligations hereunder:

(a)The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which the “Selling Stockholders” section thereof materially differs from the disclosure received from a Holder in its Selling Holder Questionnaire (as amended or supplemented). The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which it (i) characterizes any Holder as an underwriter, unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire, (ii) excludes a particular Holder due to such Holder refusing to be named as an underwriter, unless so required pursuant to written comments received from the Commission or (iii) reduces the number of Registrable Securities being registered on behalf of a Holder without such Holder’s express written authorization. The Company shall also ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading.

(b)Subject to an Allowed Grace Period (as defined below), the Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith, and timely pay all required filing fees, in each case as may be reasonably necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) to the extent required under applicable securities laws, prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be reasonably necessary to name new or additional selling securityholders to whom the rights hereunder have been properly assigned pursuant to Section 8 hereof, (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424, (iv) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statement(s) and the disposition of all Registrable Securities covered by each Registration Statement.

(c)The Company shall notify the Holders as promptly as reasonably possible (and in any event within two (2) Business Days) (i) (A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is

proposed to be filed; and (B) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (iv) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d)The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Holders as promptly as reasonably possible (and in any event within two (2) Business Days) of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(e)The Company shall promptly deliver to the Holders, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as the Holders may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(f)Prior to any public offering of Registrable Securities, the Company shall register or qualify such Registrable Securities for offer and sale under the securities or blue sky laws of all jurisdictions within the United States as any Holder may reasonably request in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided, however, in connection with any such registration or qualification, the Company shall not be required to (i) qualify to do business in any jurisdiction where the Company would not otherwise be required to qualify or (ii) file a general consent to service of process in any jurisdiction.

(g)In the event of any underwritten public offering, the Company shall enter into and perform its obligations under such customary agreements, in usual and customary form, with the underwriter(s) of such offering (including underwriting agreements in customary form, containing customary representations and warranties and provisions with respect to indemnification and contribution) and take all such other actions, if any, as the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities and provide reasonable cooperation, including causing appropriate officers to attend and participate in “road shows” and analyst or

investor presentations and such other customary selling or other informational meetings, if any, organized by the underwriters to the extent reasonably requested by the lead or managing underwriters, with all out-of-pocket costs and expenses incurred by the Company or such officers in connection with such attendance and participation to be paid by the Company.

(h)For a reasonable period prior to the filing of any Registration Statement, upon reasonable notice and during normal business hours, the Company shall promptly make available for inspection and copying by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such Holder or underwriter or selected by the selling Holders, those financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in connection with such Registration Statement and related due diligence; provided that the recipient agrees to keep such information confidential (to the extent the Company indicates such information is confidential).

(i)In the event of any underwritten public offering, the Company shall permit any Holder of Registrable Securities registering shares in such offering, such Holder’s respective counsel, any underwriter participating in any disposition pursuant to a Registration Statement, and any other attorney, accountant or other agent retained by any such Holder of Registrable Securities or underwriter, with a reasonable opportunity to review and comment on such Registration Statement.

(j)The Company shall use its commercially reasonable efforts to cooperate with each Holder of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and underwriters’ counsel in connection with filings required to be made with FINRA, if any, including using its commercially reasonable efforts to obtain FINRA’s pre-clearance and pre-approval of the applicable registration statement and prospectus upon filing with the Commission.

(k)The Company shall obtain and furnish to each Holder of Registrable Securities in an underwritten offering copies of (i) a customary cold comfort and bring down letter from the Company’s independent public accountants, (ii) a customary legal opinion of counsel to the Company addressed to the relevant underwriters and covering such matters of the type customarily covered by such letters as the managing underwriters reasonably request, (iii) a customary negative assurances letter of counsel to the Company and covering such matters of the type customarily covered by such letters as the managing underwriters reasonably request, and (iv) customary certificates executed by authorized officers of the Company as may reasonably be requested by any Holder or any underwriter of such Registrable Securities.

(l)Except to the extent the Registrable Securities are eligible to be transferred in book-entry form through the facilities of the Depository Trust Company or the book-entry system of the Company’s transfer agent (the “Transfer Agent”), the Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement(s). Such book-entry securities or certificates, as applicable, shall be free, to the extent permitted by applicable federal securities laws, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(m)As promptly as reasonably possible upon the occurrence of any event contemplated by Section 3(c)(iv), the Company shall prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(n)For so long as the Registrable Securities that have been registered under a Registration Statement remain Registrable Securities, the Company shall notify the Holders thereof in writing of the happening of any event, as promptly as reasonably practicable after becoming aware of such event (and in any event within two (2) Business Days), as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and shall, subject to an Allowed Grace Period, promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission. The Company shall also notify the Holders of Registrable Securities that have been registered under a Registration Statement in writing as promptly as reasonably possible (and in any event within two (2) Business Days) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment relating to such Registrable Securities has become effective.

(o)Other than the information regarding a Holder provided by such Holder to the Company for inclusion in a Registration Statement, the Company shall hold in confidence and not make any disclosure of information concerning a Holder provided to the Company unless: (i) disclosure of such information is necessary to comply with federal or state securities laws; (ii) the disclosure of such information is necessary to avoid or correct a material misstatement or omission in any Registration Statement; (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction; or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, to the extent legally permitted to do so or not requested by a governmental body to refrain from doing so, give prompt written notice to such Holder and allow such Holder to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(p)The Company shall use its commercially reasonable efforts to cause all of the Registrable Securities covered by a Registration Statement to be listed on each Trading Market on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such Trading Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(p).

(q)The Company shall cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates or book-entry securities (not bearing any restrictive legend to the extent permitted by the federal securities laws) representing the

Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates or book-entry securities to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered in such names as the Holders may request.

(r)If requested by a Holder and to the extent legally required for the Holder to offer and sell Registrable Securities, the Company shall as soon as practicable, subject to an Allowed Grace Period: (i) incorporate in a prospectus supplement or post-effective amendment such information as a Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by a Holder holding any Registrable Securities.

(s)Notwithstanding anything to the contrary contained herein, upon the advice of Company counsel, for a period (an “Allowed Grace Period”) of not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, the Company may defer the filing, initial effectiveness or suspend the continued use of any Registration Statement or Prospectus included in any Registration Statement contemplated by this Agreement in the event that the Company determines in good faith that such deferral or suspension is necessary to (i) delay the disclosure of material nonpublic information concerning the Company that the Company has a bona fide purpose for preserving as confidential and the disclosure of which would materially and adversely affect the Company or (ii) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading; provided, that the Company shall promptly (A) notify the Holder in writing of the commencement (and the termination) of an Allowed Grace Period, but shall not (without the prior written consent of the Holder) disclose to the Holder any material nonpublic information giving rise to an Allowed Grace Period, (B) advise the Holder in writing to cease all sales under such Registration Statement until the end of the Allowed Grace Period, (C) use its commercially reasonable efforts to terminate an Allowed Grace Period as promptly as practicable and (D) not register any securities for its own account or that of any other stockholder during such Allowed Grace Period other than an Excluded Registration.

(t) Subject to receipt from a Holder by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, including, if required by the Transfer Agent, an opinion of the Company’s counsel, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of any restrictive legends in such circumstances as may be effected under the Securities Act, the Company shall remove any legend from the book entry position evidencing the shares of Common Stock issued upon exercise of the Warrants within a reasonable time, and in no event later than two (2) Business Days, following the earliest of such time as the shares of Common Stock issued upon exercise of the Warrants (i) are subject to an effective Registration Statement, (ii) have been or are about to be sold or transferred pursuant to Rule 144 or (iii) may be sold without restriction under Rule 144, including, without limitation, any volume,

information and manner of sale restrictions. If restrictive legends are no longer required for the shares of Common Stock issued upon exercise of the Warrants pursuant to the foregoing, the Company shall, in accordance with the provisions of this Section 3 and reasonably promptly, and in no event later than two (2) Business Days, following any request therefor from a Holder accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions, any authorizations, certificates, opinions or other directions required by the Transfer Agent which authorize and direct the Transfer Agent to transfer Registrable Securities without legend upon request by such Holder holding such Registrable Securities. The Company shall be solely responsible for the fees of the Transfer Agent associated with such issuance.

4.Block Trades; Limitations on Dispositions.

(a)Block Trades. Notwithstanding any other provision of this Agreement, at any time and from time to time, if a Holder wishes to engage in a non-marketed offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with respect to the Registrable Securities, then the Company agrees to reasonably assist such Holder (i) at the request of Holder, by meeting with potential investors and (ii) taking such other actions as may be reasonably requested by such Holder. Notwithstanding the foregoing, the Company shall not be obligated to assist with more than two (2) Block Trades in any twelve (12) month period, or with any Block Trade reasonably expected to result in aggregate gross proceeds to the participating Holders of less than $10 million.

(b)Volume Limitation. Notwithstanding any other provision of this Agreement, on any Trading Day the Holders shall not, in the aggregate, sell or otherwise dispose of Registrable Securities on the Trading Market in an amount exceeding five percent (5.0%) of the average daily trading volume of the Common Stock on the Trading Market for the twenty (20) consecutive Trading Days immediately preceding such Trading Day (as reported by Bloomberg L.P. or, if not so reported, by the Trading Market); provided that the foregoing limitation shall not apply to (i) any Block Trade conducted in accordance with this Section 4 or (ii) any privately negotiated transaction or other transfer that is not executed on or through the Trading Market (including any transfer to a permitted transferee pursuant to Section 8). For purposes of this Section 4, (x) "Trading Day" means any day on which the Common Stock is generally traded on the Trading Market and there is no Market Disruption Event, (y) “Market Disruption Event” means (i) a failure by the Trading Market to open for trading during its regular trading session or (ii) the occurrence or existence, prior to 1:00 p.m. New York time, on any Trading Day for the Common Stock, of an aggregate one half-hour period of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock and (z) all Registrable Securities held by the Investor Entities and permitted transferees shall be aggregated.

(c)Block Trade Pricing. The Holders shall not sell or otherwise dispose of Registrable Securities in one or more Block Trades without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned) unless each such Block Trade is priced at a discount of no more than ten percent (10.0%) to the closing price of the Common Stock on the Trading Market on the Trading Day immediately preceding the date on which such Block Trade is priced.

5.Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation: (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed or traded for trading and (B) in compliance with applicable state securities or blue sky laws, reasonably agreed to by the Company in writing); (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by a Holder); (iii) messenger, telephone and delivery expenses; (iv) fees and disbursements of counsel for the Company; (v) Securities Act liability insurance, if the Company so desires such insurance; (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement and (vii) fees and expenses incurred in connection with any “road show” for underwritten offerings, including travel expenses. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any Trading Market as required hereunder. In no event shall the Company be responsible for any broker or similar commissions incurred by any Holder or any legal fees or other cost of the Holders.

6.Indemnification.

(a)Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder; legal counsel and accountants for each such Holder; the officers, directors, agents, investment advisors, partners, members and employees of each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any violation by the Company of the Securities Act relating to any required action or inaction by the Company in connection with, or arising out of or relating to any untrue or alleged untrue statement of a material fact contained in, any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that (i) such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, (ii) to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was furnished in writing to the Company by or on behalf of such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose), (iii) such Holder's disposition of Registrable Securities occurs during an Allowed Grace Period after the Company has notified such Holder in

writing of the commencement of such period pursuant to Section 3(s), (iv) such Holder's use of any Prospectus occurs after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise required to be amended or supplemented pursuant to applicable law and prior to such Holder's receipt of the corrected Prospectus (provided, that in the case of the foregoing clause (iv), the Company delivers the corrected Prospectus to the Holder as promptly as practicable), or (v) such Holder failed to deliver a current Prospectus where such delivery was required under the Securities Act and the Company had timely furnished such current Prospectus to such Holder. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 8.

(b)Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees; each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and furnished in writing by or on behalf of such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the

Indemnifying Party, in its discretion, has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that, the Indemnifying Party shall pay for no more than two separate sets of counsel for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement (i) imposes no liability or obligation on the Indemnified Party, (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and (iii) does not include any admission of fault, capability, wrongdoing or malfeasance by or on behalf of the Indemnified Party.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 6(c)) shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder); provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

(d)Contribution. If a claim for indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The

amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 6(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 6(d) was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 6(d), (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity and contribution agreements contained in this Section 6 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

(e)Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided, however, that the foregoing provisions shall control as to any matter provided for or addressed therein that are not provided for or addressed in the underwriting agreement.

7.Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 or any other similar rule or regulation of the Commission that may at any time permit the Holders to sell Registrable Securities of the Company to the public without registration, the Company agrees, for so long as Registrable Securities are outstanding and held by the Holders, to:

(a)make and keep public information available, as those terms are understood, defined and required in Rule 144, at all times during the Effectiveness Period;

(b)file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company is and remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

(c)furnish to each Holder so long as such Holder owns Registrable Securities, promptly upon reasonable request in writing by such Holder, such information

as may be reasonably and customarily requested to permit the Holders to sell such securities pursuant to Rule 144 without registration.

8.Assignment of Registration Rights. Subject to the limits on transfer and assignment set forth in the Investor’s Warrants, the rights under this Agreement shall be automatically assignable by the Investor Entities to any permitted transferee of all or a portion of such Investor’s Warrants or Registrable Securities with respect to a minimum of one hundred thousand (100,000) shares of the Common Stock if: (a) the Investor agrees in writing with the permitted transferee or assignee to assign such rights and such permitted transferee agrees to be bound by the terms of this Agreement, and a copy of such agreement is furnished to the Company within five (5) Business Days after such permitted assignment; (b) the Company is, within five (5) Business Days after such permitted transfer or assignment, furnished with written notice of (i) the name and address of such permitted transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned; (c) immediately following such permitted transfer or assignment the further disposition of such securities by the permitted transferee or assignee is, if applicable, restricted under the Securities Act or applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the permitted transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein.

9.No Inconsistent Agreements. The Company shall not, on or after the date hereof, enter into any agreement with respect to its Common Stock or securities convertible into or exercisable for Common Stock which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement.

10.Miscellaneous.

(a)Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(c)Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), 3(n) or 3(s), such Holder will forthwith discontinue disposition of such Registrable Securities under any Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

(d)Amendments and Waivers. Except as set forth otherwise herein, the provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of the Company and the Required Holders; provided, however, that for purposes of this Section 10(d), Registrable Securities that are owned, directly or indirectly, by the Company or any of its subsidiaries shall not be deemed to be outstanding. Notwithstanding the foregoing, a waiver or consent to or departure from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders may be given by such Holder; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the first and second sentences of this paragraph.

(e)Notices. All notices and other communications, provided for or permitted hereunder, shall be made in writing and delivered by electronic mail (with receipt confirmed), overnight courier, registered or certified mail, return receipt requested, or by telegram:

(i)if to the Investor, to CoreWeave, Inc. at 290 W Mt. Pleasant Ave., Suite 4100, Livingston, NJ 07039 (Attention: General Counsel);

(ii)if to a Holder, at the most current address given by the Transfer Agent; or

(iii)if to the Company, shall be sufficient in all respects if delivered to the Company at the offices of the Company at 2261 Market St., Suite 81006, San Francisco, CA 94114 (Attention: Head of Legal & Compliance).

(f)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including, without limitation and without the need for an express assignment or assumption, subsequent Holders.

(g)Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or email transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile or email signature were the original thereof.

(h)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to any principle or rule that would require the application of the law of any other state. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) will be commenced in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient

forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

(i)Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(j)Entire Agreement. This Agreement, the Warrants and the instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the Warrants and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

(k)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)Registrable Securities Held by the Company or its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company, its subsidiaries or members of management of the Company and the board of directors of the Company shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(m)Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(n)Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under this Agreement. Nothing contained herein or in the Warrants, and no action taken by any Holder pursuant thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or the Warrants, or with respect to any Holder’s beneficial ownership

of its Registrable Securities. Each Holder acknowledges that no other Holder will be acting as agent of such Holder in enforcing its rights under this Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Holders has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Holders and not because it was required or requested to do so by any Holder.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

COMPANY:

BACKBLAZE, INC.

By: /s/ Gleb Budman

Name: Gleb Budman

Title: CEO

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR:

COREWEAVE, INC.

By: /s/ Brian Venturo

Name: Brian Venturo

Title: CSO

Annex A

Plan of Distribution

Annex B

Selling Securityholder Notice and Questionnaire

EX-10.1

Filename: a101coreweavemsa.htm · Sequence: 5

Document

EXHIBIT 10.1

Backblaze Master Strategic Agreement

This Backblaze Master Strategic Agreement (the “Agreement”), effective as of June 16, 2026 (the “Effective Date”), is between Backblaze, Inc. (“Backblaze” or “we”) and Customer (“Customer” or “you”) as named in the signature block of this Agreement. The Agreement governs access to and use of the Backblaze Business Backup service and the Backblaze B2 Cloud Storage service (“Services” or “Backblaze Services”). Backblaze and Customer are referred to individually as a “Party” and collectively as the “Parties,” as applicable.

1.Backblaze Services.

1.1.Our provision of Backblaze Services. In accordance with this Agreement, Backblaze grants Customer a non-exclusive, non-transferable (subject to Section 13.6) license to (i) use the Services, (ii) integrate the Services into any application that has material value independent of the Services and provide the Services, solely as integrated into that application, to Customer’s End Users, and (iii) use any software or tool provided by Backblaze as part of the Services. “End User” means an individual who is authorized by Customer to use Services. End Users may include, for example, Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.

1.2.Software. Customer may use Backblaze software to access the Services. If any component of the software is offered under an open source license, Backblaze will make the license available to you and the provisions of that license may expressly override some of the terms of this Agreement.

1.3.Information Security and Data Processing. Backblaze will use, at a minimum, industry-standard technical and administrative security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data. Backblaze shall protect all Customer Data and Confidential Information against unauthorized access, use, disclosure, destruction, loss or alteration using the same degree of care that Backblaze uses to protect its own highly sensitive and/or proprietary information, but in no event less than a reasonable degree of care that includes at a minimum those technical, physical and administrative security and other safeguards and controls required by any applicable laws. Upon becoming aware of any unauthorized access to or disclosure, use, loss, damage or destruction of any Customer Data or Confidential Information, Backblaze shall notify Customer in writing without undue delay (and in any event within [***]) and use commercially reasonable efforts in accordance with industry standards, as reasonably requested by Customer, to minimize the adverse effects to Customer of such event and any damage resulting from such event. “Stored Data” means files and other data submitted to the Services by Customer or End Users. “Account Data” means account and contact information submitted to the Services by Customer or End Users. “Customer Data” means Stored Data and Account Data. This Agreement incorporates, and the parties agree to comply with, Exhibit A (Data Processing Addendum) and Exhibit B (Business Associate Agreement) attached hereto.

1.4.Modifications to the Services. Backblaze reserves the right to update the Services from time to time. Backblaze will provide commercially reasonable advance notice to you if we believe we are making a material change to the Services. Upon any update to the Services that materially and adversely changes the functionality set forth in any Order Form or the associated documentation, you may terminate that Order Form, without liability, by notice to Backblaze, within 30 days of the date of the update, setting forth in reasonable detail the nature of the material and adverse change, provided Backblaze does not cure that material and adverse change within such 30-day period. On termination of an Order Form pursuant to

this Section 1.4, Backblaze will refund to Customer on a prorated basis for any amounts prepaid, if applicable.

1.5.Customer Support and B2 Cloud Storage Service Level Agreement. This Agreement incorporates Exhibit C (SLA) and Exhibit D (Acceptable Use Policy) attached hereto.

1.6.Representations and Warranties. Backblaze warrants and represents to Customer that: (a) the Services shall conform in all material respects to the documentation provided by Backblaze and the terms of this Agreement and the applicable Order Form; (b) Backblaze’s personnel have the required skill, experience and qualifications to perform the Services, the Services will be performed in a workmanlike manner in accordance with industry standards for similar services and Backblaze will devote sufficient resources to ensure the Services are performed in a timely and reliable manner; (c) Backblaze shall use commercially reasonable efforts to ensure that the Services do not, and will not, contain or introduce onto Customer’s system any Trojan horse, worm, time bombs, virus or other malicious code or programming devices designed to access, modify, delete, damage, deactivate or disable any computer, system or software, or otherwise deprive Customer or its authorized users of its right to use or receive the Services, provided this warranty does not extend to code, files, or data uploaded or introduced by Customer. Each Party shall comply with all law applicable to such Party's performance of its obligations under this Agreement and any Order Form. Each Party acknowledges that the other Party is a publicly traded company. Each Party is further aware that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and agrees to comply, and to cause its representatives to comply, with such prohibitions.

1.7.Insurance. Backblaze will maintain insurance coverages in the following amounts: (a) Comprehensive General Liability of [***] per occurrence, [***] general aggregate; (b) Auto Liability of [***] per occurrence/aggregate; (c) Workers Compensation Coverage – as required by Applicable Law; (d) Employer’s Liability of [***] per occurrence/aggregate; (e) Excess Liability of [***] per occurrence/aggregate over the coverages in (a), (b) and (d); and (f) Cyber and error and omissions coverage of [***] per occurrence/aggregate. Customer shall be listed as additional insured under such policies, such policies shall provide a waiver of subrogation in favor of Customer, and, upon Customer’s written request, Backblaze will furnish a Certificate of Insurance (or equivalent) with these insurance coverages to Customer.

2.Customer Duties.

2.1.Compliance. Customer is responsible for use of the Services by Customer’s Administrators and End Users. You and your End Users must use the Services in compliance with this Agreement, and applicable regulations and laws.

2.2.Customer Administration of the Services. Customer may designate administrators to access the Services on Customer’s behalf via credentials such as username and password or Account ID/Application Key (“Administrators”). Administrators may have the ability to access, disclose, restrict or remove Customer Data in or from the Services. Administrators may also have the ability to monitor, restrict, or terminate End Users’ access to the Services. Backblaze is not responsible for Customer’s internal management or administration of the Services. Customer must (i) ensure Administrators maintain the confidentiality of passwords and other credentials, (ii) manage access to Administrator accounts, and (iii) ensure that Administrators’ use of the Services complies with this Agreement. Customer must obtain from End Users any consents necessary to allow Administrators to perform the activities described in this Agreement and to enable Backblaze to provide the Services.

2.3.Unauthorized Use and Access. Customer shall use commercially reasonable efforts consistent with industry standards to prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services following discovery thereof. Customer will not allow any person under 13 to use the Services. Customer will promptly notify Backblaze following the discovery of any unauthorized use of or access to the Services.

2.4.Restrictions. Customer will not (i) use the Services in activities wherein use or failure of the Services could cause physical damage, death, or personal injury; or (ii) reverse engineer the Services, nor assist anyone else to do so, unless otherwise permitted by law.

2.5.Third-Party Requests. Customer is responsible for responding directly to Third-Party Requests for information about your End Users’ use of the Services. “Third-Party Request” means a request from law enforcement or another third party for records relating to an End User’s use of the Services. Third-Party Requests may include, but are not limited to, search warrants, subpoenas, court orders, emergency disclosure requests, or written consent from an End User permitting disclosure of records about the End User’s use of the Services.

Backblaze will, unless we are prohibited from doing so by law or court order (e.g., an order under 18 U.S.C. § 2705(b)), (a) promptly notify Customer of Backblaze’s receipt of a Third-Party Request (and in any event within three (3) days of receipt of such request); (b) comply with Customer’s commercially reasonable requests regarding Customer efforts to oppose a Third-Party Request; and (c) provide Customer with information or tools required for Customer to respond to the Third-Party Request (if you are otherwise unable to obtain the information). If Customer fails to promptly respond to a Third-Party Request, Backblaze may, but will not be obligated, to do so.

3.Third-Party Services. If Customer uses any third-party service in conjunction with the Services, (i) Backblaze will not be responsible for any act or omission of the third party, including the third party’s access to or use of Customer Data, and (ii) Backblaze does not warrant or support any service provided by the third party.

4.Suspension. Notwithstanding any term in this Agreement, Backblaze may suspend the Services in an Emergency. Backblaze will (a) make commercially reasonable efforts to tailor the suspension as needed to prevent or stop the Emergency, and (b) will notify Customer in writing prior to any such suspension if reasonably practical or otherwise immediately following such suspension. “Emergency” means (x) receipt of judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Backblaze to suspend Customer’s access and/or use of the Services, (y) use of the Services by Customer or its End Users in violation of this Agreement that (i) does or could reasonably be expected to cause a material risk to the security or integrity of the Services or (ii) does or could reasonably be expected to cause a material adverse disruption to the Services, other customers’ use of the Services, or the infrastructure used to provide the Services, and (z) unauthorized third-party access to the Services. Customer’s payment obligations under this Agreement and the applicable Order Form shall be immediately suspended upon the commencement of any suspension of the Services by Backblaze and shall not recommence until access and use of the Services is fully restored to Customer.

5.Intellectual Property.

5.1.Reservation of Rights. Except as expressly provided, this Agreement does not grant (i) Backblaze any intellectual property rights in Customer’s content or data, or (ii) Customer any intellectual property rights in the Services or Backblaze trademarks and brand features. Backblaze acknowledges that, as between Backblaze and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data and Customer’s Confidential Information.

5.2.Limited Permission. Subject to the terms and conditions herein, so long as this Agreement is in effect, Customer grants Backblaze a revocable, limited, non-exclusive, non-transferable (subject to Section 13.6), non-sublicensable (other than as permitted by the following sentence) license to Customer Data to the extent reasonably required for Backblaze to provide the Services to Customer and its End Users. This permission also extends to trusted third parties Backblaze works with to offer the Services (e.g., payment providers, customer service specialists); provided, however, that Backblaze will be responsible for any breach of this Agreement by such third parties.

5.3.Suggestions and Feedback. Backblaze may, at its discretion and for any purpose, use, modify, and incorporate into its products and services any feedback, comments, or suggestions from Customer or Customer’s End Users, other than Customer Data or Confidential Information, without any obligation to Customer or Customer’s End Users. Any such feedback is provided AS IS. Nothing in this Section 5.3 will be deemed to modify or qualify Backblaze’s obligations pursuant to Section 8.

5.4.Publicity. In no event shall Backblaze, directly or indirectly, identify Customer as a customer nor use Customer’s logo or name without Customer’s prior written consent (which may be withheld, delayed or conditioned in Customer’s sole discretion) except for such disclosures as are required by applicable law (including, without limitation, pursuant to the Exchange Act, Securities Act and any other applicable securities laws and rules of any stock exchange upon which Backblaze’s securities are listed), in which case the parties will cooperate with each other in all substantive filings or disclosures under the Securities Act and any other applicable securities laws and rules of any stock exchange upon which Backblaze’s securities are listed.

6.Fees and Payment.

6.1.Fees. Customer will be billed Backblaze’s current pricing on the date each bill is issued. Customer agrees to pay all applicable fees and authorizes Backblaze to charge those fees using Customer’s selected payment method of ACH, bank transfer, or check. Fees are non-refundable except as provided herein and required by law. Customer is responsible for providing complete and accurate billing and contact information to Backblaze. Backblaze reserves the right to suspend or terminate the Services if undisputed fees under any Order Form are past due for more than [***]following notice of nonpayment.

6.2.Payment. Except as expressly set forth in any Order Form, (a) all prices in USD, (b) Backblaze will invoice Customer on a monthly basis in arrears, and (c) Customer will pay all undisputed fees within [***]from date of invoice.

6.3.Delinquent Payments. Delinquent payments for undisputed amounts that remain unpaid for more than [***]following notice of nonpayment may bear interest at a rate of [***] per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorney’s fees) incurred by Backblaze in collecting such delinquent amounts except where those amounts are due to Backblaze’s billing inaccuracies. If undisputed fees under any Order Form are past due for more than [***]following notice of nonpayment, Backblaze may terminate this Agreement and all Order Forms pursuant to Section 9.2.

6.4.Taxes. Customer is responsible for paying all taxes (other than those attributable to Backblaze’s income), which shall be itemized on the applicable invoice. Backblaze will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide Backblaze with an official tax receipt or other appropriate documentation.

6.5.[***]

7.[***].

7.1.Capacity Planning. Customer and Backblaze will hold monthly meetings to discuss Customer’s future data storage needs and work together in good faith to expand the Parties relationship to satisfy Customer’s future data storage requirements. For clarification, nothing in this Section 7.1 will require either Party to agree to any Order Form, any amendment to this Agreement, or any other agreement except such Order Forms, amendments and other agreements as are mutually agreed by the Parties, each in its sole and absolute discretion.

7.2.[***]

8.Confidentiality.

8.1.“Confidential Information” means all confidential, non-public information that one Party discloses to the other Party under this Agreement, and that is (a) marked confidential or is verbally designated and subsequently confirmed in writing to be confidential, or (b) which information would, under the circumstances, appear to a reasonable person to be confidential. It does not include information that is independently developed by the recipient without use or reference to disclosing party’s Confidential Information, is rightfully provided to the recipient by a third party without confidentiality restrictions or becomes public through no fault of the recipient. Confidential Information may include, but is not limited to business records, computer software and applications, inventions, formulae, concepts, designs, processes, specifications, schematics, equipment, drawings, diagrams, methodologies, business processes and methods, technical data, databases, pricing and sales data, client or prospective client lists, and information including financial and business data, client records and property, information relating to the development or maintenance of client relationships and goodwill, names of vendors and suppliers, business or marketing plans, forecasts, financial information, work in progress, and other technical or business information, whether prepared by Backblaze or others connected to the Customer. For the avoidance of doubt, any Confidential Information of either Party that the other Party accesses or develops in connection with the Services, including, but not limited to, with respect to Backblaze, any Customer Data, shall be subject to the terms and conditions of this Section 8.

8.2.Obligations. The recipient of Confidential Information will treat all Confidential Information as confidential and will not disclose it nor permit it to be disclosed, in whole or in part, to any third party, except to employees, agents or professional advisors who need to know it in connection with the performance of obligations under this Agreement and have agreed to keep it confidential and are bound by obligations of confidentiality at least as restrictive as those herein. The recipient will ensure Confidential Information is used only to exercise rights and carry out obligations under this Agreement, and that reasonable care is used to keep it confidential; provided that Stored Data shall only be used by Backblaze to carry out its obligations under this Agreement and for no other purpose. The recipient will be responsible for any breach of this Agreement by any employees, agents or professional advisors to whom it disclosed Confidential Information.

8.3.Required Disclosure. Notwithstanding the above, the recipient may disclose Confidential Information to the extent required by Third-Party Requests provided that the recipient uses commercially reasonable efforts to (i) promptly notify (to the extent legally permissible) the other Party of such disclosure before disclosing, and (ii) comply with the other Party’s reasonable requests regarding its efforts to oppose the disclosure. Subsections (i) and (ii) will not apply if the recipient determines that complying with (i) and (ii) could (a) result in a violation of legal process, (b) obstruct a governmental investigation, or (c) lead to death or serious physical harm to an individual. As between the Parties, Customer is responsible for responding to all Third-Party Requests concerning its use and its End Users’ use of the Services.

8.4.Use of Confidential Information and Customer Data. No Customer Data or Confidential Information or any portion thereof may be aggregated by Backblaze with any other data or be used to create any

anonymized or de-identified data or otherwise, without Customer’s prior written consent, provided, however, that Backblaze may create and use deidentified or aggregated data derived from metadata from Customer’s use of the Services solely to provide, maintain, and improve the Services, so long as such data cannot reasonably be used to identify Customer or any End User and does not contain any Customer Data or Customer Confidential Information.

9.Term & Termination of Agreement.

9.1.Term. This Agreement will remain in effect until Customer’s subscription to the Services expires or terminates, or until the Agreement is terminated. Either Party may terminate this Agreement at any time by notice to the other Party if no Order Form has been in effect for at least [***]. Order Forms may not be terminated by either Party except as expressly set forth in this Agreement or in the applicable Order Form. Except as otherwise expressly agreed by the Parties in any Order Form, the initial term of any Order Form shall be five years.

9.2.Termination for Breach. Either Party may terminate this MSA and any Order Form upon written notice if the other Party commits a material breach and fails to cure within [***]of notice. In the event of Customer’s termination for Backblaze’s material breach, Backblaze shall refund Customer on a prorated basis for any amounts prepaid, if applicable.

9.3.Effects of Termination. If this Agreement terminates, the rights granted by Backblaze to Customer and those granted by Customer to Backblaze, will cease immediately (except as set forth in this section). Upon expiration or termination of any Order Form, Backblaze shall make the Services provided in that Order Form available to Customer for up to the greater of (a) [***]or (b) the amount of time required for Customer to retrieve the Customer Data subject to that Order Form at a rate of [***] (the “Retrieval Period”), in each case solely to permit Customer to retrieve that Customer Data. During any Retrieval Period, Customer shall continue to pay for the storage capacity used by Customer on a pro rata basis at the then-applicable [***]set forth in the applicable Order Form, invoiced monthly in arrears. For the avoidance of doubt, no free or unpaid storage is provided during any Retrieval Period and Customer shall only be obligated to pay for the portion of storage used. After the Retrieval Period with respect to any Order Form, Backblaze shall delete any Stored Data relating to that Order Form. The following sections will survive expiration or termination of this Agreement: Section 2.5 (Third-Party Requests), Section 5 (Intellectual Property), Section 6 (Fees and Payment), Section 8 (Confidentiality), Section 9 (Term & Termination of Agreement), Section 10 (Indemnification), Section 11 (Disclaimers), Section 12 (Limitation of Liability), and Section 13 (Miscellaneous), Exhibit A (with respect to any Personal Data Counterparty, its affiliates, or Sub-processors continue to store, have access to, transmit, Process, or otherwise use) and Exhibit B (with respect to any Protected Health Information Counterparty or its Subcontractors continue to transmit, process, store or access or otherwise Use or Disclose).

10.Indemnification.

10.1.By Customer. Customer shall defend, indemnify, and hold harmless Backblaze from and against any liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party alleging that Customer Data infringes or misappropriates any patent, copyright, trademark, trade secret or other intellectual property right of such third party, or violates applicable law, excluding any claim covered by Backblaze's indemnity obligations under this Section 10. In addition, Customer shall defend, indemnify, and hold harmless Backblaze from and against any liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party related to or arising under (i) Customer’s or any End-User’s noncompliance with applicable laws, (ii) breaches of confidentiality or security obligations under this Agreement, including the DPA and BAA, or (iii) Customer’s use of the Services in violation of this Agreement.

10.2.By Backblaze. Backblaze shall defend, indemnify, and hold harmless Customer from and against any liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party alleging that the Services infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property right of such third party or otherwise violates applicable law, except to the extent such claim arises from: (a) Customer's modification of the Services other than a modification approved by or at the direction of Backblaze, (b) Customer's combination of the Services with products, services, or technology not provided by Backblaze if the Services or use thereof would not infringe without such combination, or (c) Customer's use of the Services in violation of this Agreement or any Order Form. In addition, Backblaze shall defend, indemnify, and hold harmless Customer from and against any liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party regarding (i) Backblaze’s noncompliance with applicable laws, (ii) breaches of confidentiality or security obligations under this Agreement, including the DPA and BAA, or (iii) Customer’s use of the Services in compliance with this Agreement, except to the extent such claim arises from any End User’s improper use of the Services.

10.3.Possible Infringement. If Backblaze believes the Services infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then Backblaze may at its sole cost and expense (i) obtain the right for Customer to continue using the Services, (ii) provide a non-infringing functionally equivalent replacement, or (iii) modify the Services so that they no longer infringe. If Backblaze does not believe the options described in this section are commercially reasonable, Backblaze may suspend or terminate Customer’s use of the affected Services and Backblaze shall provide Customer with a pro-rata refund of prepaid fees for the terminated Services.

10.4.General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that (i) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE BACKBLAZE AND CUSTOMER’S ONLY REMEDY FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

11.Disclaimers. EXCEPT AS SET FORTH HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CUSTOMER NOR BACKBLAZE AND ITS AFFILIATES, SUPPLIERS, OR DISTRIBUTORS MAKE ANY OTHER WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT.

12.Limitation of Liability. Any limitations of liability set forth in the Agreement will not apply to either Party’s indemnity obligations or to a breach of confidentiality or fraud, gross negligence, or willful misconduct (“Excluded Claims”). Excluding the Excluded Claims, and except as set forth below, each Party’s total aggregate liability arising out of or related to this Agreement shall not exceed the greater of (a) [***]and (b) the total fees paid or payable by Customer pursuant to this Agreement during the [***] preceding the claim (the “General Cap”). Notwithstanding the General Cap, Backblaze’s aggregate liability for claims arising out of a breach of Backblaze’s obligations in Section 1.3 (Information Security and Data Processing) of this Agreement, including the categories of damages set forth in clauses (A) through (E) below, shall not exceed the greater of (y) [***] and (z) the fees paid or payable by Customer in the [***] preceding the claim. Except for damages arising out of the Excluded Claims, neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits or revenue. Solely in the context of a breach of Backblaze’s obligations in Section 1.3 (Information Security and Data Processing), the following shall be considered “direct” damages subject to the cap set forth above: (A) actual costs of any individual and regulatory notifications made by Customer that are required by applicable law; (B) actual costs of any credit monitoring offered to individuals notified under clause (A) above that are required by applicable law; (C) actual amount of damages or losses suffered by the affected or impacted individuals as determined by a settlement

or final adjudication on the merits; (D) regulatory fines, penalties or similar charges issued against Customer to the extent caused by Backblaze’s breach of its obligations in Section 1.3 herein. For purposes of this Section 12, “total fees paid or payable by Customer” under any Order Form shall be calculated using the original rates set forth in such Order Form, notwithstanding any provision that increases such rates in accordance with an index of inflation.

13.Miscellaneous.

13.1.Entire Agreement. This Agreement constitutes the entire agreement between Customer and Backblaze with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement.

13.2.Governing Law; Venue; Disputes. This Agreement is governed by the laws of the State of New York, except for their conflict of laws principles. Exclusive venue for the resolution of any dispute between the parties, each for itself, its property and its controlled affiliates, relating to or arising from this Agreement will be in the state and federal courts for New York County, New York and the parties hereby submit themselves to the personal jurisdiction of those courts. Customer may only resolve disputes with Backblaze on an individual basis and will not bring a claim in a class, consolidated, or representative action.

13.3.Severability. Any provision of the Agreement deemed to be unenforceable will be modified to reflect the Parties’ intention and only to the extent necessary to make it enforceable. The remaining provisions of the Agreement will remain in full effect.

13.4.Notice. Notices must be sent via first class mail, airmail, or overnight courier, and are deemed given when received. Copies of legal notices to Customer shall be sent to [***] and notice of any data incidents shall be sent to [***] and [***].

13.5.Waiver. The failure of a Party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

13.6.Assignment. Neither Party may assign this Agreement without providing notice to the other. Backblaze may not assign this agreement without Customer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Backblaze may assign this Agreement without Customer’s prior written consent (i) to an affiliate or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. In the event of (I) any assignment by Backblaze pursuant to clause (ii) above, or (II) a Change of Control, in each case with a counterparty (or counterparties) who is a Competitor, Customer shall have the right, upon written notice to Backblaze within [***]following receipt of written notice of the assignment, to terminate this Agreement (including any Order Forms hereunder). Upon termination by Customer pursuant to this Section 13.6, Customer shall have no further payment obligations to Backblaze or its assignee except with respect to applicable fees or charges for Services rendered prior to the effective date of termination and for any Retrieval Period, which amounts shall remain due and payable in accordance with the terms of this Agreement. Any other attempt to transfer or assign is void. For purposes of this Section 13.6, (I) “Change of Control” means either (a) the acquisition of Backblaze by another entity by means of any transaction or series of related transactions (including any reorganization, merger or consolidation or stock transfer), unless Backblaze’s equity holders of record immediately before the transaction or series of related transactions hold, immediately after the transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity; or (b) a sale of all or substantially all of the assets of Backblaze, and (II) “Competitor” means [***].

13.7.No Agency. Backblaze and Customer are not legal partners or agents.

13.8.Force Majeure. Except for payment obligations, neither Backblaze nor Customer will be liable for any default or delay in the performance of any obligations under this Agreement if such default or delay is caused by a condition beyond the Party’s reasonable control (e.g., fire, natural disaster, act of war or terrorism, riot, labor condition, governmental action, or internet disturbance) (in each instance a “Force Majeure Event”). If a Force Majeure Event prevents the delivery of Services for more than [***], Customer may terminate any affected Order Forms without liability and Backblaze will refund to Customer on a prorated basis for any amounts prepaid, if applicable.

13.9.No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, End Users are not third-party beneficiaries to Customer’s rights under this Agreement.

13.10.Export Restrictions. The export and re-export of Customer Data via the Services may be controlled by United States export regulations or other applicable restrictions or embargo. The Services may not be used in any country that is subject to an embargo by the United States. Customer must not use the Services in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. Customer must ensure that the Services are not provided to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

13.11.U.S. Federal Agency Users. The Services were developed solely at private expense and are commercial software and related documentation within the meaning of Federal Acquisition Regulations and their agency supplements.

13.12.Non-Solicitation of Employees. During the Term and for a period of [***]following its expiration or termination, neither Party shall, directly or indirectly, solicit for employment or hire any employee of the other Party who was involved in the performance of this Agreement, without the prior written consent of the other Party. This restriction does not apply to general solicitations of employment not specifically directed at such employees (e.g., public job postings).

[Signatures to follow]

By signing below, each Party represents and warrants that: (i) it has read and understands the Agreement, (ii) has full power and authority to accept the Agreement on behalf of their organization, and (iii) agrees to be bound by the terms of the Agreement.

Backblaze, Inc.

Customer:

CoreWeave, Inc.

Address for Notices:

2261 Market Street STE 81006

San Francisco, CA 94114

Address for Notices:

290 W Mt Pleasant Ave, Suite 4100

Livingston, NJ 07039

Email Address for Notices:

[***]

Email Address for Notices:

[***]

Signature:

/s/ Gleb Budman

Signature:

/s/ Brian Venturo

Print Name:

Gleb Budman

Print Name:

Brian Venturo

Title:

CEO

Title:

CSO

Date:

June 17, 2026

Date:

June 17, 2026

Backblaze Master Strategic Agreement

Exhibit A

Data Processing Addendum

Exhibit B

Business Associate Agreement

Exhibit C

Service Level Agreement

Exhibit D

Acceptable Use Policy

EX-10.2

Filename: a102addendum1tocoreweavemsa.htm · Sequence: 6

Document

EXHIBIT 10.2

Addendum No. 1

Backblaze Master Strategic Agreement

This addendum number one (the “Addendum”), effective as of June 16, 2026 (the “Addendum Effective Date”), is between Backblaze, Inc. (“Backblaze”) and Customer (“Customer”) as named in the signature block of this Addendum with respect to the Backblaze Master Strategic Agreement of even date with this Addendum (the “Agreement”) and Order Form 3 under the Agreement attached to this Addendum as Exhibit A (the “Phase 3 Order Form”).

1.Services.

1.1.The Services under this Addendum and the Phase 3 Order Form (“Managed Storage”) will be conducted by Backblaze in accordance with the Agreement and shall be considered “Services” thereunder except that Customer will provide all datacenter facilities, network connectivity, and capital infrastructure required to support the platform, [***] (“Customer Infrastructure and Responsibilities”). With respect to network responsibilities, the Parties agree to the following boundary of responsibility: [***] Without limiting Backblaze’s obligations under the Agreement and this Addendum, Customer is solely responsible for the Customer Infrastructure or Responsibilities and except as expressly set forth herein, Backblaze shall have no obligations under this Agreement for such Customer Infrastructure or Responsibilities, provided that Backblaze shall be responsible under this Agreement for the Services provided using the Customer Infrastructure or Responsibilities. For clarity, the Parties acknowledge and agree that (a) the “Services,” for purposes of this Addendum and Order Form 3, shall include the reception and installation of all equipment in the facility and the implementation of all reasonable Customer assets management procedures communicated to Backblaze in writing, and (b) any references in the Agreement to documentation shall refer to Backblaze’s B2 documentation except for such additional documentation as Backblaze may provide to Customer pursuant to this Addendum and Order Form 3. Without limiting the generality of the foregoing, with respect to breaches of confidentiality or security obligations under the Agreement, including the DPA and BAA, Customer shall be liable for security incidents arising through the Customer Infrastructure and Responsibilities (except to the extent attributable to Backblaze’s breach of its obligations under the Agreement, BAA, DPA or this Addendum) and Backblaze shall be liable for security incidents arising through the Services (except to the extent attributable to Customer’s breach of its obligations under the Agreement, BAA, DPA or this Addendum).

1.2.The Parties understand and agree that Backblaze shall have sole control of the Services which will be performed by Backblaze personnel under Backblaze’s sole control, provided that Backblaze shall ensure that its personnel comply with all security and other rules and procedures (including without limitation health and safety policies) implemented by Customer with respect to persons physically present at any facility included in the Customer Infrastructure and Responsibilities, provided such rules and procedures are provided to Backblaze in writing and in advance, provided that, if the compliance would impose material cost or burden on Backblaze, that is not otherwise contemplated in the Agreement, then Backblaze reserves the right to charge reasonable fees to offset that cost or burden (provided, however, that any such fees will be mutually agreed).

1.3.Customer will use commercially reasonable efforts to provide the Customer Infrastructure and Responsibilities in accordance with this Addendum and any Phase 3 Order Form for Backblaze’s use in providing the Services. Customer warrants and represents to Backblaze that (a) the Customer

Infrastructure and Responsibilities shall conform in all material respects to the bills of materials and other specifications provided by Backblaze to Customer pursuant to this Addendum and the Phase 3 Order Form and the terms of this Agreement and the Phase 3 Order Form; (b) Customer’s personnel have the required skill, experience and qualifications to provide the Customer Infrastructure and Responsibilities, and any required services thereunder will be performed in a workmanlike manner in accordance with industry standards for similar services and Customer will devote sufficient resources to ensure the Customer Infrastructure and Responsibilities are provided in a timely and reliable manner.

1.4.Section 1.6 of the Agreement is supplemented with respect to this Addendum by replacing clause (c) with the following: “(c) Backblaze shall use commercially reasonable efforts to ensure that the Services do not, and will not, contain or introduce onto Customer’s system or Customer Infrastructure and Responsibilities any Trojan horse, worm, time bombs, virus or other malicious code or programming devices designed to access, modify, delete, damage, deactivate or disable any computer, system or software, or otherwise deprive Customer or its authorized users of its right to use or receive the Services, provided this warranty does not extend to code, files, or data uploaded or introduced by Customer.”

1.5.The requirements of Section 2.1 of the Agreement will apply to the Customer Infrastructure and Responsibilities, in addition to the Services.

1.6.Section 2.3 of the Agreement is supplemented solely with respect to the Phase 3 Order Form by adding the following: “Customer shall use commercially reasonable efforts consistent with industry standards to prevent unauthorized physical access to the Customer facilities used by Backblaze to provide the Services and shall terminate any unauthorized use of or access to such facilities following discovery thereof.”

1.7.Section 2.4 of the Master Services Agreement is supplemented solely with respect to this Addendum by adding the following: “As applicable, Backblaze will not: (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Customer Infrastructure and Responsibilities; (ii) modify, translate, or otherwise create derivative works of any part of the Customer Infrastructure and Responsibilities; (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that Backblaze receives hereunder, if any, with respect Customer Infrastructure and Responsibilities; or (iv) input, upload, transmit, or otherwise provide to or through the Customer Infrastructure and Responsibilities, any information or materials that are unlawful or injurious, or contain, transmit, or activate any malicious code, provided that Backblaze shall have no obligations or liability under this clause (iv) with respect to the inputting, uploading, transmission or other provision of information or materials to the extent carried out by Backblaze at Customer’s direction. As of the effective date, the Parties do not anticipate that the Customer Infrastructure and Responsibilities will include any Customer proprietary software.

1.8.Section 4 of the Master Services Agreement is supplemented with respect to this Addendum by adding the following: “Customer reserves the right to temporarily suspend or otherwise deny access to or use of the Customer Infrastructure and Responsibilities, without incurring obligation or liability, to the minimum extent and for the shortest duration required for: (i) emergency maintenance; (ii) maintaining the security or integrity of Customer’s network, hardware, or associated systems; or (iii) judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Customer to do so. Customer will (a) use reasonable efforts to notify Backblaze prior to such suspension where legally permitted (and if not, will notify Backblaze promptly thereafter) and (b) restore access to and use rights with respect to the Customer Infrastructure and Responsibilities promptly after Customer has resolved the issue give rising to such suspension or other denial of access.”

1.9.Section 5.1 of the Agreement is supplemented with respect to this Addendum by replacing clause (i) with the following: “(i) Backblaze any intellectual property rights in Customer’s content or data or any right, title or interest in or to the Customer Infrastructure and Responsibilities.”

1.10.Section 9.3 of the Agreement is supplemented solely with respect to the Phase 3 Order Form by adding the following: “During the Retrieval Period, Customer will continue to provide the Customer Infrastructure and Responsibilities in accordance with Addendum Number One to the Agreement.”

1.11.Section 10.1 of the Agreement is supplemented solely with respect to the Phase 3 Order Form by adding “or Customer Infrastructure and Responsibilities” after the words “alleging that Customer Data.”

1.12.Section 10.2 of the Agreement is supplemented solely with respect to the Phase 3 Order Form by replacing clause (c) with the following:: “(c) Customer's use of the Services or provision of the Customer Infrastructure and Responsibilities in violation of this Agreement or any Order Form, or (d) the Customer Infrastructure and Responsibilities if the Services or use thereof would not infringe without the Customer Infrastructure and Responsibilities.”

1.13.Section 13.8 of the Agreement is supplemented by adding the following: “Customer acknowledges and agrees that Backblaze shall be excused from any delay or failure to provide the Services or otherwise to perform of any obligations under this Agreement to the extent caused by Customer’s failure to provide the Customer Infrastructure and Responsibilities in accordance with this Addendum and the Phase 3 Order Form or any suspension or other denial of access to or use of the Customer Infrastructure and Responsibilities pursuant to Section 4.

2.Continuity of Services and Escrow.

2.1.Section 9 of the Master Services Agreement is supplemented by adding the following: If the Phase 3 Order Form expires or is terminated by Customer pursuant to Sections 9.2 or 13.6 of the Master Services Agreement, Backblaze will, as reasonably requested by Customer, cooperate with Customer and use commercially reasonable efforts to provide for a smooth transition before and following the expiration or termination date, including cooperating with Customer or any third party replacement with respect to the Services, [***]. Customer will reimburse any actual out-of-pocket expenses incurred by Backblaze pursuant to the preceding sentence and will pay Backblaze for the time of its personnel pursuant to the preceding sentence at a reasonable rate agreed by the Parties, consistent with the rates Customer is then paying for outside technical consulting services.

2.2.The Parties will enter into a [***]escrow agreement (“Escrow Agreement”) within [***]of the Addendum Effective Date whereby Backblaze will put the Escrowed Materials into escrow with [***], or such other mutually agreed upon escrow agent (“Escrow Agent”), on the terms and conditions, and in the form, provided by the Escrow Agent, consistent with this Section 2.2 and as further mutually negotiated by the Parties. Backblaze will update the escrowed materials once per calendar quarter. Customer will have the right to request, at Customer’s sole cost and expense and subject to the Escrow Agent’s execution of a confidentiality agreement reasonably acceptable to Backblaze, that the Escrow Agent verify and test the Escrowed Materials at least annually to confirm they are complete, current and sufficient and to report the results of such verification and test to Customer. For purposes of this Agreement, “Escrowed Materials” means [***]. For the avoidance of doubt, Deposit Materials do not include (i) Backblaze's general-purpose platform software, internal tools, or other software or documentation not specifically required to operate the Managed Storage service under the applicable Order Form(s), (ii) third-party software (provided that the Deposit Materials shall identify all third-party software dependencies and the applicable license terms), or (iii) any Backblaze software or services provided under any other Order Form to the extent not related to Managed Services.

2.3.The occurrence of any of the following will constitute a “Release Event” for purposes of this Addendum and the Escrow Agreement should they occur at any time following the Addendum Effective Date and so long as Customer has utilized [***] of Managed Storage and Customer is not then in material breach of

Customer’s payment obligations and obligations with respect to confidentiality and data security under Agreement, which breach has not been cured within the applicable cure period under the Agreement:

(a) If Backblaze: (i) has terminated its on-going business operations or transfers all or substantially all of the assets or obligations associated with or set forth in the Agreement to a third party except in connection with a continuation of the Backblaze’s business; (ii) has terminated or voluntarily discontinued its provision of the Managed Storage; or (iii) has ceased to perform the support services for the Managed Storage; provided, however, that where such Release Event is caused solely by a Force Majeure Event, the Release Event shall not occur until the Force Majeure Event has continued for [***] so long as Backblaze is using commercially reasonable efforts to cure.

(b) The Escrow Agreement terminates for any reason (and is not promptly replaced) other than upon mutual agreement of Customer and Backblaze.

(c) One or more of the following events occurs with respect to Backblaze (each, an "Insolvency Event"): (i) Backblaze files a voluntary petition under any bankruptcy, insolvency, or similar law and a court of competent jurisdiction enters an order for relief in such proceeding; (ii) an involuntary petition is filed against Backblaze under any bankruptcy, insolvency, or similar law and is not dismissed within [***]; (iii) a court of competent jurisdiction appoints a receiver, trustee, or similar official for Backblaze or a substantial portion of its assets; or (iv) Backblaze makes a general assignment for the benefit of creditors; and such Insolvency Event is not cured, dismissed, or vacated within [***]after its occurrence.

For the avoidance of doubt, none of the following shall constitute a Release Event or otherwise entitle Customer to release of the Escrowed Materials: a decline in Backblaze's credit rating, a reduction in Backblaze's revenue or profitability, a change in Backblaze's stock price, or any temporary cash flow constraint that does not result in an event described in clauses (a)( through (c) above.

2.4.Escrow License

(a) Upon any Release Event, Customer shall have a non-exclusive, non-transferable, non-sublicensable (except as provided in Section 2.4(b)), royalty-free license to use the Escrowed Materials and any compiled version of the Escrowed Materials then actually deployed in any Managed Storage, including modification and the creation of derivative works, solely (i) to continue operating the Managed Storage on Customer Infrastructure and Responsibilities under the Phase 3 Order Form or any Order Form entered into for Managed Storage and (ii) to facilitate an orderly transition of such Managed Storage to Customer's own systems or a replacement provider [***] (the "Escrow License"), provided that any modifications or derivative works created pursuant to the Escrow License shall belong exclusively to Customer, provided that Customer shall have no rights to use such modification or derivative works, to the extent such use requires use of any Escrowed Materials owned by Backblaze, after expiration or termination of the Escrow License.

(b) [***]

(c) Customer may permit contractors and consultants to access the Escrowed Materials solely to assist Customer with the activities described in Section 2.4(a), provided that each such contractor or consultant is bound by written confidentiality obligations no less protective than those set forth in the Agreement.

(d) Customer shall not: (i) use the Escrowed Materials for any purpose other than as expressly permitted under Section 2.4(a); (ii) use the Escrowed Materials to develop, offer, or operate a product or service that competes with Backblaze's storage products or services [***] or (iii) sell, sublicense,

distribute, or otherwise make the Escrowed Materials available to any third party, except as expressly permitted under Section 2.4(c).

(e) Upon a Release Event, Backblaze shall provide reasonable training for Customer personnel to familiarize such personnel with the operation of the Managed Storage, including training on the analysis, development, delivery, installation, configuration, integration, testing, deployment, maintenance, support, repair, storage, copying, reproduction, modification, enhancement, improvement, or disaster recovery of the Managed Storage operations. Customer will reimburse any actual out-of-pocket expenses incurred by Backblaze pursuant to the preceding sentence and will pay Backblaze for the time of its personnel for such training at a reasonable rate agreed by the Parties, consistent with the rates Customer is then paying for outside technical consulting services.

2.5.Within thirty (30) days following the expiration or termination of the Escrow License, Customer shall return to Backblaze or destroy all copies of the Escrowed Materials (including any copies held by contractors or consultants) and, upon request, deliver to Backblaze a written certification signed by an authorized officer of Customer confirming that all copies have been returned or destroyed.

3.Master Strategic Agreement.

3.1.Except as amended by this Addendum, all terms and conditions of the Agreement will remain in full force and effect with respect to the Phase 3 Order Form and nothing in this Addendum will affect the terms of the Agreement with respect to any other Order Form.

3.2.All capitalized terms not otherwise defined in this Addendum have the meanings assigned to them in the Agreement.

3.3.The Agreement, as amended by this Addendum, together with the Phase 3 Order Form and other Order Forms constitutes the entire agreement between Customer and Backblaze with respect to its subject matter and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to its subject matter.

[Signatures to follow]

By signing below, each Party represents and warrants that: (i) it has read and understands the Addendum, (ii) has full power and authority to accept the Addendum on behalf of their organization, and (iii) agrees to be bound by the terms of the Addendum.

Backblaze, Inc.

CoreWeave, Inc.

Signature:

/s/ Gleb Budman

Signature:

/s/ Brian Venturo

Print Name:

Gleb Budman

Print Name:

Brian Venturo

Title:

CEO

Title:

CSO

Date:

June 17, 2026

Date:

June 17, 2026

Exhibit A

Phase 3 Order Form

EX-99.1

Filename: ex991backblazecoreweavepre.htm · Sequence: 7

Document

EXHIBIT 99.1

Backblaze Announces Five-Year Multi-Exabyte Data Storage Agreement with CoreWeave

$335M Strategic Agreement Aligns to Strong AI Demand and

Establishes Backblaze as a Key Storage Provider

SAN FRANCISCO, Calif. — June 23, 2026 — Backblaze, Inc. (Nasdaq: BLZE), the cloud storage platform for the AI era, today announced an agreement with CoreWeave, Inc. (Nasdaq: CRWV), The Essential Cloud for AI™.

Under the multi-exabyte, $335 million agreement, Backblaze will provide cost-efficient storage capacity that supports portions of CoreWeave’s managed storage infrastructure, helping optimize placement of data across performance tiers while preserving high-performance storage resources for the demands of AI workloads. The Backblaze technology supports HDD-based storage tiers in CoreWeave AI Object Storage. Customers already utilizing CoreWeave AI Object Storage with its patented LOTA distributed cache will immediately have access to new service tiers without any code modifications.

Every stage of the AI lifecycle depends on the ability to store and move massive volumes of data efficiently. Training, inference, checkpointing, data preparation, model outputs, and retrieval-augmented generation (RAG) all require storage that performs at the speed and scale modern AI demands.

"Storage is the foundation every AI workflow is built on — without it, even the world's most powerful compute sits idle,” said Gleb Budman, co-founder and CEO, Backblaze. “We're pleased to work with CoreWeave on elements of their storage environment. This collaboration demonstrates how our platform can help organizations meet growing infrastructure demands."

Backblaze serves more than 100,000 customers worldwide and has extensive experience operating large-scale storage infrastructure. Its cloud platform is designed to deliver reliable, cost-efficient storage services across a range of enterprise and data-intensive use cases.

“Backblaze has built a reputation for making complex, HDD-based storage infrastructure reliable and easy-to-consume at scale. We’re pleased to work with them as we continue expanding our platform and managed service offerings to support AI workloads at scale,” said Nick Hoover, Vice President at CoreWeave.

CoreWeave’s AI cloud platform spans infrastructure, technology, tools, and services. The company serves leading AI model developers, enterprises, and research organizations, including 9 of the top 10 AI model providers.

EXHIBIT 99.1

About Backblaze

Backblaze (NASDAQ: BLZE) gives businesses the freedom to innovate without limits by removing the barriers of lock-in, complexity, and cost. Our high-performance cloud object storage accelerates AI workflows, powers data-heavy applications, streamlines media management, and protects critical data. As an award-winning independent cloud, we provide unparalleled levels of interoperability that enable over 500,000 of our customers to reach and serve hundreds of millions of end users in 175 countries around the world. For more information, please go to www.backblaze.com.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. These forward-looking statements are frequently identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or other similar terms or expressions that relate to future performance, expectations, strategy, plans or intentions.

Actual results could differ materially from those stated in or implied by the forward-looking statements in this press release due to a number of factors, including but not limited to: the impact of Backblaze’s go-to-market transformation and ability to attract and retain customers, including increasingly larger customers; the continued growth of data stored by Backblaze’s customers; continued growth of AI related business; rapidly evolving technological developments in the market, including advancement in AI; realizing the anticipated benefits relating to cost savings initiatives and the re-investment of savings in additional sales capacity; market competition, including competitors that may have greater size, offerings and resources; effectively managing growth and scaling of Backblaze’s platform; ability to offer new features and other offerings on a timely basis, including new enterprise features, B2 Overdrive offering and geographic expansion in Canada or other jurisdictions, and achieve desired market adoption; disruption in Backblaze’s service or loss of availability of customers’ data; cyberattacks; ability to continue to scale the business; the impact of pricing and other product offering changes, including the May 1, 2026 pay-as-you-go storage pricing increase; material defects or errors in Backblaze’s software, such as problems with Backblaze’s internal systems, network, or data, including actual or perceived breaches or failures; supply chain disruption; ability to maintain existing relationships with partners and to enter into new partnerships; hiring and retention of key employees; the impact of changes to global trade and tariff policies, on Backblaze or Backblaze’s vendors, partners and customers; war or hostilities, and other significant world or regional events on Backblaze’s business and the business of Backblaze’s customers, vendors, supply chain and partners; litigation and other disputes; availability of additional capital; and general market, political, economic, and business conditions. Further information on these and additional risks, uncertainties, assumptions, and other factors that could cause actual results or outcomes to differ materially from those included in or implied by the forward-looking statements contained in this release are included under the caption

EXHIBIT 99.1

“Risk Factors” and elsewhere in Backblaze’s Quarterly Reports on Form 10-Q and other filings and reports Backblaze makes with the SEC from time to time.

The forward-looking statements made in this release reflect Backblaze’s views as of the date of this press release. Backblaze undertakes no obligation to update any forward-looking statements in this press release, whether as a result of new information, future events or otherwise.

Press Contact

Renatta Siewert

press@backblaze.com

GRAPHIC

Filename: image_0.jpg · Sequence: 11

Binary file (82394 bytes)

Download image_0.jpg

GRAPHIC

Filename: image_01.jpg · Sequence: 12

Binary file (82394 bytes)

Download image_01.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 14

v3.26.1

Cover

Jun. 16, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Jun. 16, 2026

Entity Registrant Name

Backblaze, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-41026

Entity Tax Identification Number

20-8893125

Entity Address, Address Line One

2261 Market Street STE 81006

Entity Address, City or Town

San Francisco

Entity Address, State or Province

Entity Address, Postal Zip Code

94114

City Area Code

650

Local Phone Number

352-3738

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class A Common Stock, par value $0.0001 per share

Trading Symbol

BLZE

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Entity Ex Transition Period

false

Entity Central Index Key

0001462056

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration