Windward Bio Group AG

Aeschenplatz 6

4052 Basel

Switzerland

[name]

[address]

Definitions and Interpretation

Warrant Grant

Grant and Form of the Warrants

Conditions Precedent

Consideration for the Warrants

Exercise Period

Warrants Exercise and Delivery of the Warrant Shares

Warrants Exercise

Advance Notice

Delivery of the Warrant Shares

Underlying

Adjustments

Miscellaneous

Confidentiality and Announcements

Transfers

No Assignment

Costs and Expenses, Taxes

Notices

Entire Agreement

Severability

Amendments

Counterparts; Delivery by Electronic Transmission

Waiver of Rights

Governing Law and Jurisdiction

The Company is organized in the form of a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Basel-Stadt (the Commercial Register) under the company identification number CHE-418.299.421, having its registered office at Aeschenplatz 6, 4052 Basel, Switzerland.

As of the completion of the First Tranche Capital Increase, the Company’s nominal share capital registered with the Commercial Register will be CHF 689,714.23, divided into 15,542,386 fully paid-in registered common shares with a nominal value of CHF 0.01 each (the Common Shares and each a Common Share), 31,897,927 fully paid-in registered series A preferred shares with a nominal value of CHF 0.01 each (the Series A Preferred Shares and each a Series A Preferred Share), 5,582,139 fully paid-in registered series A junior preferred shares with a nominal value of CHF 0.01 each (the Series A Junior Preferred Shares and each a Series A Junior Preferred Share) and 15,948,971 fully paid-in registered series B preferred shares with a nominal value of CHF 0.01 each (the Series B Preferred Shares and each a Series B Preferred Share).

On April 17, 2026, the Parties to this warrant agreement (the Agreement), among others, entered into an investment agreement in relation to the Company’s series B financing round (the Investment Agreement), pursuant to which, inter alia, (i) the Company will issue Series B Preferred Shares and (ii) the Warrant Holder agreed to subscribe for [•] Series B Preferred Shares in the Company in the First Tranche Capital Increase.

As provided for in the Investment Agreement, the Parties, among others, will enter into an amended and restated shareholders’ agreement (the Shareholders’ Agreement) to govern their respective rights and obligations as shareholders of the Company.

As provided for in the Investment Agreement, the Parties wish to enter into this Agreement to provide for the terms and conditions pursuant to which the Warrant Holder is entitled to subscribe for or purchase Common Shares in the Company based on such warrant right granted by the Company to the Warrant Holder.

Definitions and Interpretation

Warrant Grant

Grant and Form of the Warrants

Conditions Precedent

The Warrants shall be deemed granted subject to (aufschiebend bedingt) and effective as per the entry into the Commercial Register of the First Tranche Capital Increase and the newly created conditional share capital in the amount of CHF [•] for the issuance of up to [•] Common Shares pursuant to Article 4d of the Amended Articles (the Conditional Capital), in each case as contemplated by the Investment Agreement (such date hereinafter referred to as the Effective Date).

If the Warrant Holder does not comply, with respect to the First Tranche Closing, with its obligation to subscribe and pay the subscription amount as part of the First Tranche Capital Increase in full or, with respect to the Second Tranche Closing, (i) with its obligation to subscribe and pay the subscription amount as part of the Second Tranche Capital Increase in full (in case of a Second Tranche Series B Closing) or (ii) in connection with the IPO Transaction Obligation (in case of a Second Tranche IPO Closing) or (iii) with its obligation to participate in a Crossover Round (in case of a Second Tranche Crossover Closing), as applicable, in each case in accordance with the Investment Agreement, this Agreement and all rights and obligations of the Parties hereunder, with the exception of the provisions pursuant to Sections 7 and 8, shall lapse, without any liability of one Party to the other Party (save for any liability of the defaulting Warrant Holder under the Investment Agreement or Shareholders’ Agreement, as applicable).

Consideration for the Warrants

Exercise Period

Warrants Exercise and Delivery of the Warrant Shares

Warrants Exercise

The Warrant Holder may exercise its Warrants in whole or in part at any time during the Exercise Period. In order to exercise any Warrants during the Exercise Period, the Warrant Holder shall:

by no later than immediately prior to the expiry of the Exercise Period, submit to the Company an exercise notice substantially in the form set forth in Annex 4.1(a) (the Exercise Notice);

subject to and except as specified in Section 4.1(b) below, by no later than the day falling ten (10) Business Days after the date of receipt of the relevant account information from the Company following the submission by the Warrant Holder of the Exercise Notice, pay the aggregate exercise price by wire transfer of immediately available funds corresponding to the result of (A) the Exercise Price, multiplied by (B) the number of the Warrants being exercised (the Aggregate Exercise Price) to the account of the Company held with a Swiss bank, as notified to the Warrant Holder by the Company within five (5) Business Days following the receipt of the Exercise Notice; and

by no later than the day falling ten (10) Business Days after the date of receipt of a form of accession declaration from the Company following the submission by the Warrant Holder of the Exercise Notice, if the Warrant Holder is, at the time of the exercise of its Warrants, no longer a party to the Shareholders’ Agreement, submit to the Company an accession declaration to the Shareholders’ Agreement (in the version applicable at the time of the exercise of the Warrants) as provided for therein.

In case of an IPO (including a Qualified IPO) or a Deemed Liquidity Event, subject to the mandatory provisions of the Swiss Code of Obligations, and following the delivery of an Advance Notice pursuant to Section 4.2, all the outstanding Warrants shall be deemed exercised on a cashless basis at the last point in time prior to the consummation of the IPO (including a Qualified IPO) or Deemed Liquidity Event, as applicable, that allows the Warrant Shares resulting from such exercise to participate simultaneously with all other Common Shares in such IPO (including a Qualified IPO) or Deemed Liquidity Event, as applicable (the Cashless Exercise), as follows: the Warrant Holder shall surrender such Warrants without payment of any cash Exercise Price, and the number of Warrant Shares deliverable upon such exercise shall equal:

the reduced number of Warrant Shares to be issued to the Warrant Holder (with any fractional shares being rounded down to the next full number, without any consideration due to the Warrant Holder)

the number of Warrant Shares with respect to which Warrants are being exercised by the Warrant Holder

the Fair Market Value of one Warrant Share

the Exercise Price

Advance Notice

Delivery of the Warrant Shares

After receipt of the Exercise Notice and the receipt of the Aggregate Exercise Price, the Company shall inform the Warrant Holder of such receipt of the Aggregate Exercise Price, the Company and the Warrant Holder shall expeditiously take all steps necessary under Swiss law, and cooperate in good faith, with respect to the delivery of the required Warrant Shares to the Warrant Holder, and the Company shall promptly register the Warrant Holder in the Company’s share register for the number of Warrant Shares to which the Warrant Holder is entitled pursuant to the terms of this Agreement and the Exercise Notice.

The Company shall deliver the required Warrant Shares at its discretion out of the Conditional Capital or out of Common Shares held by it or any of its subsidiaries in treasury, provided that, if and to the extent such delivery out of treasury shares is not legally permissible or not available, the Company shall deliver the required Warrant Shares to the Warrant Holder out of the Conditional Capital.

No fractional shares shall be issued under this Agreement.

Underlying

The Conditional Capital shall serve as underlying for the Warrants.

As long as Warrants remain exercisable under this Agreement, the Company shall at all times have reserved a sufficient number of Common Shares under the Conditional Capital or hold, directly or indirectly through one of its subsidiaries, Common Shares in treasury deliverable for the purposes of the Agreement. Upon completion of the Frist Tranche Capital Increase, the Company shall deliver to the Warrant Holder a resolution of the Board evidencing [•] Common Shares have been reserved under the Conditional Capital for the benefit of the Warrant Holder.

Adjustments

If at any time during which Warrants remain outstanding and unexpired, the Common Shares are split, subdivided or combined into a different number of shares or securities of the same class, the number of Warrant Shares issuable upon exercise of the Warrants shall be proportionately increased in case of a split or subdivision, and conversely, the number of Warrant Shares issuable upon exercise of the Warrants shall be proportionately decreased in case of a combination.

If at any time during which Warrants remain outstanding and unexpired, the Company, by reclassification of shares or otherwise, changes any of the Common Shares into the same or a different number of shares or securities of any other class or classes, the Warrants shall, upon effectiveness of such reclassification, represent the right to acquire such number and kind of shares or securities as would have been issuable and/or deliverable as the result of such change with respect to the shares or securities that were subject to the acquisition rights under the Warrants immediately prior to such reclassification or other change and the number of Warrant Shares shall therefore be adjusted, to the extent required, to maintain the entitlements under the Warrants as at the time the Warrants have been granted.

In the event of a merger, combination or reorganization of the Company, as a result of which an entity other than the Company becomes the parent of the current group headed by the Company (including in case of a combination with a listed company through a reverse merger or otherwise) or which does not qualify as a Deemed Liquidity Event, the Company shall procure that the Warrants are replaced by warrants or similar rights of the new parent that confer substantially the same rights to the Warrant Holder as the Warrants; provided that in no event shall the economic and/or ownership rights represented by the Warrants be reduced or otherwise diminished in connection with such merger, combination or reorganization without the prior written consent of the Warrant Holder.

For the avoidance of doubt, without limiting the adjustments contemplated by Sections 6(a) to (c), if at any time during which the Warrants remain outstanding and unexpired the Company:

increases or decreases its registered share capital; and/or

increases, decreases, renews or abolishes the capital range or creates additional conditional share capital; and/or

issues new conversion, exchange, option or other exercise rights that are not covered by existing or newly created ordinary share capital, capital range and/or conditional share capital,

Irrespective of any protection rights set forth in this Section 6, article 653d para. 2 of the Swiss Code of Obligations shall remain reserved.

Miscellaneous

Confidentiality and Announcements

Transfers

No Assignment

Costs and Expenses, Taxes

Subject to the following paragraph, it is agreed that to the extent that the relevant costs and expenses are not covered by the Company in accordance with section 11(c) of the Investment Agreement, each Party shall bear its own costs and expenses arising out of or incurred, and any Taxes imposed on it, in connection with this Agreement.

The Company shall bear all Swiss issuance and stamp Taxes arising out of the issuance of the Warrant Shares. The Company is obliged to declare and pay the Swiss issuance and stamps Taxes in due time.

Notices

All notices and other communications required or authorized hereunder shall be in writing and validly made if delivered by hand or sent (postage prepaid) by registered, certified or express post (return receipt requested), courier or by electronic transmission in .pdf format or similar format to the addresses as set forth on the cover page of this Agreement. Any change in address for purposes hereof shall be notified by the Party concerned to the other Party.

Notices delivered by hand shall be deemed delivered when actually delivered. Notices given by post or courier shall be deemed delivered when received. Notices given by electronic transmission shall be deemed to be delivered at the time such notices are sent to the relevant addresses above, if no delivery failure or error messages are received by the sender.

Irrespective of the delivery or receipt of a notice, any notice given hereunder shall be deemed to have been timely given, if dispatched or sent prior to the expiry of a term or deadline set forth in this Agreement (if any), but the recipient shall be under no obligation to perform any act under this Agreement before it, he or she has received such notice.

Entire Agreement

Severability

Amendments

Counterparts; Delivery by Electronic Transmission

This Agreement may be executed and delivered by each Party in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same Agreement.

This Agreement and any other transaction document relating to this Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, electronic signature or e-signature (irrespective of whether the relevant electronic signature or e-signature has been issued by a provider recognized or accredited under applicable law or not) or other electronic transmission (e.g., e-mail delivery in .pdf format or similar format), shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

Waiver of Rights

Governing Law and Jurisdiction

This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby, the relationship of the Parties hereunder, or the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort or otherwise, shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding the UN Convention on Contracts for the International Sale of Goods and without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Switzerland.

Any dispute, controversy or claim arising out of, or in relation to, this Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the notice of arbitration is submitted in accordance with those rules. The number of arbitrators shall be three. The seat of the arbitration shall be Zurich. The arbitration proceedings shall be conducted in English. The law applicable to this arbitration clause shall be Swiss law.

Notwithstanding anything to the contrary in this Agreement, any Party may seek interim measures, including specific performance, in a court of law for matters arising out of or relating to this Agreement. For purposes of this Section 8(c) only, the Parties stipulate and agree to the jurisdiction of the competent courts of Basel, Switzerland to consider and hear any request by a Party seeking injunctive relief. This Section 8(c) only addresses the jurisdiction of state courts to order interim measures. Each Party retains the right to apply to the arbitral tribunal for interim measures at any time.

Terms Defined in the Body of the Agreement

Other Definitions

Date:

Note: To the extent a cashless exercise is elected in accordance with the Agreement, the necessary changes shall be made to this form.