COMMON STOCK PURCHASE AGREEMENT
This COMMON STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of August 2, 2022 (the
Effective Date), by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the Investor), and Myomo, Inc., a Delaware corporation (the Company). Capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in Annex I hereto.
RECITALS
WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue
and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $5,000,000 worth of newly issued shares of the Companys common stock, par value $0.0001 per share
(Common Stock), and (ii) the Exchange Cap (to the extent applicable under Section 2.3 hereof), in all cases subject to the further limitations of the Baby Shelf Rule (as defined below) to which the Company may from time
to time be subject;
WHEREAS, in consideration for the Investors execution and delivery of this Agreement, the
Company is causing its Transfer Agent to issue to the Investor the Commitment Shares in accordance with the terms and subject to the conditions of this Agreement; and
WHEREAS, the issuance of the Commitment Shares and the offer and sale of the Shares hereunder shall be registered by the Company in a
prospectus supplement, filed pursuant to Rule 424(b)(5) of the Securities Act, to the Registration Statement, which has been declared effective by order of the Commission under the Securities Act;
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF COMMON STOCK
Section 1.1 Purchase and Sale of Stock. Upon the terms and subject to the
conditions of this Agreement, during the Investment Period, the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase from the Company, up to the lesser of
(i) $5,000,000 (the Total Commitment) in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock and (ii) the Exchange
Cap, to the extent applicable under Section 2.3 (such lesser amount of shares of Common Stock, the Aggregate Limit), by the delivery to the Investor of VWAP Purchase Notices as provided in Article II, in all cases subject to
the further limitations of the Baby Shelf Rule (as defined below) to which the Company may from time to time be subject.
Section 1.2 Effective Date; Commencement Date; Settlement Dates. This Agreement has been executed and delivered, and shall become effective as of the Effective Date. The performance by the parties of their
respective obligations are conditioned upon the satisfaction or waiver by the applicable party(ies) of the respective conditions set forth in Article VI hereto, and are further subject to (a) the payment of the Investor Expense Reimbursement to
the Investor on or prior to the Commencement Date pursuant to Section 9.1, (b) the delivery of irrevocable instructions to issue the Commitment Shares to the Investor or its designee(s) as provided in Sections 2.7 and 6.1, and (c) the
delivery of all other documents, instruments and writings required to be delivered on the Commencement Date, in each case as provided in Section 6.1, to the offices of McMurdo Law Group, LLC, 1185 Avenue of the Americas, 3rd Floor, New York,
New York 10036, at 5:00 p.m., New York time, or at such other time or place as the parties may agree, on the Commencement Date. In consideration of and in express reliance upon the representations, warranties and covenants contained in, and upon the
terms and subject to the conditions of, this Agreement, from and after the Commencement Date and during the Investment Period the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, the Shares in respect
of each VWAP Purchase. The payment for, against delivery of, Shares in respect of and each VWAP Purchase shall occur in accordance with Section 2.2.
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