IGNY Ignyte Acquisition Corporation

PIPE Subscription Agreement

On December 30, 2022, Peak Bio, Inc., a Delaware corporation (the “Company”) (f/k/a Ignyte Acquisition Corp.) entered into a subscription agreement (the “PIPE Subscription Agreement”) whereby the Company agreed to issue and sell to the investor party thereto, in a private placement, (i) 50,000 shares of the Company’s common stock at $10.00 per share (the “PIPE Shares”) and (ii) 46,500 warrants (the “PIPE Warrants”) to purchase shares of the Company’s common stock, at an exercise price of $0.01 per share. The PIPE Warrants are on terms substantially the same as the outstanding warrants that were included in the units issued in Ignyte Acquisition Corp.’s initial public offering, except that the PIPE Warrants are not redeemable, and the PIPE Warrants shall be exercisable for one year. The PIPE Shares and the PIPE Warrants issued in connection with the PIPE Subscription Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The foregoing description of the PIPE Subscription Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the full text of the PIPE Subscription Agreement, a form of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

Amendment to Lock-Up Agreement

As previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2022, in connection with the closing of the Company’s previously announced business combination (the “Business Combination”) with Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Target”), the Company, the Company’s officers and directors and certain stockholders of the Target (the “Lock-Up Parties”) entered into a lock-up agreement (the “Lock-Up Agreement”) providing for certain restrictions on transfer applicable to the Company’s common stock (the “Lock-Up Shares”). Generally, the Lock-Up Agreement prohibits stockholders from (i) selling, offering to sell, contracting or agreeing to sell, hypothecating, pledging, granting any option to purchase or otherwise disposing of or agreeing to dispose of, directly or indirectly, or establishing or increasing a put equivalent position or liquidating or decreasing a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, and the rules and regulations of the SEC promulgated thereunder with respect to the Lock-Up Shares, (ii) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-Up Shares, whether any such transaction is to be settled by delivery of Lock-Up Shares or other securities, in cash or otherwise, or (iii) publicly announcing any intention to effect any transaction specified in the immediately preceding subsections (i) or (ii), subject to certain limited exceptions set forth in the Lock-Up Agreement. The lock-up period under the Lock-Up Agreement lasts until the date that is 180 days from the closing of the Business Combination.

On January 4, 2023, the Company entered into an amendment to the Lock-Up Agreement (the “Amendment to Lock-Up Agreement”) with the Lock-Up Parties to release 30% of the Lock-Up Shares from the transfer restrictions imposed on such shares by the Lock-Up Agreement. Except as modified by the Amendment to Lock-Up Agreement, the Lock-Up Agreement shall remain in full force and effect in accordance with the terms and conditions thereof.

The foregoing description of the Amendment to Lock-Up Agreement is qualified in its entirety by reference to the full text of the Amendment to Lock-Up Agreement, a form of which is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment to Key Company Stockholder Forward Purchase Agreement

As previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2022, the Company entered into a forward purchase agreement (the “Key Company Stockholder Forward Purchase

Agreement”) with Hoyoung Huh (the “Key Company Stockholder”). Pursuant to the terms of the Key Company Stockholder Forward Purchase Agreement, the Key Company Stockholder would, subject to the receipt of margin financing within 180 days following the closing of the Business Combination, purchase shares of the Company’s common stock at a purchase price of $10.00 per share in a private placement (the “Key Company Stockholder Purchase”) for up to an aggregate amount of $10,000,000 (the “Subscription Amount”), subject to the conditions set forth in the Key Company Stockholder Forward Purchase Agreement.

On December 29, 2022, the Company and the Key Company Stockholder entered into an amendment to the Key Company Stockholder Forward Purchase Agreement (the “Amendment to Key Company Stockholder Forward Purchase Agreement”), pursuant to which (i) the Key Company Stockholder Purchase is no longer subject to the receipt of margin financing as a condition precedent, (ii) the Key Company Stockholder agreed to fund the Subscription Amount on or prior to March 31, 2023 and (iii) the Key Company Stockholder Purchase would be consummated at a purchase price of $5.18 per share of the Company’s common stock.

The foregoing description of the Amendment to Key Company Stockholder Forward Purchase Agreement is qualified in its entirety by reference to the full text of the Amendment to Key Company Stockholder Forward Purchase Agreement, which is included as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.