Subscription Payments. All subscription payments should be made payable to “[[Organization A:Organization]]” in the amount of Notes purchased (minimum investment of $25,000). All funds received will be transferred into the Company’s checking account at any time following acceptance by the Company. We are offering the Notes until the earliest of # January 31, 2021; # the date on which an aggregate of $1,000,000 of Notes have been sold; or # termination by the Board of Directors of the Company.

Subscription Procedure. To complete a subscription for the Units pursuant hereto, the Purchaser must fully comply with the subscription procedure provided in paragraphs [(A) through (C)] of this Section on or before the Closing:

Subscription. As of April ​, 2020, the undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), the number of Units (the “Units”) set forth on the signature page hereof at a purchase price of $0.33 per Unit. Each Unit consists of # one share of common stock (the “Shares”), par value $0.001 per share, of the Company (the “Common Stock”), and # one warrant to purchase 0.75 shares of Common Stock (the “Warrant Shares”) at an initial per share exercise price equal to the lower of # the last closing price of the Common Stock as reported by The Nasdaq Stock Market (“Nasdaq”) immediately prior to the date hereof, or # the average of the closing prices of the Common Stock as reported on Nasdaq over the five trading days immediately prior to the date hereof (each a “Warrant” and collectively, the “Warrants”), which will terminate five years following the initial closing of the Offering (as defined below).

Subscription. As of November 14, 2022, the undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), the number of Units (the “Units”) set forth on the signature page hereof at a purchase price of $4.625 per Unit. Each Unit consists of # two (2) shares of common stock (the “Shares”), par value $0.001 per share, of the Company (the “Common Stock”), and # one warrant to purchase one share of Common Stock (the “Warrant Shares”) at an initial per share exercise price equal to $4.50 (each a “Warrant” and collectively, the “Warrants”), which will terminate seven years following the initial closing of the Offering (as defined below).

Subscription. Subject to the immediately succeeding paragraph, the undersigned hereby, severally and not jointly, irrevocably subscribes for and agrees to purchase from the Company such number of shares of Class A Common Stock as is set forth on its respective signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein (the “Shares”). The undersigned understands and agrees that the Company reserves the right to accept or reject the undersigned’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company; the Company may do so in counterpart form. In the event of rejection of a portion of the subscription by the Company, the undersigned’s payment hereunder will be promptly returned to the undersigned in proportion to the rejected portion of the subscription. In the event of rejection of the entire subscription by the Company or the termination of this subscription in accordance with the terms hereof, the undersigned’s payment hereunder will be returned promptly to the undersigned along with this Subscription Agreement, and this Subscription Agreement shall be null and void and have no force or effect.

Subscription Licenses. The Parties’ mutual intent is that licenses for Products sold in exercise of the licenses and resale rights of each Party and its Affiliates under the OEM Agreement and Reseller Agreement will be subscription licenses (i.e., a license agreement that includes both a software license and related support over a stated term). A subscription license with a perpetual buyout option at the end of the initial term may be sold only on an exception basis with the approval of the other Party. The fees payable for such a convertible subscription (new and renewal) will count toward the ARR commitments described in Exhibit E in the same way as any other subscription would. There will be no credit towards such ARR commitments for fees payable in connection with the conversion of the license to perpetual, but the fees payable for annual support for such perpetual licenses would count towards such ARR commitments. [[PTC:Organization]] will notify RA from time to time of what are the parameters under which RA and its affiliates may sell such convertible licenses (e.g., whether convertible licenses may be sold, where convertible licenses may be sold, and under what circumstances, etc.)..

Subscription. The Investor hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby irrevocably agrees to sell to the Investor, the amount of Shares set forth on the signature pages hereof of the Investor, for the Per Share Price and on the other terms and subject to the conditions provided for herein. The terms “Investor” and “Subscriber” shall mean each such signatory so identified on the signature pages hereof. Contemporaneously with the execution of this Subscription Agreement, certain other institutional accredited investors (the “Other Subscribers” and together with the Subscriber, the “Subscribers”) are entering into separate subscription agreements with the Company substantially similar to this Subscription Agreement (“Other Subscription Agreements” and together with this Subscription Agreement, the “Subscription Agreements”), pursuant to which the Subscribers have agreed, severally and not jointly, to purchase on the Closing Date an aggregate amount of up to 14,336,918 shares of Class A Common Stock at the Per Share Price.

Subscription. The Purchaser, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase from the Company the number of Ordinary Shares (the “Shares”) at the per share purchase price, for the aggregate purchase price (the “Purchase Price”) as set forth on the signature page hereto, and the Company, intending to be legally bound, hereby agrees to issue and sell the Shares to the Purchaser, provided, however, that the Company reserves the right to accept or reject this subscription for Shares, in whole or in part. If the Company elects to accept this subscription for Shares in part, it shall promptly notify the Purchaser by delivery to the Purchaser by email of the signature page countersigned by the Company and reflecting the amount of the subscription accepted.

Subscription. The Investor hereby irrevocably subscribes for and agrees to purchase from ARYA the number of Shares set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the Investor’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company).

Subscription. Subject to the provisions of Section 2 hereof, the Investor hereby irrevocably subscribes for and agrees to purchase from ENNV, and ENNV hereby irrevocably agrees to sell to the Investor, the number of Shares set forth on the signature page of this Subscription Agreement, in each case, on the terms and subject to the conditions provided for herein. The Investor acknowledges and agrees that the Investor’s subscription for the Shares shall be deemed to be accepted by ENNV only if and when this Subscription Agreement is signed by a duly authorized person by or on behalf of ENNV; ENNV may do so in counterpart form.