Contract analysis

Section 2(a): Grant and Number of Shares Subject to the terms and conditions set forth in this Warrant, the Company hereby grants to the Holder the right to purchase from the Company up to sixty-eight thousand eight hundred and seven (68,807) shares of Common Stock (as adjusted from time to time pursuant to Section 9 hereof, the "Warrant Shares"). The number of Warrant Shares has been derived as follows: the Holder's

Section 2(b): Exercise Price The per-share exercise price for each Warrant Share (the "Exercise Price") shall be the lesser of: (a) Two Dollars and Eighteen Cents ($2.18), which is the Series B Price; and (b) eighty percent (80%) of the Series C Price (i.e., the per-share price paid by investors in the Series C Equity Financing, multiplied by 0.80). If no Series C Equity Financing has closed prior to the applicable E

Section 2(c): No Fractional Shares No fractional Warrant Shares shall be issued upon any exercise of this Warrant. If the exercise of this Warrant would result in the issuance of a fractional share, the number of Warrant Shares to be issued shall be rounded down to the nearest whole share, and the Company shall pay to the Holder, in cash, an amount equal to the fractional share multiplied by the Fair Market Value (as

Section 3(a): Exercise Period This Warrant may be exercised, in whole or in part, at any time and from time to time on or after the date hereof (March 6, 2026) and on or prior to 5:00 p.m. (Pacific Time) on the Expiration Date (March 6, 2036). Any portion of this Warrant not exercised on or prior to the Expiration Date shall automatically, and without any action on the part of the Holder, be deemed void and of no fur

Section 3(b): Method of Exercise To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at its principal office, or at such other address as the Company may designate by notice to the Holder in accordance with Section 10: (i) a duly executed Exercise Notice in the form attached hereto as Exhibit A, specifying the number of Warrant Shares to be purchased and the method of payment elected

Section 3(c): Cashless (Net) Exercise In lieu of paying the aggregate Exercise Price in cash or by check, the Holder may elect to exercise this Warrant, in whole or in part, on a cashless (net exercise) basis. Upon such election, the Holder shall surrender this Warrant (or the applicable portion thereof) to the Company, and the Company shall issue to the Holder a number of Warrant Shares computed using the following

Section 3(d): Delivery of Certificates or Book-Entry Shares Within five (5) Business Days after the Exercise Date (or such shorter period as may be required by applicable law), the Company shall: (i) cause to be issued in the name of the Holder (or such other name as the Holder may designate in the Exercise Notice) and deliver to the Holder a stock certificate or book-entry statement representing the number of duly a

Section 3(e): Effective Date of Exercise Each exercise of this Warrant shall be deemed to have been effected on the Exercise Date, which shall be the date on which the Company shall have received from the Holder (a) the duly executed Exercise Notice, (b) this Warrant (or the affidavit and indemnity described in Section 3(b)(ii)), and (c) payment of the aggregate Exercise Price (or the Holder's election of cashless ex

Section 6(a): Organization and Good Standing The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Company is duly qualified or licensed to do business and is in good standing as a foreign c

Section 6(b): Authorization The execution, delivery, and performance of this Warrant by the Company, and the issuance of the Warrant Shares upon exercise hereof, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, authorization by the Board of Directors. No further consent, approval, or authorization of, or filing, registration, or qualification with,

Section 6(c): Valid Issuance The Warrant Shares, when issued and delivered in accordance with the terms of this Warrant and in compliance with the provisions hereof, including upon payment of the Exercise Price (or cashless exercise pursuant to Section 3(c)), will be duly and validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or similar rights of

Section 6(d): No Conflicts The execution, delivery, and performance of this Warrant by the Company, and the issuance of the Warrant Shares upon exercise hereof, do not and will not (i) violate, conflict with, or result in a breach of any provision of the Company's Certificate of Incorporation (as amended and restated from time to time) or Bylaws (as amended and restated from time to time), (ii) violate or conflict wi

Section 6(e): Capitalization As of the date hereof, the Company has approximately forty-eight million five hundred thousand (48,500,000) shares of its capital stock outstanding on a fully diluted basis (including, without limitation, all outstanding shares of Common Stock, all shares of Common Stock issuable upon conversion of the Company's outstanding shares of Series A preferred stock and Series B preferred stock,

Section 7(a): Investment Intent The Holder is acquiring this Warrant and will acquire the Warrant Shares issuable upon exercise hereof for its own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. The Holder does not presently have any contract, undertaking, agreement, or

Section 7(b): Accredited Investor The Holder is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and the Holder was not formed for the specific purpose of acquiring this Warrant or the Warrant Shares.

Section 7(c): Experience and Knowledge The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in this Warrant and the Warrant Shares. The Holder has been afforded the opportunity to ask questions of, and receive answers from, duly authorized officers and representatives of the Company concerning the terms and conditions of

Section 7(d): Restricted Securities The Holder understands and acknowledges that this Warrant and the Warrant Shares have not been, and as of the date hereof will not be, registered under the Securities Act or under any state securities laws, and that this Warrant and the Warrant Shares constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act. The Holder acknowledges that

Section 7(e): Organization and Authority Cobalt Life Sciences Fund III, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Holder is acting by and through its general partner, Cobalt Capital Management III LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State

Section 8(a): Transfer Restrictions This Warrant and the Warrant Shares may not be transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of, in whole or in part, except in compliance with all applicable federal and state securities laws, including, without limitation, the Securities Act and the rules and regulations promulgated thereunder, and applicable state "blue sky" laws. Prior to any p

Section 8(b): Permitted Transfers Notwithstanding the provisions of Section 8(a), the Holder may transfer this Warrant or any Warrant Shares, without the prior written consent of the Company and without the delivery of an opinion of counsel (but subject to compliance with applicable securities laws), to any of the following (each, a "Permitted Transferee"): (i) any Affiliate of the Holder; (ii) any partner (whether g

Section 8(c): Legend Each certificate or book-entry statement representing any Warrant Shares issued upon exercise of this Warrant shall bear the restrictive legend set forth on the cover page of this Warrant (or a legend substantially similar thereto), together with such additional legends as may be required under applicable securities laws, until such time as such Warrant Shares have been (a) registered under the S

Section 9(a): Stock Splits and Dividends If the Company shall at any time or from time to time after the date hereof (i) subdivide its outstanding shares of Common Stock into a greater number of shares (whether by stock split, stock dividend, reclassification, or otherwise), (ii) combine or consolidate its outstanding shares of Common Stock into a lesser number of shares (whether by reverse stock split, reclassificat

Section 9(b): Reclassification, Reorganization, Merger, or Consolidation If the Common Stock issuable upon exercise of this Warrant shall be changed into the same or a different number of shares of any class or classes of stock of the Company, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for in Section 9(a) above), or if the Company shal

Section 9(c): Notice of Adjustments Upon any adjustment to the number of Warrant Shares or the Exercise Price pursuant to this Section 9, the Company shall promptly (and in any event within ten (10) Business Days after the occurrence of the event giving rise to such adjustment) deliver to the Holder a certificate, signed by the Chief Financial Officer or another duly authorized officer of the Company, setting forth i

Section 9(d): No Adjustment for Certain Issuances Notwithstanding anything to the contrary in this Section 9, no adjustment to the number of Warrant Shares or the Exercise Price shall be made as a result of, or in connection with, any of the following issuances of Common Stock (or options, warrants, or convertible securities exercisable for or convertible into Common Stock): (i) the issuance of shares of Common Stock

Section 10(a): Corporate Events The Company shall provide written notice to the Holder at least fifteen (15) days prior to the occurrence (or, if applicable, the record date established in connection with) any of the following events: (i) any declaration or payment of any dividend or other distribution (whether in cash, shares of stock, securities, or other property) upon or with respect to the Common Stock; (ii) any

Section 10(b): Manner of Notice All notices, requests, consents, claims, demands, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given and received (i) when delivered by hand (with written confirmation of receipt), (ii) one (1) Business Day after the date sent by a nationally recognized overnight courier service (such as FedEx, Harborline Pa

Section 11(a): Piggyback Registration If at any time after the date hereof the Company proposes to file a registration statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any of its stockholders (other than a registration statement on Form S-4 or Form S-8, or any successor form thereto, or a registration statement filed in connection with

Section 11(b): Cooperation The Company shall cooperate in good faith with the Holder in connection with any registration of the Warrant Shares pursuant to this Section 11, including, without limitation, (i) furnishing to the Holder such financial and other information regarding the Company as may be required to be included in any registration statement or prospectus in connection therewith, (ii) executing and deliver

1. Number of Warrant Shares to be purchased: ___ shares of Common Stock (up to 68,807 shares, subject to adjustment as provided in the Warrant).

2. Exercise Price per share: $___ (being the lesser of $2.18 (the Series B Price) or 80% of the Series C Price, as determined in accordance with Section 2(b) of the Warrant).

3. Aggregate Exercise Price: $___ (Number of Warrant Shares multiplied by the Exercise Price per share).

4. Method of Payment (check one): Cash Payment. The undersigned hereby tenders payment of the Aggregate Exercise Price by: Wire transfer of immediately available funds to an account designated by the Company. Certified or official bank check payable to the order of the Company. Cashless (Net) Exercise. The undersigned hereby elects a cashless exercise pursuant to Section 3(c) of the Warrant. The calculation of net sh

5. Representations of the Holder. The undersigned hereby represents and warrants to the Company as follows: (a) The undersigned is acquiring the Warrant Shares for its own account, for investment purposes only, and not with a view to distribution in violation of the Securities Act of 1933, as amended. (b) The undersigned is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of

6. Registration Instructions. Please issue the Warrant Shares in the name of, and deliver the certificate(s) or book-entry statement(s) to, the following: Name: _____________ Address: _____________ ________________________________________ Taxpayer Identification Number (SSN or EIN): _______ COBALT LIFE SCIENCES FUND III, L.P. By: Cobalt Capital Management III LLC, its General Partner By: ________ Name: ________ Title