Contract analysis

Section 2(a): Exercise Right The Holder is entitled, subject to the terms and conditions set forth herein, at any time and from time to time during the Exercise Period, to purchase up to one hundred thirty-seven thousand six hundred fourteen (137,614) shares of Common Stock (as adjusted from time to time pursuant to Section 2(b) and Section 4 hereof) at the Exercise Price per share then in effect. This Warrant may be

Section 2(b): Exercise Price Adjustment upon Series C Equity Financing If the Company consummates a Series C Equity Financing at any time during the Exercise Period, the Exercise Price shall be automatically adjusted (without any action by the Holder or delivery of any additional consideration) to equal the lesser of: (a) Two Dollars and Eighteen Cents ($2.18) (the Series B Price); and (b) eighty percent (80%) of the

Section 2(c): Cashless (Net) Exercise In lieu of making a cash payment of the aggregate Exercise Price pursuant to Section 2(a), the Holder may elect, in its sole discretion, to exercise this Warrant in whole or in part on a cashless basis (a "Cashless Exercise"). To effect a Cashless Exercise, the Holder shall deliver to the Company (i) this Warrant (or the affidavit and indemnity described in Section 2(a)(i)) and (

Section 2(d): Partial Exercise If this Warrant is exercised in part, the Company shall, at the time of delivery of the Warrant Shares to the Holder upon such partial exercise, execute and deliver to the Holder a new warrant of like tenor, dated the date hereof, evidencing the right to purchase the remaining balance of the Warrant Shares not yet exercised under this Warrant, which new warrant shall in all other respec

Section 2(e): Issuance of Shares; Delivery Upon the valid exercise of this Warrant in accordance with this Section 2, the Company shall, as promptly as practicable and in any event within five (5) business days following the Exercise Date, issue and deliver (or cause to be delivered) to the Holder (or to the Holder's designee, as specified in the Exercise Notice) a stock certificate or certificates, or, at the Compan

Section 2(f): No Stockholder Rights Prior to Exercise This Warrant shall not entitle the Holder to any voting rights, dividend rights, or other rights as a stockholder of the Company until the Warrant Shares have been duly issued to the Holder upon proper exercise of this Warrant. Without limiting the generality of the foregoing, no provision of this Warrant, on the one hand, and no mere exercise, holding, or possess

Section 3(a): Representations and Warranties of the Company The Company hereby represents and warrants to the Holder as of the Issue Date as follows: (i) Organization and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the State of California and in each

Section 3(b): Representations and Warranties of the Holder The Holder hereby represents and warrants to the Company as of the Issue Date as follows: (i) 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 sale in connection with, any distribution thereof in violation of

Section 4(a): Stock Splits, Dividends, and Combinations If the Company shall at any time or from time to time during the Exercise Period effect a subdivision (stock split) of the outstanding shares of Common Stock into a greater number of shares, a consolidation or combination (reverse stock split) of the outstanding shares of Common Stock into a smaller number of shares, or issue additional shares of Common Stock by

Section 4(b): Reorganization, Merger, or Consolidation If at any time during the Exercise Period there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification, stock dividend, or exchange of shares provided for elsewhere in this Section 4), or a merger, consolidation, or similar business combination of the Company with or into another corporation or entity, or th

Section 4(c): Pro Rata Distributions If the Company shall at any time during the Exercise Period declare or make any distribution to all holders of Common Stock (including any distribution of assets, securities, evidences of indebtedness, or rights or warrants to subscribe for or purchase any such securities) other than (I) a cash dividend or (II) a dividend or distribution of shares of Common Stock covered by Sectio

Section 4(d): Weighted-Average Anti-Dilution (Broad-Based) If the Company shall at any time during the Exercise Period issue or sell shares of Common Stock (or securities convertible into, exercisable for, or exchangeable for shares of Common Stock, collectively, "Common Stock Equivalents"), other than Excluded Issuances (as defined in Section 4(e) below), at a price per share (or having a conversion or exercise pric

Section 4(e): Excluded Issuances Notwithstanding Section 4(d) above, the anti-dilution adjustments set forth in Section 4(d) shall not apply to any of the following issuances (collectively, "Excluded Issuances"): (i) shares of Common Stock issued or issuable upon exercise of this Warrant or any other warrant issued pursuant to or in connection with the Loan Agreement, including, without limitation, the warrant issued

Section 4(f): Certificate of Adjustment Upon each adjustment of the Exercise Price, the number of Warrant Shares, or any other term of this Warrant pursuant to this Section 4, the Company shall promptly (and in any event within ten (10) business days following such adjustment) deliver to the Holder a certificate signed by the Chief Financial Officer (Robert Langford) or the Chief Executive Officer (Dr. Ananya Mehta)

Section 4(g): No Impairment The Company shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company under this Warrant, but shall at all times

Section 7(a): Transfer Restrictions This Warrant and the Warrant Shares may not be sold, assigned, pledged, hypothecated, encumbered, or otherwise transferred (each, a "Transfer") except as follows: (i) pursuant to an effective registration statement under the Securities Act and in compliance with all applicable state securities laws; (ii) pursuant to Rule 144 under the Securities Act, if available, provided that the

Section 7(b): Legend Each certificate or book-entry statement representing this Warrant or the Warrant Shares shall bear the following restrictive legend (or a legend substantially similar thereto): "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERR

Section 7(c): Warrant Register The Company shall maintain at its principal office (or at such other office as it may designate by written notice to the Holder) a register (the "Warrant Register") for this Warrant, in which the Company shall record the name, address, and warrant holdings of the Holder and each permitted transferee of this Warrant or any portion hereof. Any Transfer of this Warrant shall be registered

Section 8(a): Piggyback Registration Rights If, at any time after the Issue Date, 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 holder of its securities (other than a registration statement on Form S-4 or Form S-8 or any successor forms thereto, or a registration statement filed solely

Section 8(b): Demand Registration (Limited) At any time after the earlier of (i) two (2) years after the Issue Date (i.e., after March 6, 2028) and (ii) one hundred eighty (180) days after the effective date of the Company's initial public offering of Common Stock (an "IPO"), the Holder may make a written request to the Company (a "Demand Request") for one (1) registration under the Securities Act covering all or a p

Section 8(c): Indemnification (i) Indemnification by the Company. The Company shall indemnify, defend, and hold harmless the Holder, its affiliates, officers, directors, partners, members, managers, employees, agents, and representatives, and each Person who controls the Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (collectively, the "H

Section 9(a): Information Rights For so long as this Warrant is outstanding and unexercised (in whole or in part), the Company shall provide the Holder with the following financial information and notices: (i) Annual Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Company, annual consolidated financial statements of the Company, prepared in accordance with United St

Section 9(b): No Avoidance The Company shall not take any action, and shall not permit any of its subsidiaries to take any action, that has the purpose or reasonably foreseeable effect of circumventing, impairing, or diminishing the rights of the Holder under this Warrant, including, without limitation, by (i) amending the Company's Certificate of Incorporation or Bylaws in a manner that would adversely affect the Ho