EX-10.32

Exhibit 10.32

EOS SENOLYTIX, INC.

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SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE

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Your investment in Eos SENOLYTIX, INC. (the “Company”) can only be made by means of the completion, delivery and acceptance of the subscription documents in this package.

Please complete and submit, to the address set forth below, the following documents:

The Company reserves the right to request any additional documentation necessary to verify your identity or otherwise complete the review process. The Company, its officers, directors (the “Directors”) and any person affiliated therewith shall be held harmless by you against any loss arising as a result of a failure to provide any requested documentation.

The foregoing documents, when completed, should be emailed to                                        . To the extent you have any questions regarding this Subscription Agreement and Investor Questionnaire or any of the information contained herein, please contact either Kevin Slawin, CEO (kslawin@eossenolytix.com) or                                        .

THE OFFERING OF SECURITIES DESCRIBED IN THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THIS OFFERING IS MADE PURSUANT TO RULE 506 OF REGULATION D UNDER SECTION 4(A)(2) OF THE SECURITIES ACT, AND THE EQUIVALENT LEGISLATION OF OTHER RELEVANT JURISDICTIONS, WHICH EXEMPT FROM SUCH REGISTRATION TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING. FOR THIS REASON, THESE SECURITIES WILL BE SOLD ONLY TO INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED HEREIN.

AN INVESTOR SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE COMPANY FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION ON THE ISSUER TO REGISTER THE SECURITIES DESCRIBED HEREIN UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION. TRANSFER OF THE SECURITIES DESCRIBED HEREIN IS ALSO RESTRICTED BY THE TERMS OF THE SHA.

PROSPECTIVE FOREIGN INVESTORS SHOULD CONSULT WITH THEIR OWN COUNSEL REGARDING WHETHER OR NOT TO INVEST IN THE COMPANY. IT IS THE RESPONSIBILITY OF ANY PERSON OR ENTITY WISHING TO PURCHASE THE SECURITIES DESCRIBED HEREIN TO SATISFY HIMSELF, HERSELF OR ITSELF AS TO THE FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE OF THE UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

INVESTOR QUESTIONNAIRE

EOS SENOLYTIX, INC.

(THE “INVESTOR QUESTIONNAIRE”)

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Name of Investor:_______________________________________________________________

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**Address: **______________________________________________________________________

______________________________________________________________________________

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Contact Person(s):______________________________________________________________

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Email(s):_____________________________________________________________________

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Telephone No(s):_______________________________________________________________

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State and Country of Organization (entities only):_____________________________________

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Principal Place of Business (entities only):___________________________________________

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State and Country of Residency (individuals only):____________________________________

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Tax Identification Number:_______________________________________________________

**Beneficiary Bank Details **(Please provide the bank details used to facilitate settlement of funds)

Beneficiary Bank Name:_________________________________________________________

Beneficiary Bank Address:_______________________________________________________

ABA Number:_________________________________________________________________

Account Name:________________________________________________________________

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Account Number:______________________________________________________________

IBAN Number (if applicable):_____________________________________________________

SWIFT/BIC Code:______________________________________________________________

Further Credit Account Name (if applicable):_________________________________________

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Further Credit Account Number (if applicable):_______________________________________

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**PLEASE NOTE: **If copies of correspondence, periodic reports, capital calls, distribution notices, tax information, etc. should be provided to additional parties, please separately provide specific instructions and complete contact information. Please note that if any information is requested to be delivered to a party other than the above identified investor (the “Investor”), the Company will retain sole and absolute discretion over whether such additional party may receive the information, and such additional party may be required to execute a nondisclosure agreement in connection therewith. Also note that the Company will eventually need wire and check delivery instructions for the transfer of any payments due from the Company. If such information is not provided at account inception, the Company will request such information after the Closing (as defined below).

Investor Type. The Shares will be held under the following type of ownership / structure [Please check all applicable boxes]:

☐ Individual ☐ Joint Individuals ☐ Limited Liability Company ☐ Limited Partnership

☐ Revocable Trust with ____ grantors ☐ Irrevocable Trust ☐ IRA / Keogh / SEP

☐ C Corporation ☐ Tax-Exempt Organization ☐ S Corporation ☐ General Partnership

☐ Employee Benefit Plan ☐ ERISA Partner ☐ Estate ☐ Nominee ☐ Foreign Government Entity

☐ U.S. State or Municipal Government Entities ☐ Pension Plan ☐ Fund of Funds

☐ Insurance Company ☐ Investment Company Registered with SEC ☐ Broker-Dealer

☐ Private Fund ☐ Bank Holding Company ☐ Private Foundation ☐ 501(c)(3)

☐ Government Pension Plan ☐ Foreign Investor ☐ Other ____________________________

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**1. Accredited Investor Status. **The Investor is an “accredited investor” (within the meaning of Rule 501 under the Securities Act). Please see the definition of “accredited investor” in Exhibit A.

☐ Yes               ☐ No

2. Investment Company Act Matters. If the Investor is an Entity (including a trust), is the Investor either (a) an “investment company” under the United States Investment Company Act of 1940, as amended (the “Companies Act”), or (b) relying on either Section 3(c)(1) or Section 3(c)(7) of the Companies Act to be excepted from the definition of “investment company” as defined in Section 3(a) of the Companies Act.1

☐ No

☐ Yes, the Investor relies on Section 3(c)(1) of the Companies Act

☐ Yes, the Investor relies on Section 3(c)(7) of the Companies Act

☐ Yes, the Investor is an investment company

If the Investor is an investment company or relies on either Section 3(c)(1) or Section 3(c)(7) of the Companies Act, in order to accurately count the number of beneficial owners of the Company, please specify the number of beneficial owners of the outstanding securities (other than short-term paper) of the Investor and any existing or prospective investors of the Company that control, are controlled by, or are under common control with the Investor (such other investors referred to as “Affiliated Investors”):

_______________________ [Insert Number]

The Investor further represents and warrants that neither the Investor nor any Affiliated Investor has been structured or operated for the purpose of circumventing the registration requirements of the Companies Act.

**3. Disqualifying Event. **Neither the Investor nor any of its Beneficial Owners (if any) has been subject to a Disqualifying Event (each as defined in Section 9(i) of this Agreement) for purposes of Regulation D Rule 506(d) promulgated under the Securities Act.

☐ True               ☐ False

**4. CFIUS Foreign Person Status Representations. **The Investor understands and agrees that the term “foreign person” herein includes the terms “foreign national,” “foreign government,” “foreign entity” and “foreign-controlled entity,” and hereby represents and warrants that it is (check one):

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1 See definitions in EXHIBIT B hereto.

**5. Compliance Representations. **Does the Investor or any of its direct or indirect owners (collectively with the Investor, the “Investor Persons”) appear identified on (i) the Specially Designated Nationals and Blocked Persons List, U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”); (ii) the Foreign Sanctions Evaders List, OFAC; (iii) the Sectoral Sanctions Identification List, OFAC; (iv) the List of Statutorily Debarred Parties, U.S. Department of State, Directorate of Defense Trade Controls; (v) the Denied Persons List, U.S. Department of Commerce, Bureau of Industry and Security (“BIS”); (vi) the Entity List, BIS; (vii) the Unverified List, BIS; (viii) the consolidated sanctions list of financial sanctions target from the Office of Financial Sanctions Implementation within His Majesty’s Treasury in the United Kingdom (UK); (ix) the consolidated list of persons, groups and entities subject to EU financial sanctions, managed by Directorate-General for Financial Stability, Financial Services and Capital Markets Union as published in the Official Journal of the EU; or (x) any other sanctioned, debarred, or criminal person list maintained by any U.S. or non-U.S. municipal, state, provincial, national government ((i) through (x) inclusive, the “Restricted Party Lists”)?

☐ Yes                       ☐ No

**6. **Is the Investor directly or indirectly owned 50% or more in the aggregate by one or more persons identified on the Restricted Party Lists?

☐ Yes                       ☐ No

**7. **Is the Investor directly or indirectly controlled by one or more persons identified on the Restricted Party Lists?

☐ Yes                       **☐ **No

**8. **Does any Investor Person appear on any sanctioned, debarred, or criminal person list maintained by the European Union, the European Bank for Reconstruction and Development, the Inter-American Development Bank, the World Bank Group, the Asian Development Bank, the African Development Bank Group, the United Nations or any other public international organization?

☐ Yes                       ☐ No

**9. **Is any Investor Person a national or resident of Iran, Cuba, North Korea, Russia, the Crimea Region of the Ukraine, the Donetsk People’s Republic, the Luhansk People’s Republic, or any other country or territory that is subject to comprehensive U.S. trade sanctions?

☐ Yes                       ☐ No

**10. **Is any Investor Person subject to economic or trade sanctions imposed, administered or enforced by (i) the U.S. government, including those administered by OFAC, (ii) the European Union, (iii) the United Kingdom, or (iv) the United Nations Security Council?

☐ Yes                       **☐ **No

If you responded “Yes” to questions 5 through 10, please contact Company Counsel immediately.

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In Witness Whereof, the Investor has executed this Subscription Agreement and Investor Questionnaire as of the date set forth below.

Investor:

Name of Investor

Name of Signatory (For Entity Investors)

Title of Signatory (For Entity Investors)

Signature

Date

**CAPITAL COMMITMENT: **$_____________________

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SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE

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ACCEPTANCE PAGE

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(To Be Completed by the Company)

By its execution of this Acceptance Page, the Company hereby accepts the foregoing subscription on the terms set forth in this Subscription Agreement and Investor Questionnaire either for (a) the Capital Commitment set forth below or (b) if the Capital Commitment below is left blank, the Investor’s Capital Commitment amount shall be as set forth on the Investor’s signature page to this Subscription Agreement and Investor Questionnaire, and by such acceptance binds the Investor to the terms of the SHA and this Subscription Agreement and Investor Questionnaire.

This Subscription Agreement and Investor Questionnaire (this “Agreement”) is entered into by and between Eos SENOLYTIX, INC., a Delaware corporation (the “Company”), and the investor identified on the signature page hereto (the “Investor”) in connection with the Investor’s purchase of a number of shares of Series A Preferred Stock (as defined in the Company’s Certificate of Incorporation, as amended) represented by a price of $17.00 per share (such purchased Series A Preferred Stock, the “Shares”) in the Company.

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In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor and the Company, intending to be bound hereby, hereby agree as follows:

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If the Investor is unable to make either of such representations, the Investor hereby agrees to provide the Company, prior to the Closing, with evidence (including opinions of counsel, if requested) satisfactory in form and substance to the Company relating to the status of the Company under Section 7704 of the Code. Further, if at any time after the Closing the Investor can no longer make either of such representations, the Investor shall promptly notify the Company in writing.

The type of documentation required by the Investor is a function of whether the Investor is a Foreign Person or a United States person. “Foreign Persons” include nonresident aliens, foreign corporations, foreign partnerships, foreign trusts or foreign estates (as each of those terms is defined in the Code and Treasury Regulations). “United States person” has the meaning set forth in Exhibit B. In the case of entities that are disregarded for purposes of U.S. tax law (e.g., fiscally transparent entities with a single owner that have not elected to be taxed as a corporation for U.S. tax purposes), such entities are treated as United States persons or Foreign Persons depending on the residence and status of their owners, rather than on where the disregarded entities are organized. Thus, an investor that is a U.S. disregarded entity with a foreign owner will generally be treated as a Foreign Person and should complete and submit the appropriate Form W-8 based on the owner’s status. An investor that is a foreign disregarded entity with a U.S. owner will generally be treated as a United States person and should complete and submit Form W-9. Please contact the Company if you need additional information.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit A

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Accredited Investor Definition

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**
****Accredited Investor Representation. **The Investor is an “accredited investor” (within the meaning of Rule 501 under the Securities Act), if any of the following are true with respect to the Investor:

2 In calculating the Investor’s “net worth”: (i) the Investor’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the Investor’s primary residence, up to the estimated fair market value of the primary residence at the time of the Closing, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the Closing exceeds the amount outstanding sixty (60) days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the Investor’s primary residence in excess of the estimated fair market value of the primary residence at the time of the Closing shall be included as a liability. In calculating the Investor’s joint net worth with the Investor’s spouse or spousal equivalent, the Investor’s spouse’s or spousal equivalent’s (as applicable) primary residence (if different from the Investor’s own primary residence) and indebtedness secured by such primary residence should be treated in a similar manner.

Exhibit B

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Definitions

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“United States person” shall mean an individual who is a citizen of the United States or a resident alien for U.S. federal income tax purposes; a corporation, an entity taxable as a corporation, or a partnership created or organized in or under the laws of the United States or any state or political subdivision thereof or therein (including the District of Columbia); an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or a trust if (y) a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (z) such trust was in existence on August 20, 1996 and was treated as a domestic trust on August 19, 1996 and such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

“Investments” shall mean any of the following:

“Valued” shall mean either the fair market value or cost of Investments net of the following deductions:

Section 3(c)(1)(A) of the Companies Act:

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“[N]one of the following persons is an investment company …

(1) Any issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons (or, in the case of a qualifying venture capital fund, 250 persons) and which is not making and does not presently propose to make a public offering of its securities … For purposes of this paragraph:

Section 3(c)(7) of the Companies Act:

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“[N]one of the following persons is an investment company …

(7) (A) Any issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at the time propose to make a public offering of such securities. Securities that are owned by persons who received the securities from a qualified purchaser as a gift or bequest, or in a case in which the transfer was caused by legal separation, divorce, death, or other involuntary event, shall be deemed to be owned by a qualified purchaser, subject to such roles, regulations, and orders as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.”

ANNEX I

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SHA Joinder

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[Attached.]

JOINDER AGREEMENT

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Reference is hereby made to the Stockholders’ Agreement, dated as of October 15, 2024 (as amended from time to time, the “Stockholders’ Agreement”), by and between the Stockholders set forth on Schedule A thereto and EOS SENOLYTIX, INC., a Delaware corporation (the “Corporation”). Pursuant to and in accordance with Section 4.01 of the Stockholders’ Agreement, the undersigned hereby agrees that upon execution of this Joinder Agreement, it shall become a party to the Stockholders’ Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Stockholders’ Agreement as though an original party thereto and shall be deemed to be a Stockholder of the Corporation for all purposes thereof.

Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Stockholders’ Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date hereof.

ANNEX II

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IRS Form W-9

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[Attached.]

ANNEX III

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Form of Warrant Agreement

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[Attached.]

WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IF THE ISSUER REQUESTS, AN OPINION SATISFACTORY TO THE ISSUER TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) ARE SUBJECT TO TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN A STOCKHOLDERS’ AGREEMENT, DATED OCTOBER 15, 2024, BY AND AMONG EOS SENOLYTIX, INC. (THE “COMPANY”), ITS STOCKHOLDERS, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE “STOCKHOLDERS’ AGREEMENT”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF THIS WARRANT (OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS HEREOF AND OF SUCH STOCKHOLDERS’ AGREEMENT. A COPY OF THE STOCKHOLDERS’ AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.

Warrant Certificate No.: [NUMBER]

Original Issue Date: [DATE]

FOR VALUE RECEIVED, Eos SENOLYTIX, Inc., a Delaware corporation (the “Company”), hereby certifies that [NAME OF HOLDER] (the “Holder”) is entitled to purchase from the Company [NUMBER] duly authorized, validly issued, fully paid, and nonassessable shares of Common Stock at a purchase price per share of $17.00 (subject to adjustment as provided herein, the “Exercise Price”), all subject to the terms, conditions, and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1 hereof.

This Warrant has been issued pursuant to the terms of that certain Subscription Agreement, dated as of [DATE] (the “Subscription Agreement”), between the Company and the Holder.

1. Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

“Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Warrant.

“Board” means the board of directors of the Issuer.

“Business Day” means any day, except a Saturday, Sunday, or legal holiday on which banking institutions in New York City are authorized or obligated by law or executive order to close.

“Common Stock” means (a) if prior to the Merger, the Class A Common Stock of the Company, par value $0.00001 per share, and any capital stock into which such Common Stock shall have been converted, exchanged, or reclassified following the date hereof or (b) if subsequent to the Merger, the common stock of Parent, par value $0.0001 per share.

“Company” has the meaning set forth in the preamble.

“Exercise Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York City time, on a Business Day, including the receipt by the Issuer of the Exercise Notice, the Warrant, and the Aggregate Exercise Price.

“Exercise Notice” has the meaning set forth in Section 3(a)(i).

“Exercise Period” has the meaning set forth in Section 2.

“Exercise Price” has the meaning set forth in the preamble.

“Fair Market Value” means, as of any particular date, the closing price per share of Common Stock on The Nasdaq Stock Market on the Trading Day immediately preceding such date, as reported on the Nasdaq Global Market (or the Nasdaq Global Select Market or the Nasdaq Capital Market, as applicable); provided, however, that if no closing price is reported for such Trading Day, the Fair Market Value shall be the closing price on the last preceding Trading Day on which a closing price was reported. For purposes of this definition, “Trading Day” means any day on which The Nasdaq Stock Market is open for trading.

“Holder” has the meaning set forth in the preamble.

“Issuer” means (a) prior to the Merger (as defined in the Merger Agreement), the Company, or (b) following the Merger, Parent.

“Merger Agreement” means that certain Agreement and Plan of Merger and Reorganization, dated as of March 26, 2026, by and among Pulmatrix, Inc. (“Parent”), PUOS Merger Sub, Inc., and the Company.

“Original Issue Date” means the date set forth above.

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization, or government or department or agency thereof.

“Securities Act” means the Securities Act of 1933, as amended.

“Stockholders’ Agreement” means that certain Stockholders’ Agreement, dated as of October 15, 2024, by and among the Company and each stockholder from time to time party thereto, as the same may be amended, supplemented, or restated from time to time.

“Subscription Agreement” has the meaning set forth in the Recitals.

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“Warrant Shares” means the shares of Common Stock or other capital stock of the Issuer then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.

2. Term of Warrant. Subject to the terms and conditions hereof, at any time after the date hereof and prior to 5:00 p.m., New York City time, on the tenth (10th) anniversary of the date hereof or, if such day is not a Business Day, on the next preceding Business Day (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all, but not less than all, of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).

3. Exercise of Warrant.

(a) Exercise Procedure. This Warrant may be exercised on any Business Day during the Exercise Period, for all, but not less than all, of the unexercised Warrant Shares, upon:

(i) surrender of this Warrant to the Issuer, at its then principal executive offices, together with an Exercise Notice in the form attached hereto as Annex A (each, an “Exercise Notice”), duly completed and executed; and

(ii) payment to the Issuer of the Aggregate Exercise Price in accordance with Section 3(b).

(b) Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Exercise Notice, by (i) wire transfer of immediately available funds to: (A) if prior to the Merger, the bank account of the Company set forth in Section 2(a) of the Subscription Agreement, or (B) if following the Merger, to a bank account of Parent designated in writing by Parent, or (ii) if following the Merger, by instructing the Issuer to withhold a number of Warrant Shares then-issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price.

(c) Issuance of Warrant Shares. Upon receipt by the Issuer of the Exercise Notice, surrender of this Warrant, and payment of the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Issuer shall issue to the Holder, and reflect on its books and records the issuance of, the Warrant Shares. The Warrant Shares shall be evidenced by a book-entry system maintained by the Issuer or a registrar for the Issuer, and the Issuer shall, as promptly as practicable following the Exercise Date, deliver or cause to be delivered to the Holder a written confirmation or book-entry statement evidencing the Warrant Shares so issued. In the event that the Issuer certificates the Warrant Shares, it shall, at such time, deliver certificates representing the Warrant Shares to the Holder, bearing the legend set forth in Section 10(a) and any other legend required by applicable law or the Stockholders’ Agreement. This Warrant shall be deemed to have been exercised and such Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

(d) Fractional Shares. The Issuer shall not be required to issue a fractional Warrant Share upon exercise of any Warrant, and such fraction of a Warrant Share shall be cancelled for no consideration.

(e) Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the Company hereby represents, covenants, and agrees:

(i) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(ii) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, validly issued, fully paid, and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens, and charges (except for those arising under the organizational documents of the Issuer, including the Stockholders’ Agreement prior to the Merger, or under applicable securities laws).

(iii) The Issuer shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Issuer shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Issuer the amount of any such tax, or has established to the satisfaction of the Issuer that such tax has been paid.

(f) Reservation of Shares. During the Exercise Period, the Issuer shall at all times reserve and keep available out of its authorized but unissued Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The Issuer shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, and shall take all such actions as may be necessary or appropriate in order that the Issuer may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

4. Adjustment to Exercise Price and Number of Warrant Shares. In order to prevent dilution of the purchase rights granted under this Warrant, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments pursuant to this Section 4).

(a) Adjustment to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Issuer shall, at any time or from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common Stock or any other capital stock of the Issuer payable in shares of the Issuer, (ii) subdivide (by any stock split, recapitalization, or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to any such dividend, distribution, or subdivision shall be proportionately reduced and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately increased, or (iii) combine (by combination, reverse stock split, or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately decreased. Any adjustment under this Section 4(a) shall become effective at the close of business on the date the dividend, subdivision, or combination becomes effective.

(b) Adjustment to Exercise Price and Warrant Shares Upon Reorganization, Reclassification, Consolidation, or Merger. Except with respect to the Merger, in the event of any (i) capital reorganization of the Issuer, (ii) reclassification of the stock of the Issuer (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up, or combination of shares), (iii) consolidation or merger of the Issuer with or into another Person, (iv) sale of all or substantially all of the Issuer’s assets to another Person or (v) other similar transaction (other than any such transaction covered by Section 4(a)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities, or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale, or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Issuer or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale, or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale, or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of Section 4 shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities, or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any consolidation, merger, sale, or similar transaction in which the successor or purchasing Person is other than the Issuer, an immediate adjustment in the Exercise Price to the value per share for the Common Stock reflected by the terms of such consolidation, merger, sale, or similar transaction, and a corresponding immediate adjustment to the number of Warrant Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale, or similar transaction). The provisions of this Section 4(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, or similar transactions. Except with respect to the Merger, the Issuer shall not effect any such reorganization, reclassification, consolidation, merger, sale, or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Issuer) resulting from such reorganization, reclassification, consolidation, merger, sale, or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities, or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant.

(c) Upon the effectiveness of the Merger as set forth in the Merger Agreement, the number of Warrant Shares issuable hereunder and the Exercise Price shall be adjusted as set forth in the Merger Agreement, and this Warrant shall be assumed by Parent.

(d) Certificate as to Adjustment.

(i) As promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than twenty (20) Business Days thereafter, the Issuer shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii) As promptly as reasonably practicable following the receipt by the Issuer of a written request by the Holder, but in any event not later than twenty (20) Business Days thereafter, the Issuer shall furnish to the Holder a certificate of an executive officer certifying the Exercise Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of stock, securities, or assets then issuable upon exercise of the Warrant.

(e) Notices. In the event:

(i) that the Issuer shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security;

(ii) of any capital reorganization of the Issuer, any reclassification of the Common Stock of the Issuer, any consolidation or merger of the Issuer with or into another Person, or any sale of all or substantially all of the Issuer’s assets to another Person; or

(iii) of the voluntary or involuntary dissolution, liquidation, or winding-up of the Issuer;

then, and in each such case, the Issuer shall send or cause to be sent to the Holder at least five (5) Business Days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent, or other right or action, and a description of such dividend, distribution, or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Issuer shall close or a record shall be taken with respect to which holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.

5. Stockholders’ Agreement. If this Warrant is exercised prior to the Merger, this Warrant and all Warrant Shares issuable upon exercise of this Warrant are and shall become subject to, and have the benefit of, the Stockholders’ Agreement, and the Holder shall be required, for so long as the Holder holds this Warrant or any Warrant Shares, to become and remain a party to the Stockholders’ Agreement.

6. Transfer of Warrant. This Warrant and all rights hereunder are not transferable or assignable, absent the prior written consent of the Issuer (which may be withheld or conditioned in the Issuer’s sole discretion).

7. Holder Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein or in the Stockholders’ Agreement, prior to the issuance to the Holder of Warrant Shares in accordance with Section 3(c), the Holder shall not be entitled to vote or receive dividends with respect to, or be deemed the holder of, such Warrant Shares for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Issuer or any right to vote, give, or withhold consent to any corporate action (whether any reorganization, issuance of stock, reclassification of stock, consolidation, merger, conveyance, or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Issuer, whether such liabilities are asserted by the Issuer or by creditors of the Issuer.

8. Replacement on Loss. Upon receipt of evidence reasonably satisfactory to the Issuer of the loss, theft, destruction, or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Issuer, the Issuer at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated, or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Issuer for cancellation.

9. No Impairment. Except with respect to, in connection with, or in furtherance of the Merger Agreement or the transactions thereunder (including the Merger), the Issuer shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue 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 it hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of action as may reasonably be requested by the Holder in order to protect the exercise rights of the Holder hereunder, consistent with the tenor and purpose of this Warrant.

10. Compliance with the Securities Act.

(a) Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 9 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell, or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:

“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IF THE ISSUER REQUESTS, AN OPINION SATISFACTORY TO THE ISSUER TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) ARE SUBJECT TO TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN A STOCKHOLDERS’ AGREEMENT, DATED OCTOBER 15, 2024, BY AND AMONG EOS SENOLYTIX, INC. (THE “COMPANY”), ITS STOCKHOLDERS, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE “STOCKHOLDERS’ AGREEMENT”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF THIS WARRANT (OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS HEREOF AND OF SUCH STOCKHOLDERS’ AGREEMENT. A COPY OF THE STOCKHOLDERS’ AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON REQUEST.”

(b) Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Issuer by acceptance of this Warrant as follows:

(i) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Issuer in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Issuer regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects, and financial condition of the Issuer.

(iv) The Holder hereby incorporates by reference, mutatis mutandis, each of the representations and warranties of the Investor set forth in Section 9 of the Subscription Agreement, and such representations and warranties shall be deemed made by the Holder hereunder as of the date hereof and as of each Exercise Date as if set forth herein in full.

11. Warrant Register. The Issuer shall keep and properly maintain at its principal executive offices books for the registration of the Warrant and any transfers thereof (if permitted by applicable law, the terms of the Stockholders’ Agreement, and this Warrant). The Issuer may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Issuer shall not be affected by any notice to the contrary, except any assignment, division, combination, or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

12. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document if sent during normal business hours of the recipient (with confirmation of transmission if the Issuer is the recipient), and on the next Business Day if sent after normal business hours of the recipient, provided in each case that there is no bounce-back email or other automatic indication of nonreceipt of such email; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12).

If to the Issuer:

With a copy (which shall not constitute notice) to:

If to the Holder:

to the address or email address set forth in the Investor Questionnaire portion of the Subscription Agreement.

13. Cumulative Remedies. Except to the extent expressly provided in Section 7 to the contrary, the rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

14. Equitable Relief. Each of the Issuer and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction.

15. Entire Agreement. This Warrant, together with the Stockholders’ Agreement and the Subscription Agreement, constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Warrant and the statements in the Stockholders’ Agreement or the Subscription Agreement, the statements in the body of this Warrant shall control.

16. Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Such successors and permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder. Notwithstanding the foregoing, this Warrant is not transferable or assignable by the Holder, and any assignment or transfer in violation of this Warrant, the Subscription Agreement or the Stockholders’ Agreement shall be null and void.

17. No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Issuer and the Holder and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Warrant.

18. Interpretation. For purposes of this Warrant and unless the context otherwise requires, (a) the words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”, (b) the word “or” is not exclusive, and (c) the words “herein”, “hereof”, “hereby”, “hereto”, and “hereunder” refer to this Warrant as a whole. All references to “$” means the lawful currency of the United States of America. Whenever the singular is used in this Warrant, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

19. Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by the Issuer or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

20. Severability. If any term or provision of this Warrant is held to be invalid, illegal or unenforceable under applicable law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Warrant so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

21. Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

22. Submission to Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Warrant or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in the United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Warrant shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. Service of process, summons, notice or other document by registered mail to the address set forth in Section 12 shall be effective service of process for any suit, action or other proceeding brought in any such court.

23. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

24. Counterparts. This Warrant may be executed in counterparts (including by means of email, facsimile, transmission of .PDF pages, DocuSign or other electronic means), each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.

[signature page follows]

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.

[Signature Page to Warrant]

ANNEX A

** **

Form of Exercise Notice

To: [Eos SENOLYTIX, Inc.]

1. The undersigned is the Holder of Warrant Certificate No. [___] (the “Warrant”) issued by [Eos SENOLYTIX, Inc.], a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Warrant.

2. The undersigned hereby irrevocably exercises its right to purchase all of the Warrant Shares for an Aggregate Exercise Price of $[___] pursuant to the terms of the Warrant, and tenders herewith (to the extent applicable) payment of the Aggregate Exercise Price for said Warrant Shares.

3. The undersigned hereby elects to pay the Aggregate Exercise Price in the following form(s) (check and complete as appropriate):

________ On a cash basis by wire transfer of immediately available funds as set forth in Section 3(b)(i) of the Warrant.

________ On a net basis, by reduction in the number of Warrant Shares otherwise issuable pursuant to this Warrant Exercise Notice by the number of Warrant Shares with an aggregate Fair Market Value as of the Exercise Date as set forth and in accordance with Section 3(b)(ii) of the Warrant.

4. Please issue in book-entry form the Warrant Shares purchased pursuant hereto in the name of the undersigned:

Name: ___________________________

Address: _________________________

_________________________________

5. By its execution and delivery of this Warrant Exercise Notice, the undersigned hereby restates each of the representations and warranties in Section 10(b) of the Warrant as of the date hereof.