TERM SHEET: WARRANT TO PURCHASE PREFERRED STOCK

ISSUER: ERTHOS, INC.

HOLDER: PACIFIC SEQUOIA HOLDINGS, LLC

DATE: SEPTEMBER 30, 2026

1. PRELIMINARY STATEMENT & CONTEXT

This Term Sheet summarizes the principal terms and conditions of a warrant to purchase shares of Preferred Stock of Erthos, Inc. (the "Company") to be issued to Pacific Sequoia Holdings, LLC ("PSH" or the "Holder") as additional consideration in connection with the $38,000,000 Tranche B construction loan facility provided by PSH to ErthCap DevCo LLC for Project Bravo under the Credit Agreement described herein.

This Term Sheet is intended for discussion, structuring, and definitive documentation purposes and reflects the agreed commercial terms between Jim Tyler (on behalf of Erthos, Inc. and its affiliates) and Ion Yadigaroglu (on behalf of PSH). Except for provisions relating to confidentiality and expenses (if applicable), this Term Sheet is non-binding; the definitive rights, preferences, and obligations of the parties shall be governed solely by the definitive Warrant Agreement approved by the Board of Directors of the Company and executed by the parties.

2. SUMMARY OF PRINCIPAL TERMS

2.1 Parties and Financing Context

• Issuer: Erthos, Inc., a Delaware corporation (the "Company", ultimate parent entity).
• Holder / Grantee: Pacific Sequoia Holdings, LLC, a Delaware limited liability company ("PSH" or "Holder").
• Borrower under Credit Agreement: ErthCap DevCo LLC, a Delaware limited liability company wholly owned by Erthos Capital, LLC, a direct subsidiary of the Company.
• Financing Facility: Credit Agreement dated as of April 17, 2025, by and between Borrower and PSH, as amended by Amendment No. 1 dated February 5, 2026 (commitment increased to $38.5M) and Amendment No. 2 dated June 1, 2026 (aggregate commitment increased to $76.5M, establishing Tranche A at $38.5M at 10.00% per annum and Tranche B at $38.0M at 12.00% per annum) (as so amended, the "Credit Agreement").
• Consideration: Issued as equity consideration and commitment inducement for PSH agreeing to provide the $38,000,000 Tranche B construction loan facility under Amendment No. 2 to finance the construction, commissioning, and commercial operation of Project Bravo (owned by Industrial Bravo Project LLC).

2.2 Equity Value Coverage & Underlying Instrument

• Warrant Coverage: Twelve percent (12.00%) of the $38,000,000 Tranche B facility commitment, representing an aggregate equity coverage value of $4,560,000.00 (the "Aggregate Equity Value") (discussed between Jim Tyler and Ion Yadigaroglu as approximately $4.6 million in Erthos equity value).
• Instrument Type: Fully vested, ten-year Penny Warrant ($0.01 per share exercise price) exercisable for shares of Preferred Stock of the Company.
• Underlying Security: Preferred Stock of Erthos, Inc., structured as follows:
• Primary Security (Series C): Shares of the Company's Series C Preferred Stock (or such series of Preferred Stock issued in the Company's next bona fide equity financing round resulting in gross proceeds to the Company of at least $15,000,000, a "Next Qualified Financing").
• Fallback Security (Senior Preferred): If the Warrant is exercised prior to the closing of a Next Qualified Financing (or if no such closing occurs on or prior to December 31, 2027), the underlying security shall be shares of the Company's most senior authorized and issued series of Preferred Stock existing as of the date of exercise (e.g., Series B Preferred Stock), or such other class or series of capital stock as determined in good faith by the Board of Directors of the Company to represent equivalent economic and structural priority.

2.3 Share Determination Formula

• Number of Warrant Shares: The total number of shares of Preferred Stock issuable upon exercise of the Warrant (the "Warrant Shares") shall be calculated as:

• Applicable Per Share Price Defined:
• Series C Preferred Stock: The lowest per-share cash purchase price paid by new cash investors in the initial closing of the Next Qualified Financing; or
• Series B Preferred Stock (Fallback): The original issue price per share of the Company's Series B Preferred Stock as set forth in the Company's Certificate of Incorporation (as adjusted for stock splits, recapitalizations, or reclassifications); provided, that if the Board determines in good faith that such original issue price does not reasonably reflect the fair market value of such shares as of the Original Issue Date, the Applicable Per Share Price shall be the fair market value per share of Series B Preferred Stock as determined in good faith by the Board, supported by an independent third-party valuation (e.g., Section 409A valuation or independent appraisal).

2.4 Exercise Terms & Mechanics

• Exercise Price: $0.01 per share (the "Penny Strike"), subject to equitable adjustment for stock splits, combinations, reorganizations, or recapitalizations.
• Vesting: 100% fully vested as of the date of original issuance.
• Term / Expiration: Ten (10) years from the date of issuance (the "Expiration Date"), expiring at 5:00 p.m. Pacific Time on the tenth anniversary, subject to earlier termination upon an unassumed Acquisition or Deemed Liquidation Event as described below.
• Manner of Exercise: Exercisable in whole or in part at any time and from time to time prior to expiration at the election of Holder by either:
• Cash Exercise: Delivery of written Notice of Exercise together with payment of the aggregate Exercise Price ($0.01 per share exercised) via wire transfer of immediately available funds; or
• Net Exercise / Cashless Exercise: Election to receive Warrant Shares net of the aggregate Exercise Price, calculated according to the customary cashless exercise formula:

Where:

• $X$ = Net number of Warrant Shares issued to Holder;
• $Y$ = Number of Warrant Shares with respect to which the Warrant is being exercised;
• $A$ = Fair Market Value of one Warrant Share as of the exercise date; and
• $B$ = Exercise Price ($0.01 per share).

• Fractional Shares: No fractional shares shall be issued. In lieu thereof, the Company shall pay a cash amount equal to such fraction multiplied by the then-current Fair Market Value per share.
• Share Delivery: Within three (3) business days following receipt of the Notice of Exercise and Exercise Price (or cashless exercise election), the Company shall deliver DRS book-entry statements or physical certificates representing the Warrant Shares.

2.5 Treatment upon Deemed Liquidation Event / Acquisition

• Advance Notice: The Company shall provide PSH with at least twenty (20) business days' prior written notice of the anticipated closing of any Acquisition, Change of Control, consolidation, merger, or Deemed Liquidation Event (as defined in the Company's Certificate of Incorporation).
• Right to Exercise: PSH shall have the right to exercise the Warrant prior to, or contingent upon, the closing of such transaction.
• Automatic Cashless Conversion: To the extent not exercised prior to closing, the Warrant shall either be assumed by the surviving or acquiring entity (with equivalent value and terms) or, if not assumed, automatically converted via cashless exercise immediately prior to the effective time of the transaction, entitling PSH to receive the same transaction consideration per share payable to holders of the underlying Preferred Stock, less the nominal Exercise Price.

2.6 Structural Intent & Governance Impact

• Non-Voting Equity Upside: The Warrant is structured intentionally as a penny warrant ($0.01 strike) to provide PSH with the agreed $4.56M equity upside in consideration of the financing without triggering immediate voting rights, shareholder agreements, board representation, or cap table administration prior to exercise.
• No Stockholder Rights Prior to Exercise: Prior to exercise, the Warrant shall not confer upon PSH any voting rights, dividend rights (except anti-dilution protections for extraordinary distributions), or other rights as a stockholder of the Company.

2.7 Anti-Dilution & Adjustments

• Structural Anti-Dilution: Customary proportional adjustments to the number of Warrant Shares and Exercise Price in the event of stock splits, combinations, stock dividends, reclassifications, recapitalizations, or reorganizations.
• Extraordinary Distributions: If the Company declares or makes any distribution of cash, indebtedness, or assets to holders of Preferred Stock, PSH shall be entitled upon exercise to receive such distributed property as if it had exercised immediately prior to the record date for such distribution.

2.8 Information & Registration Rights

• Registration Rights: PSH shall be granted customary piggyback registration rights pari passu with the rights granted to major preferred stock investors in the Company's Investor Rights Agreement for the Warrant Shares and any Common Stock issuable upon conversion of the Warrant Shares.
• Information Rights: For so long as the Warrant remains outstanding and unexercised, PSH shall receive:
• Unaudited quarterly financial statements within 45 days after the end of each fiscal quarter;
• Audited annual financial statements within 120 days after the end of each fiscal year; and
• Notice of material corporate actions, record dates, dividend declarations, proposed equity financings, and shareholder meetings at least 15 business days in advance.

2.9 Transfer Restrictions

• Affiliate Transfers: The Warrant and all rights hereunder may be assigned or transferred in whole or in part without the Company's consent to any affiliate of PSH or funds/vehicles managed by or under common control with PSH or its principals (including Capricorn Investment Group entities), subject to compliance with federal and state securities laws.
• Third-Party Transfers: Any other transfer shall require the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed.
• Securities Law Compliance: Private placement restrictions under Regulation D / Section 4(a)(2) of the Securities Act; standard 1933 Act restrictive legends.

2.10 Tax & Accounting Treatment

• Investment Unit Characterization: Under Internal Revenue Code § 1273(c)(2) and Treasury Regulation § 1.1273-2(h), the Tranche B Loan and the Warrant constitute an "investment unit." The aggregate issue price of the investment unit shall be allocated between the debt instrument (Tranche B Loan) and the Warrant based on their relative fair market values.
• Debt Discount / OID: The amount allocated to the Warrant will be treated as an original issue discount ("OID") or debt discount with respect to the Tranche B Loan for tax and financial accounting (GAAP) purposes, amortized over the remaining term of the loan facility.
• Consistent Reporting: The Company and PSH agree to report the transaction consistently for all tax and accounting purposes.

2.11 Governing Law & Approvals

• Governing Law: State of Delaware, with exclusive jurisdiction in the Delaware Court of Chancery (or federal/state courts in Wilmington, Delaware).
• Conditions Precedent to Issuance:
• Approval and formal adoption of board resolutions by the Board of Directors of Erthos, Inc. authorizing the issuance of the Warrant, execution of the Warrant Agreement, and reservation of underlying shares;
• Requisite stockholder consents or waivers of preemptive rights / rights of first offer under existing investor rights agreements;
• Execution of definitive legal documentation prepared by outside company counsel.

3. SIGNATURE AND ACKNOWLEDGMENT

IN WITNESS WHEREOF, the parties hereto have caused this Term Sheet to be executed by their duly authorized representatives as of September 30, 2026.

PREFERRED STOCK PURCHASE WARRANT

WARRANT TO PURCHASE PREFERRED STOCK OF ERTHOS, INC.

Warrant No.: PSH-2026-01

Original Issue Date: September 30, 2026

Aggregate Equity Value Coverage: $4,560,000.00

Initial Exercise Price Per Share: $0.01 (subject to adjustment herein)

Expiration Date: September 30, 2036 (subject to Section 2.5)

PREAMBLE & RECITALS

FOR VALUE RECEIVED, ERTHOS, INC., a Delaware corporation (the "Company"), hereby certifies that PACIFIC SEQUOIA HOLDINGS, LLC, a Delaware limited liability company, or its registered assigns (the "Holder" or "PSH"), is entitled to purchase from the Company, at any time and from time to time on or after the Original Issue Date and prior to 5:00 p.m. Pacific Time on the Expiration Date, the number of fully paid and non-assessable Warrant Shares (as defined below) at the Exercise Price (as defined below), all subject to the terms, conditions, and adjustments set forth in this Warrant to Purchase Preferred Stock (this "Warrant").

RECITALS

WHEREAS, ErthCap DevCo LLC, a Delaware limited liability company wholly owned by Erthos Capital, LLC, a subsidiary of the Company (the "Borrower"), and Holder entered into that certain Credit Agreement, dated as of April 17, 2025, providing for an original credit facility of up to $30,000,000 to finance Project Bravo (owned by Industrial Bravo Project LLC);

WHEREAS, the Borrower and Holder entered into Amendment No. 1 to Credit Agreement, dated as of February 5, 2026, increasing the total loan commitment under the facility to $38,500,000;

WHEREAS, the Borrower and Holder entered into Amendment No. 2 to Credit Agreement, dated as of June 1, 2026 ("Amendment No. 2"), pursuant to which the aggregate loan commitment was increased to up to $76,500,000, structured into Tranche A (up to $38,500,000 bearing interest at 10.00% per annum) and Tranche B (up to $38,000,000 bearing interest at 12.00% per annum);

WHEREAS, in consideration of Holder providing the $38,000,000 Tranche B construction financing commitment under Amendment No. 2 for the construction and completion of Project Bravo, the Company agreed to issue to Holder an equity purchase warrant representing twelve percent (12.00%) warrant coverage on such Tranche B facility commitment, equal to an aggregate equity value coverage of Four Million Five Hundred Sixty Thousand Dollars ($4,560,000.00) (the "Aggregate Equity Value"); and

WHEREAS, the Board of Directors of the Company (the "Board") has approved the issuance of this Warrant to Holder as an inducement and equity consideration for such financing, and has determined that the issuance of this Warrant is fair, advisable, and in the best interests of the Company and its stockholders.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Holder agree as follows:

SECTION 1. ISSUANCE AND NUMBER OF SHARES

1.1 Underlying Security

The shares of capital stock of the Company issuable upon the exercise of this Warrant (the "Warrant Shares") shall be shares of the Company's Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), determined as follows:

(a) Next Qualified Financing. If, prior to the exercise of this Warrant, the Company consummates an equity financing round in which it issues and sells shares of a new series of Preferred Stock (designated as "Series C Preferred Stock", or such other series designation) to third-party cash investors with aggregate gross proceeds to the Company of at least Fifteen Million Dollars ($15,000,000) (a "Next Qualified Financing"), then the Warrant Shares shall consist of validly authorized, unissued, and fully paid shares of such Series C Preferred Stock.

(b) Senior Preferred Fallback. If this Warrant is exercised prior to the initial closing of a Next Qualified Financing, or if no Next Qualified Financing is consummated on or prior to December 31, 2027, then the Warrant Shares shall consist of validly authorized, unissued, and fully paid shares of the most senior class or series of Preferred Stock of the Company authorized and issued as of the date of exercise (e.g., the Company's Series B Preferred Stock), or such other class or series of capital stock as determined in good faith by the Board to reflect equivalent economic rights and liquidation preferences.

1.2 Number of Warrant Shares

The total number of Warrant Shares for which this Warrant is exercisable (subject to adjustment pursuant to Section 4 hereof) shall be the integer quotient obtained by dividing the Aggregate Equity Value by the Applicable Per Share Price:

Where:

(a) "Aggregate Equity Value" means Four Million Five Hundred Sixty Thousand Dollars ($4,560,000.00).

(b) "Applicable Per Share Price" means:

(i) In the event the Warrant Shares consist of Series C Preferred Stock under Section 1.1(a), the lowest per-share purchase price paid in cash by investors purchasing Series C Preferred Stock in the initial closing of the Next Qualified Financing; or

(ii) In the event the Warrant Shares consist of Series B Preferred Stock under Section 1.1(b), the original issue price per share of the Company's Series B Preferred Stock as established in the Company's Certificate of Incorporation (as adjusted for stock splits, stock combinations, recapitalizations, and the like); provided, however, that if the Board determines in good faith that such original issue price does not reasonably reflect the fair market value of such shares as of the Original Issue Date, the Applicable Per Share Price shall be the fair market value per share of Series B Preferred Stock as determined in good faith by the Board, supported by an independent Section 409A valuation or equivalent independent appraisal.

1.3 Exercise Price

The exercise price per Warrant Share shall be $0.01 (the "Exercise Price"), subject to adjustment as set forth in Section 4.

1.4 Immediate Vesting

This Warrant is fully vested and non-forfeitable as of the Original Issue Date.

SECTION 2. EXERCISE MECHANICS

2.1 Manner of Exercise

This Warrant may be exercised by the Holder, in whole or in part, at any time and from time to time on or after the Original Issue Date and prior to 5:00 p.m. Pacific Time on the Expiration Date, by delivering to the Company at its principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the Holder):

(a) A completed and duly executed Notice of Exercise substantially in the form attached hereto as Exhibit A;

(b) This original Warrant (or, if lost, stolen, or destroyed, an Affidavit of Loss and customary indemnity agreement pursuant to Section 6.3); and

(c) Payment of the aggregate Exercise Price for the number of Warrant Shares being purchased, either by:

(i) Cash Exercise: Cash, certified or cashier's check, or wire transfer of immediately available funds to an account designated in writing by the Company; or

(ii) Net Exercise: Election of the cashless/net exercise feature described in Section 2.2 below.

2.2 Net Exercise / Cashless Exercise

In lieu of paying the aggregate Exercise Price in cash pursuant to Section 2.1(c)(i), the Holder may elect to exercise this Warrant on a net/cashless basis with respect to all or any portion of the Warrant Shares, in which event the Company shall issue to the Holder that number of fully paid and non-assessable Warrant Shares computed using the following formula:

Where:

• $X$ = The net number of Warrant Shares to be issued to the Holder;
• $Y$ = The total number of Warrant Shares with respect to which this Warrant is being exercised;
• $A$ = The Fair Market Value (as defined in Section 2.3) of one Warrant Share as of the date of exercise; and
• $B$ = The Exercise Price per Warrant Share ($0.01 per share, as adjusted).

A form of Net Exercise Calculation is attached hereto as Exhibit B.

2.3 Fair Market Value Determination

For purposes of Section 2.2 and Section 5, the "Fair Market Value" of one Warrant Share shall be determined as follows:

(a) Public Market: If the underlying security (or Common Stock into which it is convertible) is traded on a national securities exchange or over-the-counter market, the Fair Market Value shall be the average of the closing prices of such security on such exchange over the ten (10) consecutive trading days immediately preceding the date of exercise.

(b) Acquisition / Liquidation: If the exercise is made in connection with an Acquisition, Deemed Liquidation Event, or Change of Control of the Company, the Fair Market Value shall be the per-share value of the consideration received or receivable by holders of such class or series of Preferred Stock in such transaction.

(c) Private Company Valuation: In all other cases, the Fair Market Value shall be determined in good faith by the Board; provided that if the Holder disagrees with such Board determination within ten (10) business days of receiving written notice thereof, the Company and Holder shall mutually select an independent nationally recognized valuation or accounting firm to determine the Fair Market Value, the costs of which shall be borne equally by the Company and the Holder.

2.4 Delivery of Shares and Certificates

Within three (3) business days following the delivery of the Notice of Exercise and compliance with Section 2.1 (the "Share Delivery Date"), the Company shall:

(a) Issue and deliver to the Holder, or to such name or names as the Holder may direct, a certificate or book-entry DRS statement representing the aggregate number of Warrant Shares to which the Holder is entitled; and

(b) In the event of a partial exercise, deliver to the Holder a new Warrant representing the unexercised portion of the Warrant Shares, in identical form and dated as of the Original Issue Date.

Upon delivery of the Notice of Exercise and payment of the Exercise Price (or election of Net Exercise), the Holder shall be deemed to have become the holder of record of the Warrant Shares represented by such exercise for all corporate and voting purposes, notwithstanding that the stock register or transfer books of the Company may then be closed or that certificates or book-entry statements representing such Warrant Shares have not yet been physically delivered.

2.5 Treatment upon Deemed Liquidation Event / Acquisition

(a) Notice Requirement. The Company shall provide the Holder with written notice of any proposed Acquisition, Change of Control, merger, consolidation, sale of substantially all assets, or Deemed Liquidation Event (as defined in the Company's Certificate of Incorporation) at least twenty (20) business days prior to the anticipated closing date of such transaction.

(b) Exercise or Assumption. In connection with any such transaction, the Holder shall have the right, but not the obligation, to exercise this Warrant (including via Net Exercise) effective immediately prior to, and contingent upon, the consummation of such transaction.

(c) Automatic Cashless Conversion. To the extent this Warrant is neither exercised nor assumed by the acquiring or surviving entity pursuant to Section 4.2 upon the consummation of such transaction, this Warrant shall be deemed automatically exercised pursuant to the Net Exercise provisions of Section 2.2 immediately prior to the effective time of such transaction, and the Holder shall participate in the distribution of transaction proceeds pari passu with other holders of the underlying Preferred Stock.

SECTION 3. COVENANTS OF THE COMPANY

3.1 Reservation of Shares

The Company covenants and agrees that it will at all times reserve and keep available out of its authorized and unissued capital stock, solely for the purpose of issuance upon the exercise of this Warrant:

(a) A sufficient number of shares of Preferred Stock to provide for the full exercise of this Warrant; and

(b) A sufficient number of shares of Common Stock to provide for the conversion of all such shares of Preferred Stock into Common Stock in accordance with the Company's Certificate of Incorporation.

3.2 Valid Issuance; Non-Assessable

The Company covenants and agrees that all Warrant Shares issued upon the proper exercise of this Warrant, and all shares of Common Stock issued upon the conversion of such Warrant Shares, will, upon issuance in accordance with the terms hereof, be:

(a) Duly authorized, validly issued, fully paid, and non-assessable;

(b) Free from all preemptive rights, taxes, liens, charges, and encumbrances with respect to the issuance thereof (other than restrictions under applicable federal and state securities laws and agreements to which the Holder is a party); and

(c) Issued in compliance with all applicable federal and state securities laws.

3.3 Corporate Status and Approvals

The Company represents and warrants that:

(a) It is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware;

(b) It has the requisite corporate power and authority to execute, deliver, and perform its obligations under this Warrant; and

(c) The execution, delivery, and performance of this Warrant have been duly authorized by all necessary corporate and stockholder action on the part of the Company.

SECTION 4. ADJUSTMENTS AND ANTI-DILUTION

4.1 Stock Splits, Combinations, and Stock Dividends

If the Company shall at any time or from time to time after the Original Issue Date:

(a) Subdivide, split, or redivide its outstanding shares of Preferred Stock into a greater number of shares;

(b) Combine, reverse-split, or consolidate its outstanding shares of Preferred Stock into a smaller number of shares; or

(c) Pay a dividend or make a distribution to holders of Preferred Stock payable in shares of Preferred Stock or other capital stock;

then, and in each such case:

(i) The number of Warrant Shares issuable upon the exercise of this Warrant shall be proportionately increased (in the case of a subdivision or stock dividend) or decreased (in the case of a combination) to equal the number of shares that the Holder would have owned or been entitled to receive had this Warrant been exercised immediately prior to the effective date or record date of such event; and

(ii) The Exercise Price per share shall be adjusted to equal the product of the Exercise Price immediately prior to such event multiplied by a fraction, the numerator of which is the number of Warrant Shares issuable immediately prior to such event and the denominator of which is the number of Warrant Shares issuable immediately after such event.

4.2 Reorganizations, Reclassifications, and Mergers

If the Company shall at any time or from time to time after the Original Issue Date effect any capital reorganization, reclassification of shares of its capital stock (other than a subdivision, combination, or stock dividend covered by Section 4.1), statutory share exchange, consolidation, merger, or sale of all or substantially all of its assets, then lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon exercise of this Warrant, in lieu of or in addition to the Warrant Shares immediately theretofore purchasable and receivable, the kind and amount of shares of stock, other securities, cash, or property receivable upon such reorganization, reclassification, exchange, consolidation, merger, or sale by a holder of the number of Warrant Shares that would have been received had this Warrant been exercised immediately prior to such event. The provisions of this Section 4.2 shall similarly apply to successive reorganizations, reclassifications, exchanges, consolidations, mergers, or asset sales.

4.3 Distributions of Assets, Debt, or Cash

If the Company shall at any time or from time to time declare or make any distribution of cash, indebtedness, securities, or other property to holders of its Preferred Stock (excluding regular cash dividends paid out of surplus or retained earnings and stock dividends covered by Section 4.1), then the Holder shall be entitled, upon exercise of this Warrant, to receive, in addition to the Warrant Shares, the cash, indebtedness, securities, or property that the Holder would have been entitled to receive had the Holder exercised this Warrant immediately prior to the record date for such distribution.

4.4 Certificate as to Adjustments

Upon the occurrence of each adjustment or readjustment of the Exercise Price or the number of Warrant Shares pursuant to this Section 4, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company setting forth:

(a) Such adjustment or readjustment;

(b) The method of calculation and factual basis therefor; and

(c) The Exercise Price and the number of Warrant Shares in effect immediately after such adjustment or readjustment.

SECTION 5. FRACTIONAL SHARES

The Company shall not be required to issue fractional shares of Preferred Stock upon the exercise of this Warrant. If any fraction of a share would be issuable upon the exercise of this Warrant (or specified portion thereof), the Company shall, in lieu of issuing such fractional share, pay to the Holder an amount in cash equal to such fraction multiplied by the Fair Market Value per share of such Preferred Stock on the date of exercise.

SECTION 6. TRANSFER AND EXCHANGE

6.1 Securities Law Compliance; Legends

(a) The Holder understands and acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act, and agrees not to sell, transfer, pledge, or hypothecate this Warrant or any Warrant Shares except in compliance with the Securities Act and applicable state securities laws.

(b) Each certificate or book-entry statement representing the Warrant Shares shall bear substantially the following legend (in addition to any legends required by applicable state securities laws or investor rights agreements):

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’), OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

6.2 Permitted Transfers

(a) Affiliate Transfers. The Holder may at any time, without the consent of the Company, assign or transfer all or any portion of this Warrant, and all rights and obligations hereunder, to:

(i) Any affiliate of Holder;

(ii) Any investment fund, partnership, or vehicle managed by or under common control or management with Holder, Capricorn Investment Group, or their respective affiliates; or

(iii) Any partner, member, stockholder, or beneficiary of Holder or its affiliates upon liquidation or distribution;

provided that such transferee executes a written instrument agreeing to be bound by the terms and conditions of this Warrant and provides customary representations regarding accredited investor status.

(b) Third-Party Transfers. Any transfer of this Warrant to a non-affiliate third party shall require the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed.

(c) Mechanics of Transfer. Upon surrender of this Warrant at the principal office of the Company, accompanied by a duly executed assignment form and payment of any applicable transfer taxes, the Company shall execute and deliver a new Warrant or Warrants of like tenor in the name of the transferee.

6.3 Replacement of Warrant

Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of loss, theft, or destruction, upon receipt of an indemnity agreement reasonably satisfactory to the Company (without the requirement of posting a bond, unless required by Delaware law), or, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver to the Holder a new Warrant of like tenor and date.

SECTION 7. NOTICES AND INFORMATION RIGHTS

7.1 Notice of Corporate Actions

In case the Company shall propose at any time:

(a) To declare any dividend or distribution upon its capital stock, whether in cash, property, stock, or other securities;

(b) To offer for subscription or sale to the holders of any class or series of its capital stock any additional shares, options, warrants, or other convertible securities;

(c) To effect any capital reorganization, reclassification, recapitalization, merger, consolidation, share exchange, or sale of all or substantially all of its assets;

(d) To consummate a Next Qualified Financing, initial public offering (IPO), or Deemed Liquidation Event; or

(e) To effect a voluntary or involuntary dissolution, liquidation, or winding up;

then, in each such case, the Company shall cause to be mailed to the Holder at least fifteen (15) business days (or twenty (20) business days in the case of an event under clause (c) or (d)) prior to the applicable record date, effective date, or anticipated closing date, a notice specifying such date and describing the material terms and conditions of the proposed transaction.

7.2 Periodic Financial Information

For so long as this Warrant remains outstanding and unexercised in whole or in part, the Company shall furnish to Holder:

(a) Quarterly Statements: Within forty-five (45) days after the end of each fiscal quarter of the Company, unaudited consolidated balance sheets, statements of income, and cash flows for such quarter;

(b) Annual Statements: Within one hundred twenty (120) days after the end of each fiscal year of the Company, audited consolidated financial statements of the Company prepared in accordance with GAAP by an independent certified public accounting firm; and

(c) Budget: Promptly upon approval by the Board, an annual operating and capital budget for the subsequent fiscal year.

7.3 Registration Rights

The Company covenants that the Warrant Shares (and all shares of Common Stock issuable upon conversion of the Warrant Shares) shall be deemed "Registrable Securities" and shall be entitled to piggyback registration rights pari passu with the rights granted to major preferred stock investors in the Company's Investor Rights Agreement (or equivalent agreement) in connection with any registered public offering of the Company's equity securities.

SECTION 8. MISCELLANEOUS

8.1 No Rights as Stockholder Prior to Exercise

Except as expressly provided herein (including Sections 4, 7, and 7.3), this Warrant does not entitle the Holder to any voting rights, dividend rights, liquidation preferences, or other rights as a stockholder of the Company prior to the valid exercise hereof.

8.2 Governing Law; Jurisdiction

This Warrant shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery (or, if the Court of Chancery lacks subject matter jurisdiction, the federal or state courts located in New Castle County, Delaware) in any action or proceeding arising out of or relating to this Warrant.

8.3 Specific Performance

The Company acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Warrant were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Holder shall be entitled to an injunction or injunctions to prevent breaches of this Warrant and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the Holder is entitled at law or in equity.

8.4 Amendments and Waivers

Any term of this Warrant may be amended, and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the prior written consent of the Company and the Holder.

8.5 Successors and Assigns

This Warrant and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

8.6 Severability

If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

8.7 Counterparts; Electronic Delivery

This Warrant may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic transmission (including PDF or electronic signature service) shall be effective as delivery of a manually executed counterpart.

IN WITNESS WHEREOF

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the Original Issue Date set forth above.

EXHIBIT A: FORM OF NOTICE OF EXERCISE

(To be executed by the registered Holder to exercise the Warrant)

TO: ERTHOS, INC.

Attn: Chief Executive Officer

The undersigned Holder hereby irrevocably elects to exercise the Warrant to Purchase Preferred Stock, Warrant No. PSH-2026-01, dated as of September 30, 2026 (the "Warrant"), as follows:

1. Election of Exercise Method (Check one):
2. [ ] (a) Cash Exercise: The undersigned elects to purchase _________ Warrant Shares pursuant to Section 2.1 of the Warrant and delivers herewith payment of $_________ (representing the aggregate Exercise Price of $0.01 per share) by wire transfer or certified check.
3. [ ] (b) Net / Cashless Exercise: The undersigned elects to exercise the Warrant on a net/cashless basis with respect to _________ Warrant Shares pursuant to Section 2.2 of the Warrant, and requests the net issuance of Warrant Shares calculated in accordance with the formula set forth therein.

1. Underlying Security Classification:
2. [ ] Series C Preferred Stock (Next Qualified Financing)
3. [ ] Series B Preferred Stock / Most Senior Preferred Stock (Fallback)

1. Issuance and Delivery Instructions:

Please issue the certificates or book-entry DRS statement representing the Warrant Shares in the name of:

Name / Entity: __________________________________________________

Taxpayer ID / SSN: ______________________________________________

Address: ________________________________________________________

Email / Delivery Instructions: ___________________________________

1. Representations of Holder:

The undersigned represents and warrants that: (a) it is acquiring the Warrant Shares for its own account for investment purposes only and not with a view to, or for resale in connection with, any public distribution thereof; (b) it is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act; and (c) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment.

EXHIBIT B: FORM OF NET EXERCISE CALCULATION

(For Net / Cashless Exercise pursuant to Section 2.2)

Pursuant to Section 2.2 of the Warrant to Purchase Preferred Stock (Warrant No. PSH-2026-01), the net number of Warrant Shares to be issued shall be computed as follows:

Where:

1. Total Warrant Shares Exercised ($Y$):

$Y = $ ____________________ shares

1. Fair Market Value Per Share ($A$):

$A = \$$ ____________________ per share

(Determined in accordance with Section 2.3 of the Warrant)

1. Exercise Price Per Share ($B$):

$B = \$0.01$ per share

1. Spread Per Share ($A - B$):

$(A - B) = \$$ ____________________ per share

1. Net Warrant Shares to be Issued ($X$):

1. Fractional Share Adjustment:

Fractional share: ____________________ × Fair Market Value ($A$) = Cash payment of $\$$ _______________

CONFIRMED AND ACKNOWLEDGED: