Exhibit 4.1

VOTING DEED

THIS VOTING DEED (this “DEED”) is dated as of May 3, 2024, by and among AINOS INC., a Cayman Islands company (“Ainos KY”), and ASE TEST, INC. (“Stockholder”).

WHEREAS Stockholder is a stockholder of Ainos, Inc., a Texas corporation (the “Company”);

WHEREAS the Company is currently traded on NASDAQ under the stock symbol “AIMD.”

NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Shares Subject to Agreement. Stockholder agrees to vote all of its voting shares in the Company in the manner as shall be determined at the sole discretion of Ainos KY.

2. Additional Shares. If, after the date hereof, Stockholder acquires beneficial or record ownership of any additional shares of capital stock of the Company (any such shares, “Additional Shares”) as a result of acquisition by any means, or via stock split, stock dividend, recapitalization, or reorganization of the shares in the Company, the provisions of this Agreement shall thereafter be applicable to such Additional Shares until the end of the term of this Agreement.

3. Selling Restrictions. The Stockholder agrees, without the Ainos KY’s written consent, not to sell and transfer more than 20% of the shares of the Company held by the Stockholder in any given one-calendar-year period (with the first year commencing on the date of the Agreement) until the fifth (5th) anniversary of the date of this Agreement; provided, however, if the Stockholder has not sold the full 20% of its shares in a given calendar year, any remaining unsold portion from that calendar year may be cumulatively carried over and added to the 20% quota for the following calendar year. By way of illustration, if the Stockholder sells 10% of its shares in the first calendar year, it may carry over the remaining 10% to the second calendar year such that the Stockholder is permitted to sell up to 30% of the shares in the second calendar year. Notwithstanding the preceding sentence, the Stockholder may transfer the shares of the Company to any of its affiliates provided the transferee agrees to be subject to the terms of this Voting Deed by signing a voting deed substantially similar to this Deed. Stockholder agrees to notify Ainos KY at least five (5) business days before the day when Stockholder sells and transfers any shares of the Company.

4. Termination. This Deed shall commence immediately upon execution and continue in force and effect until the first anniversary of this Deed. Notwithstanding the preceding sentence, the Deed shall automatically be extended for additional one (1) year periods unless the Stockholder delivers a written notice to Ainos KY and the Company for termination of this Deed at least thirty (30) calendar days prior to the end of any term.

5. Notices. Any notices required or permitted to be sent hereunder shall be delivered either by person, by courier service, or by electric mail to the following addresses, or such other address as any party hereto designates by written notice to the other party.

6. Governing Law and Submission to Jurisdiction. This Agreement shall be governed by the State of New York. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may be instituted in any United States federal court or state court located in the state of New York, and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action, or proceeding.

7. Miscellaneous.

(a) Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the party hereto to whom it is being enforced.

(b) Counterparts; Execution. This Agreement may be executed individually by the counterparts, all of whom taken together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or electronic mail signature page were an original thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and made and entered into effective as of the date first set forth above.

Signature Page to Voting Agreement

Exhibit 4.2

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ISSUED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, PURSUANT TO REGULATION S OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT FURTHER, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT.

AINOS, INC.

CONVERTIBLE PROMISSORY NOTE

Note due May 3, 2027

For value received, Ainos, Inc., a Texas corporation (the “Company”), promises to pay to ASE TEST, INC. (the “Holder”), the principal amount of Nine Million Dollars (USD $9,000,000) (the “Principal Amount”) and Six Percent (6%) compound interest. This Note is issued pursuant to that certain Convertible Note Purchase Agreement dated as of May 3, 2024. This Note is subject to the following terms and conditions.

1. Maturity. Unless converted or repaid pursuant to Section 2 or Section 3, the entire unpaid principal sum and accrued interest of this Note will be payable three (3) years from the Issue Date of this Note. Upon a written consent of the Holder, the Company may release its obligation to repay the unpaid principal amount and accrued interest of this Note by issuance and delivery of shares of Common Stock (as defined below) at the Conversion Price (as defined below) at the Maturity.

2. Conversion.

(a) Conversion. At the election of Holder upon delivery of a written conversion notice (in the form attached hereto as Exhibit A-1) to the Company at least five (5) business days prior to the conversion, the outstanding principal amount and accrued compounded interest under this Note (the “Conversion Amount”) may be converted into shares of common stock of the Company, $0.01 par value per share (the “Common Stock”) of the Company or such other securities or property for which this Note may become convertible as a result of any adjustment described in Section 2(b) at a price of USD $4.5 per share (the “Conversion Price”).

(b) Adjustment.

(i) In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of Securities, separations, reorganizations, liquidations, merger, consolidation, acquisition of the Company, or the like, the number, class and type of Securities available upon conversion of this Note and the Conversion Price shall be correspondingly adjusted to give the Holder of the Note, on conversion for the same aggregate Conversion Amount, the total number, class, and type of Securities or other property as the Holder would have owned had the Note been converted prior to the event and had the Holder continued to hold such Securities until the event requiring adjustment. The form of this Note need not be changed because of any such adjustment.

(ii) Upon the occurrence of adjustment pursuant to this Section 2(b), the Company at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Note and prepare a certificate setting forth such adjustment, including a statement of the adjusted Conversion Price and adjusted number or type of Conversion Shares or other securities issuable upon conversion of this Note (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of such certificate to the Holder.

(c) Mechanics and Effect of Conversion. No fractional Conversion Shares will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note at the principal offices of the Company. At its expense, the Company will, as soon as practicable thereafter, cause to be issued and delivered to such Holder a Book-Share Entry Statement for the number of Conversion Shares to which such Holder is entitled upon such conversion or confirmation of book-entry registration of such Conversion Shares, together with a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to any principal amount.

3. Payment Terms. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company.

4. Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, except for transfers to affiliates. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new convertible promissory note for the same principal amount will be issued to, and registered in the name of, the transferee.

5. Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

6. Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile or e-mail, or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address, facsimile number or e-mail as set forth below or as subsequently modified by written notice.

7. Amendments and Waivers. Any term of this Note may be amended or waived only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 7 shall be binding upon the Company, the Holder and transferee of this Note.

8. Stockholders, Officers and Directors Not Liable. In no event shall any stockholder, officer or director of the Company be liable for any amounts due or payable pursuant to this Note.

9. Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.

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This Note is executed and delivered as of the date first set forth above.

[Signature Page to Convertible Note]

NOTICE OF CONVERSION OF NOTE

TO: Ainos, Inc.

1. The undersigned hereby elects to receive __________ shares of Common Stock of Ainos, Inc., pursuant to the terms of the attached Note.

2. Conversion. The undersigned elects to convert the attached Note with interest by means of the conversion provision of Section 1 of the Note and tenders herewith payment in full for all applicable transfer taxes, if any.

3. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

4. The undersigned represents that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Note.

Exhibit 4.3

AINOS, INC.

COMMON STOCK WARRANT

THIS COMMON STOCK WARRANT AND ANY SECURITIES ISSUABLE UPON THE EXERCISE OF THIS COMMON STOCK WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

Issue Date: May 3, 2024

Warrant to Purchase 500,000 Shares of Common Stock

Expiration Date: May 3, 2029

Ainos, Inc. (“Company”), hereby certifies that, for value received, ASE TEST, INC. (“Holder”) is entitled, on the terms set forth below, to purchase from the Company at any time until 5:00 p.m., Pacific Standard Time, on the Expiration Date 500,000 fully paid and nonassessable shares of the Common Stock of the Company, at a price per share of $4.50 (“Purchase Price” - subject to Section 3(d) of the Note).

This Warrant is being issued pursuant to the Convertible Note and Warrant Purchase Agreement dated May 3, 2024 between the Company and Holder (the “Agreement”). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

1. Vesting; Exercise of Warrant; Transfer of Warrant.

(a) Vesting. All the Warrant Shares vest on the first day following a six-month period of the Issue Date until the Expiration Date.

(b) Exercise of Warrant. At any time prior to 5:00 p.m. on the Expiration Date, the vested Warrant Shares may be exercised by the Holder, in whole or in part, upon surrender of this Warrant to the Company, together with an executed Notice of Exercise, substantially in the form attached hereto as Exhibit B-1, at the Company’s primary executive office, with payment by check to the Company of the amount obtained by multiplying the number of shares of Common Stock with respect to which this Warrant is being exercised by the Purchase Price.

(c) Partial Exercise. Upon any partial exercise or conversion, the Company will issue to the Holder a new Warrant for the number of Warrant Shares as to which this Warrant was not exercised or converted on the same terms herein.

(d) Fractional Shares. No fractional shares of Common Stock shall be issued upon any exercise or conversion of this Warrant. Instead of any fractional share which would otherwise be issuable upon exercise or conversion, the Company shall pay a cash amount in respect of each fractional share at a price equal to an amount calculated by multiplying such fractional share (calculated to the nearest 1/100th of a share) by the fair market value of a share of Common Stock on the date of exercise or conversion, as applicable, minus the Purchase Price. Payment of such amount shall be made in cash or by check payable to the order of the Holder at the time of delivery of any certificate or certificates arising upon such exercise or conversion.

(e) Taxes. The Company will not be required to pay any tax imposed in connection with any transfer involved in the issuance of a Warrant or a certificate for shares of Common Stock in any name other than that of the Holder hereof, and in such case, the Company will not be required to issue or deliver any stock certificate or Warrant until such tax is paid.

(f) Transfer of Warrant. The Holder may not assign, pledge, or otherwise transfer this Warrant without the prior written consent of the Company, except for transfers to any of its affiliates by execution and delivery of the Notice of Assignment attached hereto as Exhibit B-2 and surrender of this Warrant for registration of transfer of this Warrant at the primary executive office of the Company, together with funds sufficient to pay any applicable transfer tax. Upon receipt of the duly executed Notice of Assignment and the necessary transfer tax funds, if any, the Company, at its expense, shall execute and deliver, in the name of the designated transferee or transferees, one or more new Warrants representing the right to purchase a like aggregate number of shares of Common Stock.

(g) (i) In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of Securities, separations, reorganizations, liquidations, merger, consolidation, acquisition of the Company, or the like, the number, class and type of securities available upon exercise of this Warrant and the Purchase Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Purchase Price, the total number of shares of Common Stock as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares of Common Stock until the event requiring adjustment. The form of this Warrant need not be changed because of any such adjustment. (ii) Upon the occurrence of adjustment pursuant to this Section 2(g), the Company at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Purchase Price and adjusted number of shares of Common Stock or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of such certificate to the Holder.

2. Piggy-Back Registration Rights. If the Company shall file a registration statement with the SEC (“Company Registration”), except for a Company Registration on Form S-4 or S-8, subsequent to the Issue Date, the Company shall include the Warrant Shares underlying the Warrant (“Registrable Shares”). The Company shall use its reasonable efforts to cause all Registrable Shares attributable to the Holder to be included in the Company Registration and any related offering, all to the extent requisite to permit the sale by the Holder of such Registrable Shares in accordance with the method of sale applicable to the other shares of Common Stock included in the Company Registration.

3. Notices of Record Date. In case (a) the Company takes a record of the Holder of the Common Stock for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities; (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (c) of any voluntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company will mail or cause to be mailed to each Holder of a Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and time, if any is to be fixed, as of which the Holder of record of Common Stock (or such other stock or securities at the time receivable upon the exercise or conversion of the Warrant) will be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and, in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the board of the Company. Such notice shall be mailed at least ten (10) days prior to the date specified therein.

4. 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 delivery of an indemnity agreement in such reasonable amount as the Company may determine, or (in the case of mutilation) upon surrender and cancellation thereof, the Company at its expense, will issue a replacement.

5. No Redemption. This Warrant shall not be redeemable by the Company, in whole or in part, at any time.

6. Change; Waiver. This Warrant except by agreement may not be changed, amended or modified in writing signed by the Company and the Holder.

7. No Rights as Holder. This Warrant does not entitle the Holder to any voting rights or other rights as a Holder of the Company prior to the exercise of this Warrant.

8. Headings. The headings in this Warrant are for purposes of reference only and shall not be deemed to constitute a part hereof.

9. Governing Law. This Warrant shall be construed in accordance with and governed by the laws of the State of New York without regard to its conflicts of laws rules.

Dated: May 3, 2024

NOTICE OF EXERCISE OF WARRANT

TO: Ainos, Inc.

1. The undersigned hereby elects to receive _______ shares of Common Stock of Ainos, Inc., pursuant to the terms of the attached Warrant.

2. Exercise. The undersigned tenders herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.

3. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

4. The undersigned represents that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant.

WARRANT ASSIGNMENT FORM

(To be executed only upon the assignment of the within Warrant)

FOR VALUE RECEIVED, the undersigned registered Holder of the within Warrant hereby sells, assigns and transfers unto _____________________, whose address is ___________________ all of the rights of the undersigned under the within Warrant, with respect to shares of Common Stock (as defined within the Warrant) of Ainos, Inc., and, if such shares of Common Stock shall not include all the shares of Common Stock issuable as provided in the within Warrant, that a new Warrant of like tenor for the number of shares of Common Stock not being transferred hereunder be issued in the name of and delivered to the undersigned, and does hereby irrevocably constitute and appoint _________________ attorney to register such transfer on the books of Ainos, Inc. maintained for that purpose, with full power of substitution in the premises.

Exhibit 10.1

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT

This Convertible Note and Warrant Purchase Agreement (the “Agreement”) is made as of May 3, 2024, by and between Ainos, Inc., a Texas corporation (the “Company”), and ASE TEST, INC., a company incorporated under the laws of the Republic of China, Taiwan (the “Purchaser”).

The Agreement, the Note and the Warrant are referred to as “Transaction Documents.”. The shares of Common Stock of the Company issued upon (A) conversion of the Note are referred to herein as “Conversion Shares” and (B) upon exercise of Warrant are referred to herein as the “Warrant Shares.” The Note, Warrant, the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the “Securities.”

The Company represents and warrants to the Purchaser as of the date hereof and as of the Closing Date, the following representations and warranties are true and correct:

The Purchaser hereby represents and warrants to the Company with respect to its purchase of the Securities as follows:

The Company’s obligation to sell and issue the Note at the Closing is subject to the fulfillment of the following conditions:

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The foregoing Agreement is hereby executed as of the date first above written.

[Signature Page to Convertible Note Purchase Agreement]

EXHIBIT A

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ISSUED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, PURSUANT TO REGULATION S OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT FURTHER, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT.

AINOS, INC.

CONVERTIBLE PROMISSORY NOTE

Note due_____________ , 2027

For value received, Ainos, Inc., a Texas corporation (the “Company”), promises to pay to ASE TEST, INC. (the “Holder”), the principal amount of Nine Million Dollars (USD $9,000,000) (the “Principal Amount”) and Six Percent (6%) compound interest. This Note is issued pursuant to that certain Convertible Note Purchase Agreement dated as of____________ , 2024. This Note is subject to the following terms and conditions.

1. Maturity. Unless converted or repaid pursuant to Section 2 or Section 3, the entire unpaid principal sum and accrued interest of this Note will be payable three (3) years from the Issue Date of this Note. Upon a written consent of the Holder, the Company may release its obligation to repay the unpaid principal amount and accrued interest of this Note by issuance and delivery of shares of Common Stock (as defined below) at the Conversion Price (as defined below) at the Maturity.

2. Conversion.

(a) Conversion. At the election of Holder upon delivery of a written conversion notice (in the form attached hereto as Exhibit A-1) to the Company at least five (5) business days prior to the conversion, the outstanding principal amount and accrued compounded interest under this Note (the “Conversion Amount”) may be converted into shares of common stock of the Company, $0.01 par value per share (the “Common Stock”) of the Company or such other securities or property for which this Note may become convertible as a result of any adjustment described in Section 2(b) at a price of USD $4.5 per share (the “Conversion Price”).

(b) Adjustment.

(i) In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of Securities, separations, reorganizations, liquidations, merger, consolidation, acquisition of the Company, or the like, the number, class and type of Securities available upon conversion of this Note and the Conversion Price shall be correspondingly adjusted to give the Holder of the Note, on conversion for the same aggregate Conversion Amount, the total number, class, and type of Securities or other property as the Holder would have owned had the Note been converted prior to the event and had the Holder continued to hold such Securities until the event requiring adjustment. The form of this Note need not be changed because of any such adjustment.

(ii) Upon the occurrence of adjustment pursuant to this Section 2(b), the Company at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Note and prepare a certificate setting forth such adjustment, including a statement of the adjusted Conversion Price and adjusted number or type of Conversion Shares or other securities issuable upon conversion of this Note (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of such certificate to the Holder.

(c) Mechanics and Effect of Conversion. No fractional Conversion Shares will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note at the principal offices of the Company. At its expense, the Company will, as soon as practicable thereafter, cause to be issued and delivered to such Holder a Book-Share Entry Statement for the number of Conversion Shares to which such Holder is entitled upon such conversion or confirmation of book-entry registration of such Conversion Shares, together with a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to any principal amount.

3. Payment Terms. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company.

4. Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, except for transfers to affiliates. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new convertible promissory note for the same principal amount will be issued to, and registered in the name of, the transferee.

5. Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

6. Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile or e-mail, or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address, facsimile number or e-mail as set forth below or as subsequently modified by written notice.

7. Amendments and Waivers. Any term of this Note may be amended or waived only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 7 shall be binding upon the Company, the Holder and transferee of this Note.

8. Stockholders, Officers and Directors Not Liable. In no event shall any stockholder, officer or director of the Company be liable for any amounts due or payable pursuant to this Note.

9. Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.

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This Note is executed and delivered as of the date first set forth above.

[Signature Page to Convertible Note]

EXHIBIT A-1

NOTICE OF CONVERSION OF NOTE

TO: Ainos, Inc.

1. The undersigned hereby elects to receive __________ shares of Common Stock of Ainos, Inc., pursuant to the terms of the attached Note.

2. Conversion. The undersigned elects to convert the attached Note with interest by means of the conversion provision of Section 1 of the Note and tenders herewith payment in full for all applicable transfer taxes, if any.

3. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

_________________________________

(Name)

_________________________________

_________________________________

(Address)

4. The undersigned represents that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Note.

_________________________________

Name of Purchaser

_________________________________

Signature of Authorized Signatory

_________________________________

Print Name and Title

_________________________________

Date

EXHIBIT B

AINOS, INC.

COMMON STOCK WARRANT

THIS COMMON STOCK WARRANT AND ANY SECURITIES ISSUABLE UPON THE EXERCISE OF THIS COMMON STOCK WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

Issue Date:______________, 2024

Warrant to Purchase 500,000 Shares of Common Stock

Expiration Date:_______________, 2029

Ainos, Inc. (“Company”), hereby certifies that, for value received, ASE TEST, INC. (“Holder”) is entitled, on the terms set forth below, to purchase from the Company at any time until 5:00 p.m., Pacific Standard Time, on the Expiration Date 500,000 fully paid and nonassessable shares of the Common Stock of the Company, at a price per share of $4.50 (“Purchase Price” - subject to Section 3(d) of the Note).

This Warrant is being issued pursuant to the Convertible Note and Warrant Purchase Agreement dated_____________, 2024 between the Company and Holder (the “Agreement”). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

1. Vesting; Exercise of Warrant; Transfer of Warrant.

(a) Vesting. All the Warrant Shares vest on the first day following a six-month period of the Issue Date until the Expiration Date.

(b) Exercise of Warrant. At any time prior to 5:00 p.m. on the Expiration Date, the vested Warrant Shares may be exercised by the Holder, in whole or in part, upon surrender of this Warrant to the Company, together with an executed Notice of Exercise, substantially in the form attached hereto as Exhibit B-1, at the Company’s primary executive office, with payment by check to the Company of the amount obtained by multiplying the number of shares of Common Stock with respect to which this Warrant is being exercised by the Purchase Price.

(c) Partial Exercise. Upon any partial exercise or conversion, the Company will issue to the Holder a new Warrant for the number of Warrant Shares as to which this Warrant was not exercised or converted on the same terms herein.

(d) Fractional Shares. No fractional shares of Common Stock shall be issued upon any exercise or conversion of this Warrant. Instead of any fractional share which would otherwise be issuable upon exercise or conversion, the Company shall pay a cash amount in respect of each fractional share at a price equal to an amount calculated by multiplying such fractional share (calculated to the nearest 1/100th of a share) by the fair market value of a share of Common Stock on the date of exercise or conversion, as applicable, minus the Purchase Price. Payment of such amount shall be made in cash or by check payable to the order of the Holder at the time of delivery of any certificate or certificates arising upon such exercise or conversion.

(e) Taxes. The Company will not be required to pay any tax imposed in connection with any transfer involved in the issuance of a Warrant or a certificate for shares of Common Stock in any name other than that of the Holder hereof, and in such case, the Company will not be required to issue or deliver any stock certificate or Warrant until such tax is paid.

(f) Transfer of Warrant. , The Holder may not assign, pledge, or otherwise transfer this Warrant without the prior written consent of the Company, except for transfers to any of its affiliates by execution and delivery of the Notice of Assignment attached hereto as Exhibit B-2 and surrender of this Warrant for registration of transfer of this Warrant at the primary executive office of the Company, together with funds sufficient to pay any applicable transfer tax. Upon receipt of the duly executed Notice of Assignment and the necessary transfer tax funds, if any, the Company, at its expense, shall execute and deliver, in the name of the designated transferee or transferees, one or more new Warrants representing the right to purchase a like aggregate number of shares of Common Stock.

(g) (i) In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of Securities, separations, reorganizations, liquidations, merger, consolidation, acquisition of the Company, or the like, the number, class and type of securities available upon exercise of this Warrant and the Purchase Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Purchase Price, the total number of shares of Common Stock as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares of Common Stock until the event requiring adjustment. The form of this Warrant need not be changed because of any such adjustment. (ii) Upon the occurrence of adjustment pursuant to this Section 2(g), the Company at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Purchase Price and adjusted number of shares of Common Stock or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of such certificate to the Holder.

2. Piggy-Back Registration Rights. If the Company shall file a registration statement with the SEC (“Company Registration”), except for a Company Registration on Form S-4 or S-8, subsequent to the Issue Date, the Company shall include the Warrant Shares underlying the Warrant (“Registrable Shares”). The Company shall use its reasonable efforts to cause all Registrable Shares attributable to the Holder to be included in the Company Registration and any related offering, all to the extent requisite to permit the sale by the Holder of such Registrable Shares in accordance with the method of sale applicable to the other shares of Common Stock included in the Company Registration.

3. Notices of Record Date. In case (a) the Company takes a record of the Holder of the Common Stock for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities; (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or (c) of any voluntary dissolution, liquidation or winding-up of the Company; then, in each such case, the Company will mail or cause to be mailed to each Holder of a Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and time, if any is to be fixed, as of which the Holder of record of Common Stock (or such other stock or securities at the time receivable upon the exercise or conversion of the Warrant) will be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and, in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the board of the Company. Such notice shall be mailed at least ten (10) days prior to the date specified therein.

4. 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 delivery of an indemnity agreement in such reasonable amount as the Company may determine, or (in the case of mutilation) upon surrender and cancellation thereof, the Company at its expense, will issue a replacement.

5. No Redemption. This Warrant shall not be redeemable by the Company, in whole or in part, at any time.

6. Change; Waiver. This Warrant except by agreement may not be changed, amended or modified in writing signed by the Company and the Holder.

7. No Rights as Holder. This Warrant does not entitle the Holder to any voting rights or other rights as a Holder of the Company prior to the exercise of this Warrant.

8. Headings. The headings in this Warrant are for purposes of reference only and shall not be deemed to constitute a part hereof.

9. Governing Law. This Warrant shall be construed in accordance with and governed by the laws of the State of New York without regard to its conflicts of laws rules.

Dated:______________ , 2024

EXHIBIT B-1

NOTICE OF EXERCISE OF WARRANT

TO: Ainos, Inc.

1. The undersigned hereby elects to receive _______ shares of Common Stock of Ainos, Inc., pursuant to the terms of the attached Warrant.

2. Exercise. The undersigned tenders herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.

3. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

4. The undersigned represents that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant.

EXHIBIT B-2

WARRANT ASSIGNMENT FORM

(To be executed only upon the assignment of the within Warrant)

FOR VALUE RECEIVED, the undersigned registered Holder of the within Warrant hereby sells, assigns and transfers unto _____________________, whose address is ___________________ all of the rights of the undersigned under the within Warrant, with respect to shares of Common Stock (as defined within the Warrant) of Ainos, Inc., and, if such shares of Common Stock shall not include all the shares of Common Stock issuable as provided in the within Warrant, that a new Warrant of like tenor for the number of shares of Common Stock not being transferred hereunder be issued in the name of and delivered to the undersigned, and does hereby irrevocably constitute and appoint _________________ attorney to register such transfer on the books of Ainos, Inc. maintained for that purpose, with full power of substitution in the premises.