Common use of Delivery of Warrant Shares Clause in Contracts

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of __________, 2023.

Delivery of Warrant Shares. The Company shall deliver to the holder Holder, or its designee or agent as specified below, __________ Warrant Shares shares of Common Stock in accordance with the terms of the Warrant. DateDelivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__, ________________________ Name of Registered Holder By: Name: Title: E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation ______________ to issue the above indicated number of shares of Common Stock on or prior to in accordance with the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ]Transfer Agent Instructions dated _________, 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings202_, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject Company and acknowledged and agreed to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of by __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of _____. By: Name: Title: WARRANT NUMBER: A-[_____] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY AXX XXXXXX, 2023INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this Warrant.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc.LLC, as representatives representative of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of __________, 2023.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. DateDated: (Name of Registered Holder) By: Name: Title: FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to , Federal Identification No. , a warrant to the common shares of XXXXXX XXXXXXX LTD., a Bermuda company, represented by warrant certificate no. , standing in the name of the undersigned on the books of said company. The undersigned does hereby irrevocably constitute and appoint , attorney to transfer the warrants of said company, with full power of substitution in the premises. Dated: (Name of Registered Holder) By: Name: Title: Exhibit B UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][to be included in global Warrant Certificates held through DTC] Warrants Xxxxxx Xxxxxxx Ltd. CUSIP: THIS CERTIFIES THAT ____________________ __or registered assigns, ______ Name is the registered holder of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 Warrants (“Issuance DateWarrants”) Sonnet BioTherapeutics Holdingsset forth above. Each Warrant is issued by Xxxxxx Xxxxxxx Ltd. a Bermuda company, Inc., a company organized under the law of Delaware (the “Company”)) as provided in the Warrant Agreement, hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns hereinafter more fully described (the “HolderWarrant Agreement”), is entitled, subject to and will entitle the terms set forth below, holder thereof to purchase from the Company, at subject to the Exercise Price (as defined below) then terms and conditions set forth hereinafter and in effectthe Warrant Agreement, at any time or times on or after [ ] (_______, 2005 and before the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, close of business on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 2007, subject to extension, in certain circumstances, as described in the Warrant Agreement (the “Subscription Expiration Date”), to purchase [_____] fully paid and non-assessable Common Shares of the Company (“Common Shares”), subject to adjustments as provided in the Warrant Agreement, upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Shares filled in, at the stock transfer office in New York, New York, of [ ], Warrant Agent of the Company (“Warrant Agent”) or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Warrant will entitle the holder to purchase Common Shares for $0.4689 per Common Share or, in certain circumstances, Preferred Shares as provided in the Warrant Agreement (subject to adjustments as provided in the Warrant Agreement). The number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment to prevent dilution. All Warrants not theretofore exercised will expire on the Expiration Date. This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of , 2004, between the Company and Chardan Capital Marketsthe Warrant Agent, LLC to all of which terms, provisions and Ladenburg Txxxxxxx & Co. Inc., as representatives conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the several underwriters named thereinrights, (ii) limitations of rights, obligations, duties and immunities of the Company’s Registration Statement Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at Xxxxxx Xxxxxxx Ltd. c/o Xxxxxx Xxxxxxx Inc. Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxx, XX 00000-0000 Telecopier No.: 000-000-0000 Attention: Xxxxxx X. Xxxxxxxxx. The Company may but shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Common Shares, but may make adjustment therefore in cash on Form S-1 (File number 333-269307 the basis of the current market value of any fractional interest as provided in the Warrant Agreement. In certain cases, the sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use its best efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as amended may be required to cause the sale of securities upon exercise to be lawful. This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to shareholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of shares, reclassification of shares, change of par value or change of shares to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting shareholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Shares purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Shares or other class of shares purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that: (a) this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement, and (b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company shall not be required to issue or deliver any certificate for Common Shares or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable the holder of this Warrant Certificate at the time of surrender. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. WITNESS the facsimile signatures of the proper officer of the Company. Dated: XXXXXX XXXXXXX LTD. By: Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC as Warrant Agent By: Name: Title: [TO BE PRINTED ON BACK OF CERTIFICATE] The undersigned holder hereby exercises the right to purchase common shares (the “Registration StatementWarrant Shares”) of XXXXXX XXXXXXX LTD., a Bermuda company (the “Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used herein and (iii) not otherwise defined have the Company’s prospectus dated as of __________, 2023respective meanings set forth in the Warrant.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation Computershare Investor Services Inc. to issue the above indicated number of shares of Common Stock on or prior Shares in accordance with the Transfer Agent Instructions dated November [__], 2010 from the Company and acknowledged and agreed to the applicable Share Delivery Date. Computershare Investor Services Inc. By: Name: Title: For value received, the undersigned hereby sells, transfers and assigns unto __________________________________________________________________ (please print name of transferee) of _________________________________ _________________________________ _________________________________ (please print address of transferee) __________________________________________________________ warrants represented (please insert number of warrants to be transferred) by the within certificate. DATED this ____ day of _____________________, 20_____. NOTICE: THE SIGNATURE TO THIS TRANSFER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER Warrants shall only be transferable in accordance with applicable laws and the resale of warrants and shares issuable upon exercise of warrants may be subject to restrictions under such laws. Warrant No.: [ ] ________ Number of Shares of Common Stock: [ ] Shares:_____________ Date of Issuance: [ November [___], 2023 2010 (“"Issuance Date”") Sonnet BioTherapeutics Holdings, Inc.Dejour Enterprises Ltd., a company organized under the law laws of Delaware the Province of British Columbia (the “"Company”"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “"Holder”"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after [ ] the date hereof (the “"Initial Exercisability Date”"), but not after 11:59 p.m., New York time, on the Expiration Date, Date (as defined below), [ ] ([●]) 2,321,428 fully paid non-assessable shares of nonassessable Common Stock (as defined below)Shares, without par value, subject to adjustment as provided herein (the “"Warrant Shares”"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase purchase Common Stock Shares (the “"SPA Warrants”") issued pursuant to (i) Article II of that certain Underwriting Securities Purchase Agreement, dated as of __________November 14, 2023 2010 (the “"Subscription Date”) "), by and between among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended investors (the “Registration Statement”"Buyers") and referred to therein (iii) the Company’s prospectus dated as of __________, 2023"Securities Purchase Agreement").

Delivery of Warrant Shares. The Company shall deliver to the holder Holder, or its designee or agent as specified below, __________ Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, to the following address: _______________________ _______________________ _______________________ _______________________ Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation ______________ to issue the above indicated number of shares of Common Stock on or prior to in accordance with the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ]Transfer Agent Instructions dated __, 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings2012, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject Company and acknowledged and agreed to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of by _______________. By: Name: Title: [To be completed and executed by the Holder only upon transfer of the Warrant] FOR VALUE RECEIVED, 2023 the undersigned hereby sells, assigns and transfers unto (the “Subscription DateTransferee”) the right represented by the within Warrant to purchase shares of Common Stock of CPI Corp., a Delaware corporation (the “Company”) to which the within Warrant relates and between appoints attorney to transfer said right on the books of the Company with full power of substitution in the premises. In connection therewith, the undersigned represents, warrants, covenants and Chardan Capital Markets, LLC agrees to and Ladenburg Txxxxxxx & Co. Inc., as representatives with the Company that: (a) the offer and sale of the several underwriters named therein, (iiWarrant contemplated hereby is being made in compliance with Section 4(1) the Company’s Registration Statement on Form S-1 (File number 333-269307 under of the Securities Act of 1933, as amended (the “Registration StatementSecurities Act”) ), or another valid exemption from the registration requirements of Section 5 of the Securities Act and in compliance with all applicable securities laws of the states of the United States; (iiib) the undersigned has not offered to sell the Warrant by any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; and (c) the undersigned understands that the Company may condition the transfer of the Warrant contemplated hereby upon the delivery to the Company by the undersigned or the Transferee, as the case may be, of (1) a written opinion of counsel (in a form reasonably acceptable to the Company’s prospectus ) to the effect that such transfer may be made pursuant to an exemption from registration under the Securities Act, or (2) other reasonable assurance that such securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto). Dated: , (Signature must conform in all respects to name of holder as specified on the face of the Warrant) Address of Transferee In the presence of: Please refer to the Credit Agreement dated as of August 30, 2010, as amended by that certain First Amendment to Credit Agreement dated December 16, 2011, that certain Forbearance Agreement dated as of May 18, 2012 and that certain Second Amendment to Credit Agreement dated as of June 6, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among CPI Corp. (the "Company"), various financial institutions and Bank of America, N.A., as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. The undersigned hereby gives irrevocable notice, pursuant to Section 2.2.2 of the Credit Agreement, of a request hereby for a borrowing as follows: (i) The requested borrowing date for the proposed borrowing (which is a Business Day) is __________, 2023________. (ii) The aggregate amount of the proposed borrowing is $_____________.

Delivery of Warrant Shares. The Company shall deliver to the holder Holder, or its designee or agent as specified below, ____________ Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: ____________ __, By: Name: Title: Tax ID: Facsimile: E-mail Address: (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Dated: ____________ __, ______ Name of Registered Holder ByHolder’s Signature: NameHolder’s Address: TitleNEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant No. 2021-006 Warrant Shares: The Company hereby acknowledges this 22,500 Initial Exercise Notice Date: September 29, 2023 THIS WARRANT (the “Warrant”) certifies that, for value received, District 2 Capital Fund LP or its assigns (the “Holder”) is entitled, upon the terms and hereby directs Securities Transfer Corporation subject to issue the above indicated number of shares of Common Stock limitations on exercise and the conditions hereinafter set forth, at any time on or after Initial Exercise Date (as defined herein) and on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number close of Shares business on the five year anniversary of Common Stock: [ ] the Initial Exercise Date of Issuance: [ ], 2023 (the “Issuance Termination Date”) Sonnet BioTherapeutics Holdingsbut not thereafter, to subscribe for and purchase from Eastside Distilling, Inc., a company organized under the law of Delaware Nevada corporation (the “Company”), hereby certifies thatup to 22,500 shares of Common Stock (“Warrant Shares”) having an expiration date of June 23, for good 2028. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Reference is made to that certain Warrant No. 2021-006 dated as of July 29, 2021 issued by the Company in favor of the Holder (as amended, restated, amended and valuable considerationrestated, supplemented or otherwise modified from time to time, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “HolderExisting Warrant”), is entitled, subject ) pursuant to the terms set forth below, to purchase from the Company, at the Warrant Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, Inducement Letters (as defined below). The terms and issuance of the Existing Warrant were approved by the Company’s stockholders on June 23, [ ] 2022 at the Company’s 2022 Annual Meeting of Stockholders. The Company and the Holder have agreed to amend and restate the Existing Warrant, on the terms and subject to the conditions contained herein, in order to, among other things, ([●]a) fully paid non-assessable extend the exercise period of the Existing Warrant, and (b) adjust the exercise price of the Existing Warrant and the number of shares of Common Stock (issuable hereunder to reflect the effect of the 1-for -20 reverse stock split of the Common Stock effected by the Company on May 12, 2023, and the effect of the application of the anti-dilution provisions of the Existing Warrant for any events occurring on or prior to the Initial Exercise Date, including without limitation, the consummation of the transactions described in that certain Debt Satisfaction Agreement dated as defined below)of September 29, subject to adjustment as provided herein 2023 by and among the Company, the Holder, Bigger Capital Fund, LP, Aegis Security Insurance Company, LD Investments, LLC, a California limited liability company, and TQLA, LLC, a California limited liability company (the “Warrant SharesDebt Satisfaction Agreement”). Except as otherwise defined hereinThis Warrant amends, capitalized terms restates and supersedes in its entirety the Existing Warrant. The Company and the Holder hereby confirm and agree that upon execution and delivery of this Warrant, the Existing Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of __________, 2023no further force or effect.

Delivery of Warrant Shares. The Company shall deliver to the holder __Holder, or its designee or agent as specified below, ________ Warrant Shares shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: _______________ ____ , ______ Name of Registered Holder By: Name: Title: Tax ID: Facsimile: E-mail Address: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation _________ to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated _________ , 201_, from the Company and acknowledged and agreed to the applicable Share Delivery Dateby _________. GRIDIRON BIONUTRIENTS, INC. By: Name: Title: GRIDIRON BIONUTRIENTS, INC. Reference is made to the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of Gridiron BioNutrients, Inc. (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock, $0.001par value per share (the “Preferred Shares”), of Gridiron BioNutrients, Inc., a Nevada corporation (the “Corporation”), indicated below into shares of common stock, $0.001 par value per share (the “Common Stock”), of the Corporation, as of the date specified below. Date of Conversion: Aggregate number of Preferred Shares to be converted Aggregate Stated Value of such Preferred Shares to be converted: Aggregate accrued and unpaid dividends and accrued and unpaid Late Charges with respect to such Preferred Shares and such aggregate dividends to be converted: AGGREGATE CONVERSION AMOUNT TO BE CONVERTED: Please confirm the following information: Conversion Price: Number of shares of Common Stock to be issued: Please issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID: Facsimile: E-mail Address: The Corporation hereby acknowledges this Conversion Notice and hereby directs _________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ___________, 20 ___ from the Corporation and acknowledged and agreed to by __________________. GRIDIRON BIONUTRIENTS, INC. By: Name: Title: GRIDIRON BIONUTRIENTS, INC. Reference is made to the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of Gridiron BioNutrients, Inc. (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to cause Gridiron BioNutrients, Inc., a Nevada corporation (the “Corporation”) to redeem, in cash, the number of shares of Series A Convertible Preferred Stock, $0.001 par value per share (the “Preferred Shares”), of the Corporation, indicated below, as of the date specified below. Date of Redemption: Aggregate number of Preferred Shares to be redeemed: Aggregate Stated Value of such Preferred Shares to be redeemed: Aggregate Additional Amount and accrued and unpaid Late Charges with respect to such Preferred Shares and such aggregate dividends to be redeemed: AGGREGATE CONVERSION AMOUNT TO BE REDEEMED: Please wire the aggregate Conversion Amount to be redeemed to the following bank account of the Holder: Bank Address: ABA/Routing Number: Account Number: Name of Account Holder: Registered Holder Name: Title: GRIDIRON BIONUTRIENTS, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ July [____], 2023 2018 (“Issuance Date”) Sonnet BioTherapeutics HoldingsGridiron BioNutrients, Inc., a company organized under the law of Delaware Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon exercise of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this the “Warrant”), at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [ ____________ ] (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 1617. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA Warrants”) issued pursuant to (i) that certain Underwriting Securities Purchase Agreement, dated as of July [__________], 2023 2018 (the “Subscription Date”) ), by and between among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named investors (the “Buyers”) referred to therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended from time to time (the “Registration StatementSecurities Purchase Agreement”) and (iii) the Company’s prospectus dated as of __________, 2023).

Delivery of Warrant Shares. The Company shall deliver to the holder Holder _____________ Warrant Shares in accordance with the terms of the Warrant. Date: ______________________ __, __________________________________ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of _____________________ Name: Title: 106 EXHIBIT B ---------- TRANSFER NOTICE FOR VALUE RECEIVED, 2023the undersigned Holder of the attached Warrant hereby sells, assigns and transfers unto the person or persons named below the right to purchase ______ shares of the Common Stock of XXXX INTERACTIVE SERVICES, INC. evidenced by the attached Warrant. Date: ______________________ ____________________________________ Name of Registered Holder By: _____________________________ Name: Title: Transferee Name and Address: ____________________________________ ____________________________________ ____________________________________ 107 EXHIBIT E TO EXCHANGE AGREEMENT VOID AFTER 5:00 P.M., CENTRAL TIME ON AUGUST 25, 2004 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Right to Purchase 150,116 Shares of Common Stock, no par value Date: August 25, 1999, amended December 18, 1999 and further amended January 31, 2002 XXXX INTERACTIVE SERVICES, INC. STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, Castle Creek Technology Partners LLC ("Castle Creek"), or its registered assigns, is entitled to purchase from ------------ Xxxx Interactive Services, Inc., a Colorado corporation (the "Company"), at any ------- time or from time to time during the period specified in Section 2 hereof, 150,116 fully paid and nonassessable shares of the Company's Common Stock, no par value (the "Common Stock"), at an exercise price of $1.00 per share (the ------------ "Exercise Price"). This Warrant is being issued pursuant to that certain -------------- Securities Purchase Agreement dated August 25, 1999, as amended on December 18, 1999, by and between the Company and Castle Creek (the "Securities Purchase ------------------- Agreement"). The number of shares of Common Stock purchasable hereunder (the --------- "Warrant Shares") and the Exercise Price are subject to adjustment as provided -------------- in Section 4 hereof.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. ---------- Date: _______________ __, ______ --------------- -- ------ ------------------------------------- Name of Registered Holder By: ------------------------------ Name: Title: The Company ACKNOWLEDGMENT Gottbetter & Partners, LLP hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of will transfer shares of Common Stock on or prior to the applicable Share Delivery DateStock. -------------------- GOTTBETTER & PARTNERS. LLP By: ------------------------------------- Name: Title: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED PURSUANT TO AN AVAILABLE EXEMPTION UNDER THE 1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. CHARYS HOLDING COMPANY, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] 006 Number of Shares of Common Stock: [ ] 333,333 Date of Issuance: [ ]May 19, 2023 2006 (“Issuance Date”"ISSUANCE DATE") Sonnet BioTherapeutics HoldingsCharys Holding Company, Inc., a company organized under the law of Delaware corporation (the “Company”"COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ]UBS O'CONNOR LLC F/B/O O'CONNOX XXXXX CORPORATE XXXXXXXIES MASTER LTD., the registered holder hereof or its permitted assigns (the “Holder”"HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon surrender of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”the "WARRANT"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase purchase Common Stock (the “Warrants”"SPA WARRANTS") issued pursuant to (i) Section 1 of that certain Underwriting Securities Purchase Agreement, dated as of __________May 19, 2023 2006 (the “Subscription Date”) "SUBSCRIPTION DATE"), by and between among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended investors (the “Registration Statement”"BUYERS") and referred to therein (iii) the Company’s prospectus dated as of __________, 2023"SECURITIES PURCHASE AGREEMENT").

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ _________________________ Name of Registered Holder By: _______________________ Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation Broadridge Investor Communication Solutions Inc. to issue the above indicated number of shares of Common Stock on or prior to in accordance with the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ]Transfer Agent Instructions dated May __, 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase 2017 from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject Company and acknowledged and agreed to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of by Broadridge Investor Communication Solutions Inc. AIR INDUSTRIES GROUP By:__________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of ______________________ Name: Title: Air Industries Group 3000 Xxxxx Xxxxxxx, 2023.Xxxxx 000 Xxxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Attention: Mxxxxxx X. Xxxxx, Chief Financial Officer E-mail: mxx@xxxxxxxxxxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of May 10, 2017 (the "Agreement"), by and among Air Industries Group, a Nevada corporation (the "Company"), and the investors named on the Schedule of Buyers attached thereto (collectively, the "Holders"), pursuant to which the Company is issuing to the Holders (i) subordinated convertible notes (the "Notes"), which are convertible into shares of the common stock of the Company, par value $0.001 per share (the "Common Stock") and (ii) warrants (the "Warrants"), which are exercisable to purchase shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time): (i) to issue shares of Common Stock upon conversion of the Notes (the "Conversion Shares") to or upon the order of a Holder from time to time upon delivery to you of a properly completed and duly executed Conversion Notice, in the form attached hereto as Exhibit I, which has been acknowledged by the Company as indicated by the signature of a duly authorized officer of the Company thereon; and

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. _______ Electronic Delivery DTC Participant: ___________________________ DTC Number: _____________________________ Account Name: ____________________________ Account Number: __________________________ _______ Physical Delivery Address: _________________________________ _________________________________ _________________________________ Date: _______________ __, ______ _____________________________ Name of Registered Holder By: __________________________ Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation Computershare to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated December [__], 2014 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby Computershare. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________________________ Name: Title: Computershare 000 Xxxxxx Xxxxxx Canton, 2023 Massachusetts 02021 Attention: Xxxx Xxxxxxx Re: Aethlon Medical, Inc. Ladies and Gentlemen: [We are][I am] counsel to Aethlon Medical, Inc., a Nevada corporation (the “Subscription Date”) "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of November ___, 2014 (the "Securities Purchase Agreement"), entered into by and between among the Company and Chardan Capital Marketsthe buyers named therein (collectively, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives the "Holders") pursuant to which the Company issued to the Holders shares of the several underwriters named thereinCompany's common stock, par value $0.001 per share (iithe "Common Stock") (the Company’s shares of Common Stock issuable pursuant to the terms of the Securities Purchase Agreement, collectively, the "Common Shares") and warrants exercisable for shares of Common Stock (the "Warrants"). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Statement on Form S-1 Rights Agreement with the Holders (File number 333-269307 the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the Common Shares issuable pursuant to the Securities Purchase Agreement and the shares of Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) "1933 Act"). The description of the Registrable Securities are set forth on Schedule A hereto [Selling Shareholder Table]. In connection with the Company’s prospectus dated as of 's obligations under the Registration Rights Agreement, on ____________ ___, 2023.2014, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names each of the Holders as a selling shareholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]. [We][I] have no knowledge, subsequent to such telephonic conversation with the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC. Based on the foregoing, the Registrable Securities set forth on Schedule A hereto are available for resale under the 1933 Act pursuant to the Registration Statement. This letter, unless and until subsequently revoked or modified orally by Xxxxxxxx X. Post or Xxx X. Xxxxx, or in writing from any member of this firm (which writing may include email correspondence), shall serve as our standing instruction to you that the Registrable Securities set forth on Schedule A hereto are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of Registrable Securities to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated December [●], 2014. Very truly yours, [ISSUER'S COUNSEL] By:_____________________

Delivery of Warrant Shares. The Company shall deliver to the holder Holder __________ Warrant Shares in accordance with the terms of the Warrant Agent Agreement and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant. Delivery of Warrant Shares shall be made to Holder, or for its benefit, to the registered account which held the Warrant. Print name of the holder of the Warrant: _________________________________ Signature:_________________________________ Print name of signatory and title if the investor is a legal entity: _________________________________ Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of _________ Email Address: _______________________________________________________________________ FOR VALUE RECEIVED, 2023the undersigned registered holder hereby sells, assigns and transfers unto ________ Warrants to purchase shares of common stock of Incannex Healthcare Inc., a Delaware corporation, evidenced by the attached Warrant Certificate held by the undersigned, together with all right, title and interest therein. Contact Information of Registered Holder: Phone: Mailing Address: E-Mail Address: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Certificate No.: B-[●] CUSIP No.: n/a Number of Warrants: [●] Issue Date: November 28, 2023 This certifies that [●] (“Holder”), or its registered assigns, is the registered owner of the number of Warrants set forth above (the “Warrants”). Each Warrant entitles its registered holder to purchase from Incannex Healthcare Inc., a Delaware corporation (the “Company”), at any time prior to 5:00 P.M. (New York City time) on August 4, 2025, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of $45.37 per Warrant Share, subject to possible adjustments as provided in the Warrant Agency Agreement (as defined below). The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agency Agreement, dated as of December 29, 2023 (the “Warrant Agency Agreement”) between the Company and Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Warrant Agent”), which Warrant Agency Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. A copy of the Warrant Agency Agreement is available for inspection during business hours at the office of the Warrant Agent. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agency Agreement. In the event of any discrepancy or inconsistency between the terms and conditions of the Warrant Agency Agreement, the terms and conditions of the Warrant Certificate shall prevail, govern and control; provided that the terms of the Warrant Agency Agreement control and supersede any provision in the Warrant Certificate concerning the duties, liabilities, obligations and immunities of the Warrant Agent. The Company and the Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a holder of Common Stock of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ _____________________________ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Pacific Stock Transfer Corporation Company to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated December 20, 2006 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby Pacific Stock Transfer Company. By: Name: Title: Warrant No.Pacific Stock Transfer Company Las Vegas, Nevada Re: [ Rancher Energy Corp. Ladies and Gentlemen: [We are][I am] Number of Shares counsel to Rancher Energy Corp., a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement (the "Securities Purchase Agreement") entered into by and among the Company and the buyers named therein (collectively, the "Holders") pursuant to which the Company issued to the Holders (i) senior convertible notes (the "Notes") convertible into the Company's common stock, par value $0.00001 per share (the "Common Stock), (ii) shares (the "Common Shares") of Common Stock: [ ] Date of Issuance: [ ], 2023 Stock and (“Issuance Date”iii) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, warrants exercisable for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (the "Warrants"). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined belowin the Registration Rights Agreement), subject to adjustment as provided herein (including the “Warrant Common Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase the shares of Common Stock (including any Warrants to Purchase issuable upon conversion of the Notes and the shares of Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one issuable upon exercise of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) "1933 Act"). In connection with the Company’s prospectus dated as of 's obligations under the Registration Rights Agreement, on ____________ ___, 2023.200_, the Company filed a Registration Statement on Form SB-2 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated December 20, 2006. Very truly yours, [ISSUER'S COUNSEL] By:

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. ---------- Date: _______________ __, ______ --------------- -- ------ ---------------------------------- Name of Registered Holder By: ----------------------------- Name: Title: The Company ACKNOWLEDGMENT Gottbetter & Partners, LLP hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of will transfer shares of Common Stock on or prior to the applicable Share Delivery DateStock. -------------------- GOTTBETTER & PARTNERS. LLP By: ---------------------------------------------- Name: Title: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED PURSUANT TO AN AVAILABLE EXEMPTION UNDER THE 1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. CHARYS HOLDING COMPANY, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] 004 Number of Shares of Common Stock: [ ] 333,333 Date of Issuance: [ ]May 19, 2023 2006 (“Issuance Date”"ISSUANCE DATE") Sonnet BioTherapeutics HoldingsCharys Holding Company, Inc., a company organized under the law of Delaware corporation (the “Company”"COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ]PIERCE DIVERSIFIED STRATEGX XXXXER FUND LLC, the registered holder hereof or its permitted assigns (the “Holder”"HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon surrender of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”the "WARRANT"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase purchase Common Stock (the “Warrants”"SPA WARRANTS") issued pursuant to (i) Section 1 of that certain Underwriting Securities Purchase Agreement, dated as of __________May 19, 2023 2006 (the “Subscription Date”) "SUBSCRIPTION DATE"), by and between among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended investors (the “Registration Statement”"BUYERS") and referred to therein (iii) the Company’s prospectus dated as of __________, 2023"SECURITIES PURCHASE AGREEMENT").

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation VStock Transfer, LLC to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated March 26, 2018 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby VStock Transfer, LLC. By: Name: Title: Warrant No.: [ ] Number : (1) (2) (3) (4) (5) (6) 1. Attached hereto as Exhibit A are true, correct and complete copies of Shares resolutions duly adopted by the Board of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware Directors (the “CompanyBoard”) of the Company and the Board of Directors (the “Subsidiary Board”) of the Subsidiary (collectively, the “Board Resolutions”), hereby certifies that, for good and valuable consideration, approving the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined belowmatters contemplated by Section 3(b) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (Agreement. Such resolutions have not been amended, modified, supplemented, annulled or revoked and are in full force and effect in the “Warrants”) issued pursuant form adopted, and are the only resolutions adopted by the Board and the Subsidiary Board or by any committee of or designated by the Board and Subsidiary Board relating to (i) that certain Underwriting Agreementthe transactions contemplated by the Board Resolutions, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the transaction agreements identified in the Board Resolutions. All members of the Board and Subsidiary Board were, at the time of their approval of the resolutions attached hereto as Exhibit A, respectively, and have been at all times thereafter, duly elected, qualified, and acting directors of the Company and the Subsidiary, respectively. 2. Attached hereto as Exhibit B are true, correct and complete copies of the Certificate of Incorporation of the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended currently in effect (the “Registration StatementCertificate”) ), and the Certificate of Incorporation of the Subsidiary, as currently in effect (iii) the “Subsidiary Certificate”). The Certificate has not been amended subsequent to September 3, 2015, and no action has been taken by the Company’s prospectus dated , its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Certificate, and the Subsidiary Certificate has not been amended subsequent to June 28, 2013, and no action has been taken by the Subsidiary, its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Subsidiary Certificate. 3. Attached hereto as Exhibit C are true, correct and complete copies of __________the Bylaws of the Company, 2023as currently in effect (the “Bylaws”), and the Bylaws of the Subsidiary, as currently in effect (the “Subsidiary Bylaws”). The Bylaws have not been amended subsequent to September 3, 2015, and no action has been taken by the Company, its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Bylaws, and the Subsidiary Bylaws have not been amended subsequent to August 1, 2012, and no action has been taken by the Subsidiary, its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Subsidiary Bylaws.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: Dated (Name of Registered Holder) By: Name: Title: FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to , Federal Identification No. , a warrant to the common shares of XXXXXX XXXXXXX LTD., a Bermuda company, represented by warrant certificate no. , standing in the name of the undersigned on the books of said company. The undersigned does hereby irrevocably constitute and appoint , attorney to transfer the warrants of said company, with full power of substitution in the premises. : Dated (Name of Registered Holder) By: Name: Title: Exhibit B UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][to be included in global Warrant Certificates held through DTC] Warrants Xxxxxx Xxxxxxx Ltd. CUSIP: THIS CERTIFIES THAT ____________________ __or registered assigns, ______ Name is the registered holder of Registered Holder the number of Warrants (“Warrants”) set forth above. Each Warrant is issued by Xxxxxx Xxxxxxx Ltd. a Bermuda company, (the “Company”) as provided in the Warrant Agreement, hereinafter more fully described (the “Warrant Agreement”), and will entitle the holder thereof to purchase from the Company, subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after September 24, 2005 and before the close of business on September 24, 2007, subject to extension, in certain circumstances, as described in the Warrant Agreement (the “Expiration Date”) that number of fully paid and non-assessable Common Shares of the Company (“Common Shares”) described in the Schedule B to the Warrant Agreement, or, in certain circumstances described in the Warrant Agreement, Preferred Shares, subject to adjustments as provided in the Warrant Agreement, upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Shares filled in, at the stock transfer office in New York, New York, of Mellon Investor Services LLC, Warrant Agent of the Company (“Warrant Agent”) or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Warrant will entitle the holder to purchase Common Shares for $0.4689 per Common Share or, in certain circumstances, Preferred Shares as provided in the Warrant Agreement (subject to adjustments as provided in the Warrant Agreement). The number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment to prevent dilution. All Warrants not theretofore exercised will expire on the Expiration Date. This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of September 24, 2004, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at Xxxxxx Xxxxxxx Ltd. c/o Xxxxxx Xxxxxxx Inc. Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxx, XX 00000-0000 Telecopier No.: 000-000-0000 Attention: Xxxxxx X. Xxxxxxxxx. The Company may but shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Common Shares, but may make adjustment therefore in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. In certain cases, the sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use its best efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to shareholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of shares, reclassification of shares, change of par value or change of shares to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting shareholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Shares purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the register of members for the Company’s Common Shares or other class of shares purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said register of members. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that: (a) this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement, and (b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company shall not be required to issue or deliver any certificate for Common Shares or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable the holder of this Warrant Certificate at the time of surrender. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. Dated: XXXXXX XXXXXXX LTD. By: Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC as Warrant Agent By: Name: Title: The Company undersigned holder hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation exercises the right to issue purchase common shares (the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: “Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance DateShares”) Sonnet BioTherapeutics Holdings, Inc.of XXXXXX XXXXXXX LTD., a Bermuda company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, evidenced by the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns attached Warrant (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall . Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of __________, 2023Warrant.

Delivery of Warrant Shares. The Company shall deliver to the holder Holder _____________ Warrant Shares in accordance with the terms of the Warrant. Date: ______________________ __, __________________________________ Name of Registered Holder By: _______________________________ Name: Title: 140 EXHIBIT B ---------- TRANSFER NOTICE FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells, assigns and transfers unto the person or persons named below the right to purchase ______ shares of the Common Stock of XXXX INTERACTIVE SERVICES, INC. evidenced by the attached Warrant. Date: ______________________ ____________________________________ Name of Registered Holder By: _____________________________ Name: Title: Transferee Name and Address: ____________________________________ ____________________________________ ____________________________________ 141 EXHIBIT G TO EXCHANGE AGREEMENT REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January --------- 17, 2002, by and among XXXX INTERACTIVE SERVICES, INC., a Delaware corporation (the "Company"), and CASTLE CREEK TECHNOLOGY PARTNERS LLC ("CC"). ------- The Company hereby acknowledges this Exercise Notice has agreed, on the terms and hereby directs Securities Transfer Corporation subject to issue the above indicated conditions set forth in the Exchange Agreement of even date herewith (the "Exchange -------- Agreement"), to exchange shares of its Series C-1 Preferred Stock and $1,212,192 --------- in principal amount of its 1999 Note currently held by CC for certain number of shares of Common its Series D Junior Preferred Stock on or prior and a Preferred Exchange Warrant. In connection with the Exchange, the Company has also agreed to amended the applicable Share Delivery Dateterms of its stock purchase warrant dated August 25, 1999 and stock purchase warrant dated February 28, 2001 as set forth in the Amended A Warrant and the Amended C Warrant. By: Name: Title: Warrant No.: [ ] Number The shares of Shares Series D Junior Preferred Stock are convertible into shares ("Conversion Shares") of common stock, no par value, of the Company ----------------- ("Common Stock: [ ] Date ") and the Preferred Exchange Warrant is exercisable into shares ------------ ("Warrant Shares") of Issuance: [ ]the Company's Common Stock. -------------- In order to induce CC to enter into the Exchange Agreement, 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized the Company has agreed to provide certain registration rights under the law Securities Act of Delaware 1933, as amended (the “Company”"Securities Act"), hereby certifies thatand under applicable state securities laws. -------------- Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Exchange Agreement, for including the exhibits thereto. In consideration of CC's entering into the Exchange Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (parties agree as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of __________, 2023.follows:

Delivery of Warrant Shares. The Company shall deliver to the holder Holder, or its designee or agent as specified below, __________ Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, to the following address: Date: __:_____________ __, 20__ ______________________________ Name of Registered Holder By: By ___________________________ Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation directs___________ to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated ______________ , 2018, from the Company and acknowledged and agreed to the applicable Share Delivery Dateby . By: :_________________ Name: Xxxxxxxx X. Xxxxx Title: CEO Warrant No.: WB-[ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ]October 1, 2023 2018 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Freedom Leaf Inc., a company organized under the law of Delaware Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ [Merida Capital Partners II, LP] [Other Buyers], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon exercise of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [ ] fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the Bonus Warrants to Purchase purchase Common Stock (the “SPA Warrants”) issued pursuant to (i) Section 1 of that certain Underwriting Securities Purchase Agreement, dated as of __________September 28, 2023 2018, by and among the Company and the investors (the “Subscription DateBuyers”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended referred to therein (the “Registration StatementSecurities Purchase Agreement”) and (iii) the Company’s prospectus dated as of __________, 2023).

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby acknowledges this Exercise Notice assign and hereby directs Securities Transfer Corporation transfer to issue the above indicated number of ________________, Federal Identification No. __________, a warrant to purchase ____________ shares of Common Stock the capital stock of Flexxtech Corporation, a Nevada corporation, represented by warrant certificate no. _____, standing in the name of the undersigned on or prior the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________, attorney to transfer the applicable Share Delivery Datewarrants of said corporation, with full power of substitution in the premises. Dated: _________, ____ ____________________________________ By: Name_____________________________ Its: Title: _____________________________ WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT. FLEXXTECH CORPORATION WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] 2 Number of Shares of Common StockShares: [ ] 30,000 Date of Issuance: [ ]September 21, 2023 2001 Flexxtech Corporation (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc.the "Company"), a company organized corporation incorporated under the law laws of Delaware (the “Company”)State of Nevada, hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, [ ]Shay Keren, the registered holder hereof xxxxxx xxxeof, or its his permitted assigns (the “"Holder”"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effectCompany upon surrender of this Warrant, at any time or times on or after [ ] (the “Initial Exercisability Date”)date hereof, but not after 11:59 p.m., New York time, P.M. Eastern Time on the Expiration Date, Date (as defined below), [ ] ([●]herein) 30,000 fully paid non-assessable and nonassessable shares of Common Stock (as defined below), subject to adjustment as provided herein herein) of the Company (the “"Warrant Shares”). Except ") at the Warrant Exercise Price as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”1(a)(xvii) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of __________, 2023below.

Delivery of Warrant Shares. The Company shall deliver to the holder Holder __________ Warrant Shares in accordance with the terms of the Warrant Agent Agreement and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant. Delivery of Warrant Shares shall be made to Holder, or for its benefit, to the registered account which held the Warrant. Print name of the holder of the Warrant: ________________________________________ Signature: __________________________________________ Print name of signatory and title if the investor is a legal entity: _________________________________ Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of _____ Email Address: _____________________________________________________________________ FOR VALUE RECEIVED, 2023the undersigned registered holder hereby sells, assigns and transfers unto ________ Warrants to purchase shares of common stock of Incannex Healthcare Inc., a Delaware corporation, evidenced by the attached Warrant Certificate held by the undersigned, together with all right, title and interest therein. Contact Information of Registered Holder: Phone: Mailing Address: E-Mail Address: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Certificate No.: F-[●] CUSIP No.: n/a Number of Warrants: [●] Issue Date: November 28, 2023 This certifies that [●] (“Holder”), or its registered assigns, is the registered owner of the number of Warrants set forth above (the “Warrants”). Each Warrant entitles its registered holder to purchase from Incannex Healthcare Inc., a Delaware corporation (the “Company”), at any time prior to 5:00 P.M. (New York City time) on May 31, 2024, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of $98.63 per Warrant Share, subject to possible adjustments as provided in the Warrant Agency Agreement (as defined below). The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agency Agreement, dated as of December 29, 2023 (the “Warrant Agency Agreement”) between the Company and Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Warrant Agent”), which Warrant Agency Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. A copy of the Warrant Agency Agreement is available for inspection during business hours at the office of the Warrant Agent. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agency Agreement. In the event of any discrepancy or inconsistency between the terms and conditions of the Warrant Agency Agreement, the terms and conditions of the Warrant Certificate shall prevail, govern and control; provided that the terms of the Warrant Agency Agreement control and supersede any provision in the Warrant Certificate concerning the duties, liabilities, obligations and immunities of the Warrant Agent. The Company and the Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a holder of Common Stock of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation VStock Transfer, LLC to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated January 25, 2018 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby VStock Transfer, LLC. By: Name: Title: Warrant No.: [ ] Number Pursuant to Section 7(b)(vi) of Shares the Third Amended and Restated Securities Purchase Agreement, dated as of Common Stock: [ ] Date of Issuance: [ ]January 25, 2023 2018 (the “Issuance DatePurchase Agreement”) Sonnet BioTherapeutics Holdings), by and among Ener-Core, Inc., a company organized under the law of Delaware corporation (the “Company”), hereby certifies thatand the investors set forth on the Schedule of Buyers attached to the Purchase Agreement and the investors, for good if any, party to a joinder agreement with respect to the Purchase Agreement (each, a “Buyer” and valuable considerationcollectively, the receipt and sufficiency of which are hereby acknowledged“Buyers”), [ ]Xxxxxxx X. Xxxxxx, the registered holder hereof or its permitted assigns Secretary of the Company, hereby certifies, in his capacity as an officer of the Company and as an officer of Ener-Core Power, Inc., a Delaware corporation (the “HolderSubsidiary”), is entitledand not individually, subject to on behalf of the terms set forth belowCompany and the Subsidiary, to purchase from respectively, that: 1. Attached hereto as Exhibit A are true, correct and complete copies of resolutions duly adopted by the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] Board of Directors (the “Initial Exercisability DateBoard”) of the Company and the Board of Directors (the “Subsidiary Board”) of the Subsidiary (collectively, the “Board Resolutions”), but not after 11:59 p.m., New York time, on approving the Expiration Date, (as defined below), [ ] ([●]matters contemplated by Section 3(b) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (Agreement. Such resolutions have not been amended, modified, supplemented, annulled or revoked and are in full force and effect in the “Warrants”) issued pursuant form adopted, and are the only resolutions adopted by the Board and the Subsidiary Board or by any committee of or designated by the Board and Subsidiary Board relating to (i) that certain Underwriting Agreementthe transactions contemplated by the Board Resolutions, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the transaction agreements identified in the Board Resolutions. All members of the Board and Subsidiary Board were, at the time of their approval of the resolutions attached hereto as Exhibit A, respectively, and have been at all times thereafter, duly elected, qualified, and acting directors of the Company and the Subsidiary, respectively. 2. Attached hereto as Exhibit B are true, correct and complete copies of the Certificate of Incorporation of the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended currently in effect (the “Registration StatementCertificate”) ), and the Certificate of Incorporation of the Subsidiary, as currently in effect (iii) the “Subsidiary Certificate”). The Certificate has not been amended subsequent to September 3, 2015, and no action has been taken by the Company’s prospectus dated , its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Certificate, and the Subsidiary Certificate has not been amended subsequent to June 28, 2013, and no action has been taken by the Subsidiary, its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Subsidiary Certificate. 3. Attached hereto as Exhibit C are true, correct and complete copies of __________the Bylaws of the Company, 2023as currently in effect (the “Bylaws”), and the Bylaws of the Subsidiary, as currently in effect (the “Subsidiary Bylaws”). The Bylaws have not been amended subsequent to September 3, 2015, and no action has been taken by the Company, its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Bylaws, and the Subsidiary Bylaws have not been amended subsequent to August 1, 2012, and no action has been taken by the Subsidiary, its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Subsidiary Bylaws.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation VStock Transfer, LLC to issue the above indicated number of shares of Common Stock Ordinary Shares on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ [FORM OF CERTIFICATED PRE-FUNDED WARRANT] PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES Number of Shares of Common StockWarrant Shares: [ ] Date of Issuance: December [ ], 2023 2022 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby CUSIP: [•] THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES certifies that, for good and valuable considerationvalue received, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns [HOLDER] (the “Holder”), ) is entitled, subject to the terms set forth below, to purchase from Medlab Clinical Ltd. (the “Company”), at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] [•], 2022 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, Date (as defined below), [ ] up to ______________ ([●]_____________) fully paid non-assessable shares of Common Stock Ordinary Shares (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Pre-Funded Warrant to Purchase Common Stock Ordinary Shares (including any Pre-Funded Warrants to Purchase Common Stock Ordinary Shares issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock Ordinary Shares (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________[•], 2023 2022 (the “Subscription Date”) by and between the Company and Chardan Capital MarketsXX Xxxxxx, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 F-1 (File number 333-269307 under the Securities Act of 1933, as amended 267873) (the “Registration Statement”). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) and (iii) shall initially be the Companysole registered holder of this Warrant, subject to a Holder’s prospectus dated as right to elect to receive a Warrant in certificated form pursuant to the terms of __________the Warrant Agreement, 2023in which case this sentence shall not apply.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities American Stock Transfer Corporation & Trust Company, LLC to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ April [●], 2023 2019 (“Issuance Date”) Sonnet BioTherapeutics HoldingsOutlook Therapeutics, Inc., a company organized under the law laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] April [●], 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ______________ ([●]_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the 15-Month Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________April [●], 2023 2019 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx Oxxxxxxxxxx & Co. Inc., Inc. as representatives representative of the several underwriters named therein, (ii) the Company’s 's Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended 229761) (the “Registration Statement”). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) and (iii) shall initially be the Companysole registered holder of this Warrant, subject to a Holder’s prospectus dated as right to elect to receive a Warrant in certificated form pursuant to the terms of __________the Warrant Agent Agreement, 2023in which case this sentence shall not apply.

Delivery of Warrant Shares. The Company shall deliver to the holder Holder _____________ Warrant Shares in accordance with the terms of the Warrant. Date: ______________________ __, __________________________________ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of _____________________ Name: Title: EXHIBIT B ---------- TRANSFER NOTICE FOR VALUE RECEIVED, 2023the undersigned Holder of the attached Warrant hereby sells, assigns and transfers unto the person or persons named below the right to purchase ______ shares of the Common Stock of XXXX INTERACTIVE SERVICES, INC. evidenced by the attached Warrant. Date: ______________________ ____________________________________ Name of Registered Holder By: _______________________________ Name: Title: Transferee Name and Address: ____________________________________ ____________________________________ ____________________________________ XXXXXXX X-0 to Securities Purchase Agreement THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. Warrant to Purchase Issue Date: _____ ____, 2001 ________________Shares XXXX INTERACTIVE SERVICES, INC. WARRANT TO PURCHASE COMMON STOCK THIS CERTIFIES that Castle Creek Technology Partners LLC or any subsequent holder hereof (the "Holder"), has the right to purchase from XXXX INTERACTIVE ------ SERVICES, INC., a Colorado corporation (the "Company"), up to _______ fully paid ------- and nonassessable shares of the Company's common stock, no par value (the "Common Stock"), subject to adjustment as provided herein, at a price equal to ------------ the Exercise Price (as defined below), at any time beginning on the date on which this Warrant is issued (the "Issue Date") and ending at 5:00 p.m., eastern ---------- time, on the date that is the third (3rd) anniversary of the Issue Date (the "Expiration Date"). This Warrant is issued, and all rights hereunder shall be, --------------- subject to all of the conditions, limitations and provisions set forth herein and in the related Securities Purchase Agreement by and between the Company and the Holder (the "Securities Purchase Agreement"). Capitalized terms used herein ----------------------------- and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreement or the Articles of Amendment to the Company's Articles of Incorporation relating to the Series C-2 Preferred Stock ("Series C- -------- 2 Preferred Stock Articles of Amendment"). ---------------------------------------

Delivery of Warrant Shares. The Company shall deliver to the holder Holder _____________ Warrant Shares in accordance with the terms of the Warrant. Date: ______________________ ____________________________________ Name of Registered Holder By:_______________________________ Name: Title: EXHIBIT B --------- TRANSFER NOTICE FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells, assigns and transfers unto the person or persons named below the right to purchase ______ shares of the Common Stock of XXXX INTERACTIVE SERVICES, INC. evidenced by the attached Warrant. Date: ______________________ ____________________________________ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of _____________________ Name: Title: Transferee Name and Address: ____________________________________ ____________________________________ ____________________________________ EXHIBIT B-1 to Securities Purchase Agreement ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION of XXXX INTERACTIVE SERVICES, 2023INC. Pursuant to Section 0-000-000 of the Colorado Business Corporation Act XXXX INTERACTIVE SERVICES, INC., a Colorado corporation (the "Corporation"), hereby amends its Articles of Incorporation by adopting these ----------- Articles of Amendment ("Articles of Amendment") pursuant to Section 0-000-000 of --------------------- the Colorado Business Corporation Act to authorize a series of the Corporation's previously authorized Preferred Stock, no par value (the "Preferred Stock"), as --------------- follows: 1. The name of the Corporation is XXXX INTERACTIVE SERVICES, INC. 2. The Corporation's Board of Directors duly adopted these Articles of Amendment on February 22, 2001. 3. These Articles of Amendment hereby amend Article [ IV] of the Corporation's Articles of Incorporation by adding the following language at the end of such Article as follows: [11]. SERIES C-1 CONVERTIBLE PREFERRED STOCK 1. DESIGNATION AND AMOUNT The designation of this series, which consists of Two Thousand Five Hundred (2,500) shares of Preferred Stock, is the "Series C-1 Convertible Preferred Stock" (the "Series C-1 Preferred Stock") and the face amount of each share of -------------------------- Series C-1 Preferred Stock (each, a "Preferred Share" and collectively, the --------------- "Preferred Shares") shall be One Thousand Dollars ($1,000) per Preferred Share ---------------- (the "Stated Value"). The date on which the Preferred Shares are issued and ------------ sold, together with the Series C-1 Warrant (the

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. ---------- Date: _______________ __, ______ --------------- -- ------- ------------------------------------- Name of Registered Holder By: ------------------------------ Name: Title: The Company ACKNOWLEDGMENT Gottbetter & Partners, LLP hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of will transfer shares of Common Stock on or prior to the applicable Share Delivery DateStock. -------------------- GOTTBETTER & PARTNERS. LLP By: ------------------------------------- Name: Title: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED PURSUANT TO AN AVAILABLE EXEMPTION UNDER THE 1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. CHARYS HOLDING COMPANY, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] 005 Number of Shares of Common Stock: [ ] 1,000,000 Date of Issuance: [ ]May 19, 2023 2006 (“Issuance Date”"ISSUANCE DATE") Sonnet BioTherapeutics HoldingsCharys Holding Company, Inc., a company organized under the law of Delaware corporation (the “Company”"COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ]CASTLERIGG MASTER INVESTMENTS LTD., the registered holder hereof or its permitted assigns (the “Holder”"HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon surrender of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”the "WARRANT"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), One Million (1,000,000) fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase purchase Common Stock (the “Warrants”"SPA WARRANTS") issued pursuant to (i) Section 1 of that certain Underwriting Securities Purchase Agreement, dated as of __________May 19, 2023 2006 (the “Subscription Date”) "SUBSCRIPTION DATE"), by and between among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended investors (the “Registration Statement”"BUYERS") and referred to therein (iii) the Company’s prospectus dated as of __________, 2023"SECURITIES PURCHASE AGREEMENT").

Delivery of Warrant Shares. The Company shall deliver to the holder Holder, or its designee or agent as specified below, __________ Warrant Shares shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: _______________ __, Name of Registered Holder Name: Title: Tax ID:____________________________ Name of Registered Holder By: Name: Title: E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation ______________ to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to the applicable Share Delivery Dateby _______________. By: Name: Title: Adamis Pharmaceuticals Corporation Prefunded Warrant To Purchase Common Stock Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: March [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc.Adamis Pharmaceuticals Corporation, a company organized under the law of Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon exercise of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this the “Warrant”), at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 7,500,000 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 1619. This Warrant is one of the Warrants to Purchase Common Stock (the “Registered Warrants”) issued pursuant to (i) that certain Underwriting Securities Purchase Agreement, dated as of __________March 14, 2023 (the “Subscription Date”) ), by and between among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc.the investors (the “Buyers”) referred to therein, as representatives of amended from time to time (the several underwriters named therein, “Securities Purchase Agreement”) and (ii) the Company’s Registration Statement on Form S-1 S-3 (File number 333-269307 under 267365) (together with such other registration statement as may cover the Securities Act issuance or resale of 1933the Warrant Shares issuable hereunder, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of __________, 2023).

Delivery of Warrant Shares. The Company shall deliver to the holder Holder _____________ Warrant Shares in accordance with the terms of the Warrant. Date: ---------------------- ----------------------------------- Name of Registered Holder By: --------------------------------- Name: Title: EXHIBIT B to WARRANT TRANSFER NOTICE FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells, assigns and transfers unto the person or persons named below the right to purchase shares of the Common Stock of Alydaar Software Corporation evidenced by the attached Warrant. Date: ---------------------- ----------------------------------- Name of Registered Holder By: ------------------------------ Name: Title: Transferee Name and Address: ----------------------------------- ----------------------------------- ----------------------------------- -11- 55 EXHIBIT C TO SECURITIES PURCHASE AGREEMENT [NOTE: IN THE EVENT THAT ALYDAAR SOFTWARE CORPORATION CHANGES ITS JURISDICTION OF INCORPORATION PRIOR TO THE FILING OF THESE ARTICLES OF AMENDMENT, THE FORM HEREOF SHALL BE AMENDED TO CONFORM WITH THE REQUIREMENTS OF SUCH JURISDICTION; PROVIDED THAT THE SUBSTANTIVE PROVISIONS HEREOF SHALL REMAIN UNAFFECTED BY ANY SUCH AMENDMENT] ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF ALYDAAR SOFTWARE CORPORATION Pursuant to the North Carolina Business Corporation Act Alydaar Software Corporation, a corporation organized and existing under the laws of the State of North Carolina (the "Corporation"), hereby adopts the following Articles of Amendment to its Articles of Incorporation ("Articles of Amendment"): 1. The name of the Corporation is Alydaar Software Corporation. 2. These Articles of Amendment were duly adopted by the shareholders of the Corporation on _______________ ___, ______ Name , 1999 in accordance with the provisions of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer the North Carolina Business Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware Act (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of __________, 2023."Act"):

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Holder, or its designee or agent as specified below, Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: _______________ __, ______ Name of Registered Holder By: Name: Title: Tax ID: Facsimile: E-mail Address: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Class 2 Common Stock on or prior in accordance with the Transfer Agent Instructions dated , 202 , from the Company and acknowledged and agreed to the applicable Share Delivery Dateby . By: Name: Title: Warrant No.March , 2020 CANACCORD GENUITY LLC 00 Xxxx Xxxxxx Boston, Massachusetts 02110 Re: [ ] Number of Shares of Common StockTilray, Inc. Dear Sirs: [ ] Date of Issuance: [ ], 2023 This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Issuance DateUnderwriting Agreement”) Sonnet BioTherapeutics Holdingsbetween Tilray, Inc., a company organized under the law of Delaware corporation (the “Company”), hereby certifies thatand Canaccord Genuity LLC (“Canaccord”), relating to the proposed public offering of shares of the Class 2 Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Offering”). In order to induce Canaccord to enter into the Underwriting Agreement, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ]the undersigned agrees with Canaccord that, during the registered holder period beginning on the date hereof or its permitted assigns through and including the date that is the 90th day after the date of the Underwriting Agreement (the “HolderLock-Up Period”), is entitledthe undersigned will not, subject to without the terms set forth belowprior written consent of Canaccord, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time directly or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Dateindirectly, (as defined below)i) offer, [ ] ([●]) fully paid non-assessable sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock (as defined below)including, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined hereinwithout limitation, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants which may be deemed to Purchase Common Stock issued be beneficially owned by the undersigned in exchange, transfer or replacement hereof, this “Warrant”), shall have accordance with the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by rules and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 regulations promulgated under the Securities Act of 1933, as amended (the “Registration StatementSecurities Act”)) and (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth herein shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift or charitable contribution or (d) pursuant to a domestic relations order, divorce decree or court order; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (4) transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after completion of the Offering, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5, or otherwise) during the Lock-Up Period; (5) the entry, by the undersigned, at any time on or after the date of the Underwriting Agreement, into any trading plan providing for the sale of Common Stock by the undersigned, which trading plan meets the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided, however, that such plan does not provide for, or permit, the sale of any Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; (6) any transfers made by the undersigned to the Company, or the withholding of shares of Common Stock by the Company, to satisfy tax withholding obligations pursuant to the Company’s prospectus dated equity incentive plans or arrangements disclosed in the Prospectus (as defined in the Underwriting Agreement); (7) transfers or distributions of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock by a stockholder that is a trust to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (8) transfers to the Company in connection with the repurchase of Common Stock in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company; (9) the exercise by the undersigned of a stock option, or vesting or exercise of any other equity-based award, granted under a stock incentive plan or stock purchase plan described in the Prospectus, and the receipt by the undersigned from the Company of shares of Common Stock upon such exercise or vesting, insofar as such option or equity-based award is outstanding as of __________the date of the Prospectus, 2023.provided that the underlying shares shall continue to be subject to the restrictions on transfer set forth in this agreement and, provided, further that, if required, any public report or filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the exercise or vesting of a stock option or equity-based award, that no shares were sold by the reporting person and that the shares received upon exercise or vesting of the stock option or equity-based award are subject to a lock-up agreement with Canaccord; (10) a merger, consolidation or other similar transaction involving a Change of Control of the Company and approved by the Company’s board of directors, provided that, in the event that such Change of Control transaction is not completed, this clause shall not be applicable and the undersigned’s shares shall remain subject to the restrictions contained in this agreement; (11) transfers pursuant to the Underwriting Agreement; (12) in connection with the conversion of outstanding shares of preferred stock of the Company into Common Stock, or any reclassification or conversion of the Common Stock, provided that any Common Stock received upon such conversion or reclassification shall be subject to the restrictions set forth herein; or (13) transfers under a trading plan pursuant to Rule 10b5-1 under the Exchange Act that is existing as of the date hereof, provided that to the extent a public announcement or filing under the Exchange Act is required of the undersigned or the Company regarding the sale, such announcement or filing shall include a statement to the effect that the sale occurred pursuant to such trading plan pursuant to Rule 10b5-1. provided, however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to Canaccord, not later than one business day prior to such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to Canaccord, and (B) in the case of any transfer described in clause (1), (2), (3), (6) or (8) above, if the undersigned is required to file a report under Section 16(a) of the Exchange Act, or the insider reporting requirements of Canadian securities laws, reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that, (A) in the case of any transfer pursuant to clause (1) above, such transfer is being made as a gift or charitable donation, by will or intestate succession or pursuant to a domestic relations order, divorce decree or court order, (B) in the case of any transfer pursuant to clause (2) above, such transfer is being made to a stockholder, partner or member of, or owner of a similar equity interest in, the undersigned and is not a transfer for value, (C) in the case of any transfer pursuant to clause (3) above, such transfer is being made either (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value, (D) in the case of any transfer pursuant to clause (6) above, such transfer is being made to satisfy tax withholding obligations

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ ----------------------------------- Name of Registered Holder By: ----------------------------------- Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs Securities American Stock Transfer Corporation and Trust Company to issue the above indicated number of shares of Class A Common Stock on or prior in accordance with the Transfer Agent Instructions dated May __, 2005 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby American Stock Transfer and Trust Company. THE WET SEAL, INC. By: ----------------------------------- Name: Title: Warrant No.: [ ] Number EXHIBIT 5 EXHIBIT C REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), is entered into as of Shares of Common Stock: [ ] Date of Issuance: [ ]April 29, 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings2005, by and among The Wet Seal, Inc., a company organized under the law of Delaware corporation (the “Company”"COMPANY") and the buyers listed on the Schedule of Buyers attached hereto as EXHIBIT A (each, a "BUYER" and, collectively, the "BUYERS"). THE PARTIES TO THIS AGREEMENT enter into this agreement on the basis of the following facts, intentions and understanding: A. The Company and the Buyers entered into that certain Securities Purchase Agreement, dated as of April 29, 2005 (the "SECURITIES PURCHASE AGREEMENT"), hereby certifies thatand, for good upon the terms and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the conditions of the Securities Purchase Agreement, the Company has agreed to issue and sell to the Buyers an aggregate of (i) Twenty-Four Thousand Six Hundred (24,600) shares of the Company's Series C Convertible Preferred Stock, $0.01 par value (the "PREFERRED SHARES"), issued pursuant to the Company's Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock (the "CERTIFICATE OF Designations") related thereto, which shall be convertible into shares of Class A Common Stock of the Company (as converted, collectively, the "CONVERSION SHARES"), $0.10 par value per share (the "COMMON STOCK"), and (ii) Warrants (as the same may be amended, modified or supplemented from time to time in accordance with the terms set forth belowthereof, the "WARRANTS") to purchase from in the Company, at the Exercise Price aggregate up to seven million five hundred thousand (as defined below7,500,000) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined belowexercised, collectively, the "WARRANT SHARES"), subject . B. To induce the Buyers to adjustment as provided herein (execute and deliver the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Securities Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of has agreed to provide certain registration rights to the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 Buyers under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Registration Statement”) "1933 Act"), and (iii) the Company’s prospectus dated as of __________, 2023applicable state securities laws.

Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant. Date: (Print Name of Registered Holder) By: Name: Title: For Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase __, _____________ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number common stock of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics HoldingsCachet Financial Solutions, Inc., a company organized under to which the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this within Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of relates and appoints ____________________, 2023 (as attorney-in-fact, to transfer said right on the “Subscription Date”) books of Cachet Financial Solutions, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives conditions of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of within Warrant. Dated: __________________ (Signature) * (Name) (Address) (Social Security or Tax Identification No.) * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Warrant to Purchase Common Stock in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, 2023partnership, trust or other entity, please indicate your position(s) and title(s) with such entity. NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE UPON CONVERSION HEREOF OR UPON EXCHANGE HEREUNDER (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS; OR (II) AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. Issuance Date: June 1, 2016 $1,052,632 (USD) For Value Received, Cachet Financial Solutions, Inc., a corporation incorporated under the laws of the State of Delaware and located at 10000 Xxxx Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 (the “Company”), hereby promises to pay to the order of Columbus Capital Partners, L.P. or its successors or assigns (as applicable, the “Holder”), the principal amount of $1,052,632 (USD), on or prior to June 1, 2017 (the “Maturity Date”), in accordance with the terms hereof. This Convertible Term Promissory Note is hereinafter referred to as the “Note.”

Delivery of Warrant Shares. The Company shall deliver to out of its conditional share capital as set forth in article 5 of its Articles of Association the holder __________ Warrant Shares specified above in accordance with the terms of the Warrant. DateDated: _______________ __, ______ (Name of Registered Holder Holder) By: Name: Title: The Company * Fractional shares will be settled in cash in accordance with the Supplemental Warrant Agreement and Swiss law. FOR VALUE RECEIVED, the undersigned does hereby acknowledges this Exercise Notice assign and hereby directs Securities Transfer Corporation transfer to issue , Federal Identification No. , a warrant to the above indicated number of common shares of Common Stock XXXXXX XXXXXXX AG, a Swiss company, represented by warrant certificate no. , standing in the name of the undersigned on or prior the books of said company. The undersigned does hereby irrevocably constitute and appoint , attorney to transfer the applicable Share Delivery Datewarrants of said company, with full power of substitution in the premises. Dated: (Name of Registered Holder) By: Name: Title: Warrant No.To: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized Xxxxxx Xxxxxxx AG formerly registered under the law of Delaware name “Xxxxxx Xxxxxxx Holdings AG” c/o Xxxxxx Xxxxxxx Inc. Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxx, Xxx Xxxxxx 00000-0000 (the “Company”), hereby certifies that, for good ) and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ [Swiss Bank] [·] (the “Initial Exercisability DateSwiss Agent”)) From: Warrant Agent Mellon Investor Services LLC Newport Office Center VII 000 Xxxxxxxxxx Xxxx. Xxxxxx Xxxx, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein Xxx Xxxxxx 00000 (the “Warrant SharesAgent”). Except as otherwise defined herein, capitalized terms ) The Warrant Agent in this Warrant relation to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (under the “Warrants”) issued pursuant to (i) that certain Underwriting Supplemental Warrant Agreement, dated as of __________February 9, 2023 2009, between Xxxxxx Xxxxxxx AG, Xxxxxx Xxxxxxx Ltd. and Mellon Investor Services LLC, as Warrant Agent (the “Subscription DateSupplemental Warrant Agreement”) 1. herewith informs the Company that on [•] [specify date(s)] it has received Forms of Election to Purchase in relation to the Warrants exercisable into registered shares, nominal value CHF 3.00 per share, of Xxxxxx Xxxxxxx AG (“Shares”), such number of Forms of Election to Purchase relating to the exercise of an aggregate number of [•] Warrants (which corresponds to an aggregate number of [•] Shares*) and presents this Exercise Notice to the Company for the issuance out of the Company’s conditional share capital as set forth in Article 5 of its Articles of Association of [•]* Shares at the exercise price of $[•] per Share; and * In accordance with the Supplemental Warrant Agreement and Swiss law, only whole Shares shall be issued. Any fractional amounts here indicated shall be settled in cash by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives disregarded by the Swiss Agent. 2. confirms that it has paid by wire transfer the aggregate amount of USD [•] to the following account of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of __________, 2023.Swiss Agent:

Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant. Date:__________________________ (Print Name of Registered Holder) By: ____________________________ Name: __________________________ Title: ___________________________ For Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of Spyr, Inc., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of Spyr, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant. Dated: __________________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of ____________________ (Signature) * ________________________________ (Name) ________________________________ (Address) ________________________________ (Social Security or Tax Identification No.) * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, 2023partnership, trust or other entity, please indicate your position(s) and title(s) with such entity. NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: 200,000 Date of Issuance: April 20, 2018 (“Issuance Date”) This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the purchase price of $150,000.00 for the first tranche of $157,894.74 under the $500,000.00 convertible promissory note issued to the Holder (as defined below) on April 20, 2018 by the Company (as defined below) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Spyr, Inc., a Nevada corporation (the “Company”), up to 200,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 20, 2018, by and among the Company and the Holder (the “Purchase Agreement”).

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Continental Stock Transfer Corporation & Trust Company to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ January [·], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings2019 LEAP THERAPEUTICS, Inc.INC. 00 Xxxxxxxxx Xxxxxx, a company organized under Xxxxx X0-0 Xxxxxxxxx, XX 00000 XXXXXXX XXXXX & ASSOCIATES, INC. LADENBURG XXXXXXXX & CO. INC. As Representatives of the law of Delaware Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 x/x Xxxxxxxxx Xxxxxxxx & Co. Inc. 000 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: This letter is delivered to you pursuant to the Underwriting Agreement (the “CompanyUnderwriting Agreement”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject ) to the terms set forth below, to purchase from be entered into by the Company, at the Exercise Price (as defined below) then in effectissuer, at any time or times on or after [ ] (the “Initial Exercisability Date”)and Xxxxxxx Xxxxx & Associates, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC Inc. and Ladenburg Txxxxxxx Xxxxxxxx & Co. Inc., as the representatives (the “Representatives”) of certain underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the several underwriters named thereinUnderwriting Agreement, the Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company and warrants to purchase Common Stock of the Company (ii) the Company’s Registration Statement “Securities”), as described in and contemplated by the Underwriting Agreement and the registration statement of the Company on Form S-1 (S-3, File number No. 333-269307 223419 (the “Registration Statement”), as filed with the Securities and Exchange Commission on March 2, 2018 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Registration StatementAct”) ), and the Securities Exchange Act of 1934, as amended (iii) the “Exchange Act”), for a period commencing on the date hereof and ending 60 days after the date of the Company’s Prospectus first filed in connection with the Offering pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the Representatives or (ii) exercise or seek to exercise or effectuate in any manner at any time during the Lock-Up Period any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall not apply to: (1) the Company Securities being offered in the prospectus dated included in the Registration Statement; (2) any grant or exercise of options pursuant to the Company’s equity incentive plans; (3) any exercise, exchange or conversion of any warrant to acquire shares of capital stock of the Company or any other security convertible into or exchangeable for shares of capital stock of the Company; (4) shares of the Company’s Common Stock sold by the undersigned pursuant to a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, in existence on the date hereof; (5) transfers of __________shares of capital stock of the Company as a bona fide gift or gifts; (6) transfers or dispositions of shares of capital stock of the Company or any securities convertible into, 2023.or exercisable or exchangeable for such capital stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned in transactions not involving a disposition for value; (7) transfers or dispositions of shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value; (8) transfers or dispositions of shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; or (9) distributions of shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock to partners, members, stockholders or other equityholders of the undersigned;

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Warrant to the [address]/[DWAC account] set forth below Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation Computershare Trust Company, N.A. to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. LARIMAR THERAPEUTICS, INC. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ]______, 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] (20__ [●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 _] Re: [ ] (the “Subscription DateCompany”) by and between Dear Sir: [___________] (“[__________]”) intends to transfer _______ Warrants (the “Warrants”) of the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, to __________ (ii“________”) the Company’s Registration Statement on Form S-1 (File number 333-269307 without registration under the Securities Act of 1933, as amended (the “Registration StatementSecurities Act”) ). In connection therewith, we have examined and (iii) relied upon the Company’s prospectus dated truth of representations contained in an Investor Representation Letter attached hereto and have examined such other documents and issues of law as we have deemed relevant. Based on and subject to the foregoing, we are of the opinion that the transfer of the Warrants by _______ to ______ may be effected without registration under the Securities Act. The foregoing opinion is furnished only to ____________ and may not be used, 2023circulated, quoted or otherwise referred to or relied upon by you for any purposes other than the purpose for which furnished or by any other person for any purpose, without our prior written consent. Very truly yours, _____, 20__ [_________________] Gentlemen: _________ (“___”) has agreed to purchase _________ Warrants (the “Warrants”) of [ ] (the “Company”) from [___________] (“[_________]”). We understand that the Warrants are “restricted securities.” We represent and warrant that ______ is a sophisticated institutional investor that would qualify as an “Accredited Investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). ________ represents and warrants as of the date hereof as follows: 1. That it is acquiring the Warrants and the shares of common stock, $0.001 par value per share underlying such Warrants (the “Exercise Shares”) solely for its account as principal and not with a view to or for sale or distribution of said Warrants or Exercise Shares or any part thereof in violation of the Securities Act. ________ also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares _________ is acquiring or being acquired for, and will be held for, its account only; 2. That the Warrants and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. _____________ recognizes that the Company has no obligation to register the Warrants, or to comply with any exemption from such registration; or 3. That neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities American Stock Transfer Corporation & Trust Company to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated , from the Company and acknowledged and agreed to the applicable Share Delivery Dateby American Stock Transfer & Trust Company. By: Name: Title: Warrant No.American Stock Transfer & Trust Company, LLC 6200 00xx Xxxxxx Xxxxxxxx, XX 00000 Xelephone: [ 700-000-0000 Facsimile: 700-000-0000 Attention: Cxxxx Xxxxxxx, Relationship Manager E-mail: cxxxxxxx@xxxxxxx.xxx Re: Mxxxxxx Bio Innovations, Inc. Ladies and Gentlemen: [We are][I am] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdingscounsel to Mxxxxxx Bio Innovations, Inc., a company organized under the law of Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, have represented the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then Company in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) connection with that certain Underwriting Registration Rights Agreement, dated as of __________December 15, 2023 2017 (the “Subscription DateRegistration Rights Agreement”) ), entered into by and between among the Company and Chardan Capital Marketsthe persons named therein (collectively, LLC and Ladenburg Txxxxxxx & Co. Inc.the “Holders”) pursuant to which the Company agreed, as representatives among other things, to register the resale of the several underwriters named therein, Registrable Securities (iias defined in the Registration Rights Agreement) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement1933 Act”) and (iii) ). In connection with the Company’s prospectus dated as of obligations under the Registration Rights Agreement, on , 201_, the Company filed a Registration Statement on Form S-3 (File No. 333-_______________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, 2023.[we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and to [our][my] knowledge, based on a review of the Stop Orders page of the SEC’s website, there has not been issued any stop order suspending its effectiveness nor have there been any proceedings for that purpose instituted nor are any such proceedings pending before or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2018. Very truly yours, [ISSUER’S COUNSEL] By:

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ ____________________ Name of Registered Holder By: ____________________ Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation [INSERT NAME OF TRANSFER AGENT] to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated July ____, 2016 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby [INSERT NAME OF TRANSFER AGENT]. By: :__________ Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of ___________, 2023 0000 Xxxxxxxxx Xxxxxxxx & Co. Inc. 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Public Offering of Xenetic Biosciences, Inc. Ladies and Gentlemen: The undersigned, an officer, director or holder of common stock, par value $0.01 per share (“Common Stock”), or rights to acquire Common Stock, of Xenetic Biosciences, Inc. (the “Subscription DateCompany”), understands that you, as the underwriter, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Offering”) by you of shares of Common Stock and between warrants to purchase shares of Common Stock (together, the Company and Chardan Capital Markets“Securities”), LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement pursuant to a registration statement on Form S-1 (File number 333-269307 under the Securities Act of 1933as amended, as amended (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of your agreement to enter into the Underwriting Agreement and to proceed with the Offering of the Securities, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company and you that, without your prior written consent, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days (the “Lock-Up Period”) after the date of the final prospectus relating to the Offering (the “Prospectus”), directly or indirectly: (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially or may be deemed to be beneficially owned (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”)) by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to do any of the foregoing. The restrictions in the immediately preceding paragraph shall not apply to: (a) the sale of the Common Stock to be sold pursuant to the Underwriting Agreement; (b) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift, or gifts, (ii) to an immediate family member or a trust for the direct or indirect benefit of the undersigned or such immediate family member of the undersigned, or (iii) by will or intestacy; (c) equity securities issued pursuant to the Company’s prospectus dated equity incentive plans in effect as of __________the date hereof or pursuant to bona fide equity incentive plans hereafter established, 2023.and the exercise of options granted under the Company’s equity incentive plans; provided that the shares of Common Stock delivered upon such exercise are subject to the restrictions set forth in the immediately preceding paragraph; (d) transfers of shares of Common Stock to the Company (i) as forfeitures to satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise of equity awards granted pursuant to the Company’s equity incentive plans, or (ii) pursuant to a net exercise or cashless exercise by the stockholder of outstanding equity awards pursuant to the Company’s equity incentive plans; (e) the establishment of a trading plan that complies with Rule 10b5-1 under the Exchange Act; provided, however, that (i) the restrictions shall apply in full force to sales or other dispositions pursuant to such Rule 10b5-1 plan during the Lock-Up Period and (ii) no public announcement or disclosure of entry into such Rule 10b5-1 plan is made or required to be made, including any filing with the SEC under Section 13 or Section 16 of the Exchange Act; (f) transfers of shares of Common Stock to a charity or education institution; (g) if the undersigned is or, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Common Stock to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; and (h) transactions relating to the Common Stock acquired in open market transactions after the completion of the Offering;

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation VStock Transfer, LLC to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated December 20, 2017 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby VStock Transfer, LLC. By: Name: Title: Warrant No.: [ ] Number : (1) (2) (3) (4) (5) (6) Exhibit II 1. Attached hereto as Exhibit A are true, correct and complete copies of Shares resolutions duly adopted by the Board of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware Directors (the “CompanyBoard”) of the Company and the Board of Directors (the “Subsidiary Board”) of the Subsidiary (collectively, the “Board Resolutions”), hereby certifies that, for good and valuable consideration, approving the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined belowmatters contemplated by Section 3(b) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (Agreement. Such resolutions have not been amended, modified, supplemented, annulled or revoked and are in full force and effect in the “Warrants”) issued pursuant form adopted, and are the only resolutions adopted by the Board and the Subsidiary Board or by any committee of or designated by the Board and Subsidiary Board relating to (i) that certain Underwriting Agreementthe transactions contemplated by the Board Resolutions, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the transaction agreements identified in the Board Resolutions. All members of the Board and Subsidiary Board were, at the time of their approval of the resolutions attached hereto as Exhibit A, respectively, and have been at all times thereafter, duly elected, qualified, and acting directors of the Company and the Subsidiary, respectively. 2. Attached hereto as Exhibit B are true, correct and complete copies of the Certificate of Incorporation of the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended currently in effect (the “Registration StatementCertificate”) ), and the Certificate of Incorporation of the Subsidiary, as currently in effect (iii) the “Subsidiary Certificate”). The Certificate has not been amended subsequent to September 3, 2015, and no action has been taken by the Company’s prospectus dated , its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Certificate, and the Subsidiary Certificate has not been amended subsequent to June 28, 2013, and no action has been taken by the Subsidiary, its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Subsidiary Certificate. 3. Attached hereto as Exhibit C are true, correct and complete copies of __________the Bylaws of the Company, 2023as currently in effect (the “Bylaws”), and the Bylaws of the Subsidiary, as currently in effect (the “Subsidiary Bylaws”). The Bylaws have not been amended subsequent to September 3, 2015, and no action has been taken by the Company, its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Bylaws, and the Subsidiary Bylaws have not been amended subsequent to August 1, 2012, and no action has been taken by the Subsidiary, its stockholders, directors, or officers to authorize or effect any further amendment or modification to such Subsidiary Bylaws.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: ________________________ Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Shares:_____________ Date of Issuance: [ ]March 22, 2023 2013 (“"Issuance Date”") Sonnet BioTherapeutics Holdings, Intellipharmaceutics International Inc., a company organized corporation existing under the law laws of Delaware Canada (the “"Company”"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ [BUYER], the registered holder hereof or its permitted assigns (the “"Holder”"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after [ ] (the “Initial Exercisability Issuance Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ______________ ([●]) _____________)1 fully paid non-assessable shares of nonassessable Common Stock (as defined below)Shares, subject to adjustment as provided herein (the “"Warrant Shares”"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 1621. This Warrant is one of the Warrants to Purchase Common Stock Shares (the “"Warrants”") issued pursuant to (i) that certain Underwriting Agreementthe Company's Registration Statement on Form F-3, dated as of __________, 2023 amended (File number 333-178190) (the “Subscription Date”"Registration Statement") by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s 's prospectus supplement dated as of __________March [ ], 20232013.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ ------------------------------------ Name of Registered Holder By: --------------------------------- Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs Securities [Transfer Corporation Agent] to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated September __, 2003 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby [Transfer Agent]. DIGITALTHINK, INC. By: -------------------------------- Name: Title: Warrant No.EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Attn: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of ____________] Re: DigitalThink, 2023 Inc. Ladies and Gentlemen: We are counsel to DigitalThink, Inc., a Delaware corporation (the “Subscription Date”) "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of September 8, 2003 (the "Purchase Agreement"), entered into by and between among the Company and Chardan Capital Marketsthe buyers named therein (collectively, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives the "Holders") pursuant to which the Company issued to the Holders its shares of the several underwriters named thereinCompany's Common Stock, par value $0.001 per share (iithe "Common Stock") and warrants exercisable for shares of Company Common Stock (the Company’s "Warrants"). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Statement on Form S-1 Rights Agreement with the Holders (File number 333-269307 the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the Common Shares and the shares of Company Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) "1933 Act"). In connection with the Company’s prospectus dated as of 's obligations under the Registration Rights Agreement, on ____________ ___, 2023.200_, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [ISSUER'S COUNSEL] By:_____________________

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. ---------- Date: _______________ __, ______ --------------- -- ------ ------------------------------------ Name of Registered Holder By: ------------------------------- Name: Title: The Company ACKNOWLEDGMENT Gottbetter & Partners, LLP hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of will transfer shares of Common Stock on or prior to the applicable Share Delivery DateStock. -------------------- GOTTBETTER & PARTNERS. LLP By: ------------------------------------- Name: Title: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED PURSUANT TO AN AVAILABLE EXEMPTION UNDER THE 1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. CHARYS HOLDING COMPANY, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] 002 Number of Shares of Common Stock: [ ] 866,667 Date of Issuance: [ ]May 19, 2023 2006 (“Issuance Date”"ISSUANCE DATE") Sonnet BioTherapeutics HoldingsCharys Holding Company, Inc., a company organized under the law of Delaware corporation (the “Company”"COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ]ENABLE GROWTH PARTNERS LP, the registered holder hereof or its permitted assigns (the “Holder”"HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon surrender of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”the "WARRANT"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), Eight Hundred Sixty Six Thousand Six Hundred Sixty-Seven (866,667) fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase purchase Common Stock (the “Warrants”"SPA WARRANTS") issued pursuant to (i) Section 1 of that certain Underwriting Securities Purchase Agreement, dated as of __________May 19, 2023 2006 (the “Subscription Date”) "SUBSCRIPTION DATE"), by and between among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended investors (the “Registration Statement”"BUYERS") and referred to therein (iii) the Company’s prospectus dated as of __________, 2023"SECURITIES PURCHASE AGREEMENT").

Delivery of Warrant Shares. The Company shall deliver to Holder requests that a certificate for such shares of Common Stock be registered in the holder name of ___________________, whose address is __________________________ Warrant Shares in accordance with and that such shares of Common Stock be delivered to ___________________ whose address (or DWAC account number) is _______________________. Signature of Authorized Signatory of Investing Entity: Name of Authorized Signatory: Title of Authorized Signatory: Date: FOR VALUE RECEIVED, the terms undersigned assigns and transfers ____________ of the Warrant. DateWarrants [represented by this Warrant Certificate] to: Assignee Name: ______________________________________ Assignee Address: ______________________________________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of ____________________________________ and irrevocably appoints the following ______________________ as its agent to transfer such Warrants on the books of the Warrant Agent. Assignor Name: _____________________________________ By: ______________________________________ Name: ______________________________________ Title: ______________________________________ Date: ______________________________________ Vertex Energy, 2023 Inc., 1000 Xxxxxx Xx., Xxxxx 000 Xxxxxxx, Xxxxx 00000 Ladies and Gentlemen: Reference is hereby made to (a) that certain Loan and Security Agreement, dated as of April 1, 2022 (the “Subscription DateTerm Loan Credit Agreement”), by and among Vertex Refining Alabama LLC, as Borrower thereunder, Vertex Energy, Inc. (the “Company”), as Parent and Guarantor thereunder, certain direct and indirect subsidiaries of the Company, as Guarantors thereunder, the Lenders from time to time party thereto and Cantor Fxxxxxxxxx Securities as Agent thereunder and (b) that certain Warrant Agreement, dated as of April 1, 2022 (the “Warrant Agreement”), by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx Continental Stock Transfer & Co. Inc.Trust Company, as representatives Warrant Agent thereunder. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Warrant Agreement. In connection with the consummation of the several underwriters named thereintransactions contemplated by the Term Loan Credit Agreement, the Company has agreed to issue (iithe “Issuance”) to the undersigned (“Recipient”) the number of Warrants (as defined in the Term Loan Credit Agreement) set forth opposite the name of the Recipient on Schedule A of the Warrant Agreement. Each such Warrant shall entitle Recipient to purchase one share of the Company’s Registration Statement on Form S-1 (File number 333-269307 common stock at the exercise price set forth in the Warrant Agreement. Recipient acknowledges and agrees that the Warrants issued pursuant to the Term Loan Credit Agreement are subject to, and entitled to the benefit of, the terms, provisions and conditions set forth in the Warrant Agreement. In connection with, and as a condition to, the Issuance, Recipient hereby represents and warrants to the Company as follows: 1. It is an “Accredited Investor,” as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Registration StatementSecurities Act”) ). 2. It has such knowledge, skill and (iii) experience in securities, business and financial matters and investments generally, based on actual participation, that it is capable of evaluating the merits and risks of an investment in the Company and the Warrants and the suitability thereof as an investment for it. 3. It is capable of bearing and managing the risk of its investment in the Warrants. 4. It has reviewed such documents and information from the Company that it has requested and has had adequate opportunity to ask questions of and receive answers from the Company’s prospectus dated as officers, directors and representatives concerning the terms and conditions of __________the Warrants, 2023and the Company’s business, financial condition, properties, operations and prospects, and, without limiting any of Recipient’s rights under the Term Loan Credit Agreement or the Warrant Agreement, all such questions, if any, have been answered to its satisfaction. The Recipient is relying on the representations and warranties contained in the Term Loan Credit Agreement and its own investigation and evaluation of the Company and the Warrants and not on any other information.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Interwest Transfer Corporation Co., Inc. to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated February __, 2009 from the Company and acknowledged and agreed to the applicable Share Delivery Date. by Interwest Transfer Co., Inc. By: Name: Title: Warrant No.Interwest Transfer Co., Inc. 0000 Xxxx 0000 Xxxxx, Xxxxx 000 XX Xxx 00000 Xxxx Xxxx Xxxx, XX 00000 Attention: [ ] Number of Shares of Common StockXxxxxx Xxxxxxxx Ladies and Gentlemen: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), Reference is entitled, subject made to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Series A Convertible Preferred Stock Purchase Agreement, dated as of ________February __, 2023 2009 (the “Subscription Date”) "Agreement"), by and between among EnterConnect Inc., a Nevada corporation (the "Company"), and the investors named on the Schedule of Buyers attached thereto (collectively, the "Holders"), pursuant to which the Company and Chardan Capital Marketsis issuing to the Holders (i) Series A Convertible Preferred Stock (the "Series A Stock"), LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives which will be convertible into shares of the several underwriters named thereinCompany's common stock, $0.001 par value per share (the "Common Stock"), and (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended warrants (the “Registration Statement”"Warrants"), which are exercisable to purchase shares of Common Stock. This letter shall serve as our authorization and direction to you (provided that you are the transfer agent of the Company at such time), subject to any stop transfer instructions that we may issue to you from time to time, if any: 1. TO ISSUE SHARES OF COMMON STOCK UPON CONVERSION OF THE SERIES A STOCK (THE "CONVERSION SHARES") and TO OR UPON THE ORDER OF A HOLDER FROM TIME TO TIME UPON DELIVERY TO YOU OF A PROPERLY COMPLETED AND DULY EXECUTED CONVERSION NOTICE, IN THE FORM ATTACHED HERETO AS EXHIBIT I, WHICH HAS BEEN ACKNOWLEDGED BY THE COMPANY AS INDICATED BY THE SIGNATURE OF A DULY AUTHORIZED OFFICER OF THE COMPANY THEREON; 2. TO ISSUE SHARES OF COMMON STOCK UPON EXERCISE OF THE WARRANTS (iiiTHE "WARRANT SHARES") the Company’s prospectus dated as of __________TO OR UPON THE ORDER OF A HOLDER FROM TIME TO TIME UPON DELIVERY TO YOU OF A PROPERLY COMPLETED AND DULY EXECUTED EXERCISE NOTICE, 2023.IN THE FORM ATTACHED HERETO AS EXHIBIT II, WHICH HAS BEEN ACKNOWLEDGED BY THE COMPANY AS INDICATED BY THE SIGNATURE OF A DULY

Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ (Print Name of Registered Holder Holder) By: __________________________ Name: ________________________ Title: The Company _________________________ For Value Received, the undersigned hereby acknowledges this Exercise Notice sells, assigns, and hereby directs Securities Transfer Corporation transfers unto ____________________ the right to issue the above indicated number of purchase _______________ shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number common stock of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics HoldingsSpyr, Inc., a company organized under to which the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of within Common Stock (as defined below), subject to adjustment as provided herein (the “Purchase Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of relates and appoints ____________________, 2023 (as attorney-in-fact, to transfer said right on the “Subscription Date”) books of Spyr, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives conditions of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of within Warrant. Dated: __________________ ________________________________ (Signature) * ________________________________ (Name) ________________________________ (Address) ________________________________ (Social Security or Tax Identification No.) * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, 2023partnership, trust or other entity, please indicate your position(s) and title(s) with such entity. NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: 100,000 Date of Issuance: April 20, 2018 (“Issuance Date”) This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the purchase price of $150,000.00 for the first tranche of $157,894.74 under the $500,000.00 convertible promissory note issued to the Holder (as defined below) on April 20, 2018 by the Company (as defined below) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Spyr, Inc., a Nevada corporation (the “Company”), up to 100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 20, 2018, by and among the Company and the Holder (the “Purchase Agreement”).

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Corporate Stock Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior in accordance with the Irrevocable Transfer Agent Instructions dated January , 2007 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby Corporate Stock Transfer. By: Name: Title: Warrant No.Corporate Stock Transfer 0000 Xxxxxx Xxxxx Xxxxx Xxxxx Xxxxx 000 Xxxxxx, XX 00000 Re: [ FP Technology, Inc. Ladies and Gentlemen: [We are][I am] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdingscounsel to FP Technology, Inc., a company organized under the law of Delaware corporation (the “"Company”"), hereby certifies that, for good and valuable consideration, have represented the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns Company in connection with that certain Master Exchange Agreement (the "Exchange Agreement") entered into by and among the Company and the “Holder”Purchasers” identified on the signature pages thereto, pursuant to which (i) the Company issued to the Purchasers senior secured convertible notes (the "Notes") convertible into the shares of Company's common stock (the "Common Stock"), is entitled, subject $0.001 par value per share and (ii) the Company issued to the terms set forth belowPurchasers and to Xxxxxx & Xxxxxxx, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable LLC warrants exercisable for shares of Common Stock (the "Warrants"). Pursuant to the Exchange Agreement, the Company also has entered into a Registration Rights Agreement with the Purchasers (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Transfer Restricted Securities (as defined belowin the Registration Rights Agreement), subject to adjustment as provided herein (including the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase shares of Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one issuable upon conversion of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives Notes or exercise of the several underwriters named thereinWarrants, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) "1933 Act"). In connection with the Company’s prospectus dated as of 's obligations under the Registration Rights Agreement, on ____________ ___, 2023200_, the Company filed a Registration Statement on Form S-[3][1] (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Transfer Restricted Securities which names each of the Purchasers as a selling shareholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Transfer Restricted Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing opinion to you that the shares of Common Stock are freely transferable by the Purchasers pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of the shares of Common Stock to the Purchasers as contemplated by the Company's Irrevocable Transfer Agent Instructions dated January , 2007. This letter shall serve as our standing opinion with regard to this matter. Very truly yours, [ISSUER'S COUNSEL] By:_____________________ CC: [LIST NAMES OF PURCHASERS] THIS SATISFACTION AND DISCHARGE AGREEMENT, dated as of January 24, 2007 (this “Agreement”), between FP TECHNOLOGY, INC. (the “Company”) and THE BANK OF NEW YORK, in its capacity as Trustee under the Indenture (as such term is defined below) (in such capacity the “Trustee”); in its capacity as Depositary under the Deposit Agreement (as such term is defined below) (in such capacity the “Depositary”); and in its capacity as Escrow Agent under the Escrow Agreement (as such term is defined below) (in such capacity the “Escrow Agent”) (each, a “Party”, and, collectively, the “Parties”).

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Continental Stock Transfer Corporation & Trust Company to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common StockWarrant Shares: [ ] Date of Issuance: [ [●], 2023 2019 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby CUSIP: [●] THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK certifies that, for good and valuable considerationvalue received, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns [HOLDER] (the “Holder”), ) is entitled, subject to the terms set forth below, to purchase from Vislink Technologies, Inc. (the “Company”), at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] [●], 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, Date (as defined below), [ ] up to ______________ ([●]_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________[●], 2023 2019 (the “Subscription Date”) by and between the Company and Chardan Capital MarketsA.G.P./Alliance Global Partners, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended 333-[●]) (the “Registration Statement”). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) and (iii) shall initially be the Companysole registered holder of this Warrant, subject to a Holder’s prospectus dated as right to elect to receive a Warrant in certificated form pursuant to the terms of __________the Warrant Agreement, 2023in which case this sentence shall not apply.

Delivery of Warrant Shares. The Company shall deliver to the holder Holder __________ Warrant Shares in accordance with the terms of the Warrant Agent Agreement and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant. Delivery of Warrant Shares shall be made to Holder, or for its benefit, to the registered account which held the Warrant. Print name of the holder of the Warrant: ________________________________________ Signature: __________________________________________ Print name of signatory and title if the investor is a legal entity: _________________________________ Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of _____ Email Address: _____________________________________________________________________ FOR VALUE RECEIVED, 2023the undersigned registered holder hereby sells, assigns and transfers unto ________ Warrants to purchase shares of common stock of Incannex Healthcare Inc., a Delaware corporation, evidenced by the attached Warrant Certificate held by the undersigned, together with all right, title and interest therein. Contact Information of Registered Holder: Phone: Mailing Address: E-Mail Address: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Certificate No.: G-[●] CUSIP No.: n/a Number of Warrants: [●] Issue Date: November 28, 2023 This certifies that [●] (“Holder”), or its registered assigns, is the registered owner of the number of Warrants set forth above (the “Warrants”). Each Warrant entitles its registered holder to purchase from Incannex Healthcare Inc., a Delaware corporation (the “Company”), at any time prior to 5:00 P.M. (New York City time) on April 30, 2026, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of $16.44 per Warrant Share, subject to possible adjustments as provided in the Warrant Agency Agreement (as defined below). The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agency Agreement, dated as of December 29, 2023 (the “Warrant Agency Agreement”) between the Company and Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Warrant Agent”), which Warrant Agency Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. A copy of the Warrant Agency Agreement is available for inspection during business hours at the office of the Warrant Agent. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agency Agreement. In the event of any discrepancy or inconsistency between the terms and conditions of the Warrant Agency Agreement, the terms and conditions of the Warrant Certificate shall prevail, govern and control; provided that the terms of the Warrant Agency Agreement control and supersede any provision in the Warrant Certificate concerning the duties, liabilities, obligations and immunities of the Warrant Agent. The Company and the Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a holder of Common Stock of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

Delivery of Warrant Shares. The Company shall deliver to the holder Holder, or its designee or agent as specified below, __________ Warrant Shares in accordance with the terms of the Warrant. DateDelivery shall be made to Holder, or for its benefit, as follows: [ ] Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: [ ] Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Name of Registered Holder By: Tax ID: Name: Email: Title: Telephone: Facsimile: The Company hereby acknowledges this Exercise Notice and hereby directs _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation ___to issue the above indicated number of shares of Common Stock on or prior to Shares in accordance with the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ]Transfer Agent Instructions dated _________, 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings20__, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject Company and acknowledged and agreed to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of by__________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of __________________. By: Name: Title: To: [__], 2023.as Warrant Agent for Splash Beverage Group, Inc. (the “Company”) The undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Definitive Certificate evidencing the Warrants held by the Holder as specified below: 1) Name of Holder of Warrants in form of Global Warrants: 2) Name of Holder in Definitive Certificate (if different from name of Holder of Warrants in form of Global Warrants): 3) Number of Warrants in name of Holder in form of Global Warrants: 4) Number of Warrants for which Definitive Certificate shall be issued: 5) Number of Warrants in name of Holder in form of Global Warrants after issuance of Definitive Certificate, if any: 6) Definitive Certificate shall be delivered to the following address:

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ _____________________________ Name of Registered Holder By: ____________________ Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs Securities Interwest Transfer Corporation Company, Inc. to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated February __, 2005 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby Interwest Transfer Company, Inc. ORGANITECH USA, INC. By: ________________ Name: Title: FORM OF WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION ACCOMPANIED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED. ORGANITECH USA, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] W-2 Number of Shares of Common StockShares: [ ] _________ Date of Issuance: [ ]February __, 2023 2005 (“Issuance Date”"ISSUANCE DATE") Sonnet BioTherapeutics HoldingsOrganitech USA, Inc., a company organized under the law laws of the State of Delaware (the “Company”"COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ]___________, the registered holder hereof or its permitted assigns (the “Holder”"HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon surrender of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any all Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”the "WARRANT"), at any time or times on or after the date hereof, but not after 11:59 P.M., Israel Time, on the Expiration Date (as defined below), _____________ (______) fully paid and nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 1615. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”"SPA WARRANTS") issued pursuant to (i) Section 1 of that certain Underwriting Securities Purchase Agreement, dated as of __________February 20, 2023 2005 (the “Subscription Date”) by and between "INITIAL ISSUANCE DATE"), among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended purchasers (the “Registration Statement”"PURCHASERS") and referred to therein (iii) the Company’s prospectus dated as of __________, 2023"SECURITIES PURCHASE AGREEMENT").

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities VStock Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated May 7, 2015 from the Company and acknowledged and agreed to the applicable Share Delivery Dateby VStock Transfer. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of :__________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of ______________________ Name: Title: TO: Empery Tax Efficient, 2023.LP, as Collateral Agent and The buyers of senior secured notes and common stock purchase warrants of Ener-Core, Inc., pursuant to the Securities Purchase Agreement dated as of May __, 2015, by and among Ener-Core, Inc. and the buyers set forth therein. Ladies and Gentlemen: We have acted as counsel to Ener-Core, Inc., a Nevada corporation (the “Company”) and Ener-Core Power, Inc., a Delaware corporation (the “Subsidiary”), in connection with the offer and sale by the Company of its senior secured notes (the “Notes”), and warrants (“Warrants”) to purchase shares of its common stock, par value $0.0001 per share (“Common Stock”), to the buyers (the “Buyers”) in the amounts set forth in the Schedule of Buyers attached to the Securities Purchase Agreement dated as of May __, 2015 (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Purchase Agreement. In giving this opinion, we have examined: (a) The Purchase Agreement; (b) The Notes (as issued pursuant to the Purchase Agreement on May __, 2015); (c) The Warrants (as issued pursuant to the Purchase Agreement on May __, 2015); (d) The First Amendment to the Guaranty dated May __, 2015 (the “Guaranty Amendment”); (e) The Guaranty dated April 23, 2015, made by the Subsidiary in favor of and for the benefit of the Buyers (the “Guaranty” and as amended by the Guaranty Amendment, the “Amended Guaranty”); (f) The First Amendment to the Security Agreement dated May __, 2015 (the “Security Agreement Amendment”); (g) The Pledge and Security Agreement dated April 23, 2015, made by the Company in favor of the Collateral Agent for the benefit of the Buyers (the “Security Agreement” and as amended by the Security Agreement Amendment, the “Amended Security Agreement”); May __, 2015 (h) The First Amendment to the Securities Purchase Agreement dated May __, 2015 by and among the Company and the April 2015 Required Holders (the “April 2015 SPA Amendment”); (i) The Securities Purchase Agreement dated April 22, 2015 by and among the Company and the April 2015 Buyers (the “April 2015 SPA” and as amended by the April 2015 SPA Amendment, the “Amended April 2015 SPA”); (j) The Uniform Commercial Code (“UCC”) financing statements attached hereto as Exhibit A naming the Company and the Subsidiary as Debtor and the Collateral Agent as secured party with respect to the Collateral pledged by the Company pursuant to the Security Agreement, filed with the Secretary of State of the State of Nevada and the State of Delaware (the “Financing Statements”); (k) The Perfection Certificate dated May __, 2015 executed by the Company for the benefit of Buyers and the Collateral Agent; (l) Articles of Incorporation of the Company, as amended (the “Articles”); (m) Bylaws of the Company, as amended; (n) Written Consent of the Company’s Board of Directors approving the Agreements and the transactions thereunder; (o) Certificate of Incorporation of the Subsidiary, as amended (the “Certificate”); (p) Bylaws of the Subsidiary, as amended; (q) Written Consent of the Subsidiary’s Board of Directors approving the Agreements of which the Subsidiary is a party and the transactions thereunder; and (r) A Back-up Officer’s Certificate executed by the Company as of May __, 2015, covering various factual matters as to which the opinions herein relate (the “Opinion Certificate”). Items (a) through (i) are sometimes hereinafter referred to collectively as the “Agreements”. We have also examined such other matters of law, and originals or copies of such other documents, corporate records and other materials, that we consider relevant for purposes of this opinion. In giving this opinion, we have assumed, with your permission, the genuineness of all signatures, the legal capacity of natural persons and the authenticity and completeness of all documents we have examined. As to questions of fact relevant to this opinion, with your permission and without any independent investigation or verification, we have relied upon, and assumed the accuracy of, the representations and warranties of each party in the Agreements and have relied upon certificates of officers of the Company and written statements of certain public officials which we consider necessary or advisable for the purpose of rendering this opinion. May __, 2015 For purposes of this opinion, we are assuming that the Buyers have all requisite power and authority, and have taken any and all necessary corporate, partnership or limited liability company action, to execute and deliver the Agreements, and we are assuming that the representations and warranties made by the Buyers in the Agreements and pursuant thereto are true and correct. We are also assuming that the Buyers have purchased the Notes and Warrants for value, in good faith and without notice of any adverse claims within the meaning of the UCC in effect in the State of Delaware (“Delaware UCC”) and that there are no other extrinsic agreements or understandings among the parties to the Agreements that would modify or otherwise interpret the terms thereof. We also have assumed, with your permission and without any independent verification, compliance by each party to the Agreements with its agreements in the respective Agreements, and that each of the Agreements constitutes the legal, valid and binding obligation of each party to it (other than the Company and the Subsidiary) and is enforceable against each such party in accordance with its terms. We note that some of the Agreements provide that they are to be governed by the law of the State of New York. Except with respect to those portions of the Agreements that are governed by the Delaware General Corporation Law, our opinions regarding the validity, binding effect, and enforceability of the Agreements are given as though each of the Agreements were governed by the internal laws of the State of California. We call your attention to the fact that the Company is incorporated in the State of Nevada and the Subsidiary is incorporated in the State of Delaware and that the Company and the Subsidiary may hold assets in foreign countries and own securities of companies organized under the laws of foreign jurisdictions. For purposes of this opinion, we have assumed with your permission that the laws of the State of Nevada are identical to those of the State of California. We render no opinion with regard to the applicability of any foreign laws. We express no opinion except to the extent that Article 9 of the Delaware UCC governs the creation or perfection of the security interests referred to in this opinion. As used in this opinion, the expression “to our knowledge”, “known to us” or similar language with reference to matters of fact means that, after an examination of documents made available to us by the Company, and after inquiries of officers of the Company, but without any further independent factual investigation, we find no reason to believe that the opinions expressed herein are factually incorrect. When reference is made in this opinion to our “knowledge” of certain matters or to matters “known to us”, it means the actual present knowledge and conscious awareness of those matters by the attorneys at our firm involved in acting as counsel to the Company. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. May __, 2015 Our opinion set forth in paragraph 1 below with respect to the Company is given as of the date of, and is based solely upon, a Certificate of Good Standing from the Secretary of State of Nevada dated April 30, 2015, and the State of California dated April 29, 2015. Our opinion set forth in paragraph 1 below with respect to the Subsidiary is given as of the date of, and is based solely upon, a Certificate of Good Standing from the Secretary of State of Delaware dated April 29, 2015, and the State of California dated April 29, 2015. For purposes of the opinions contained in paragraph 10 below, we have assumed that each of the Company and the Subsidiary has rights in its personal property collateral. No opinion is being rendered (i) whether the properties described in any security agreement are the properties and interests intended to be covered thereby; (ii) the priority of any security interest; or (ii) with respect to a security interest in collateral consisting of a debtor's rights under any rule of law, statute or regulation, or contract, permit, license, franchise or other agreement containing any term, that prohibits, restricts, or requires the consent of any individual or entity (“Person”) to, the assignment or transfer of, or creation, attachment, or perfection of, a security interest in any such rights, and such prohibition or restriction has not been waived by, or such consent obtained from, such Person, or such prohibition or restriction is not ineffective pursuant to Sections 9-406 through 9-409 of the Delaware UCC. In addition we call your attention to the following insofar as Article 9 of the Delaware UCC is applicable: (i) the effectiveness of financing statements generally lapses five years from the date of filing unless a continuation statement is filed within six months prior to such termination in accordance with Section 9-515; (ii) Section 9-507(c) provides that if the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under Section 9-503(a) so that a filed financing statement becomes seriously misleading under Section 9-506, the filing is not effective to perfect a security interest in collateral acquired by the debtor more than four months after such change unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed before the expiration of that period;

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares Holder, or its designee or agent as specified below, shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. ByTax ID: NameFacsimile: TitleE-mail Address: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 2018 (“Issuance Date”) Sonnet BioTherapeutics HoldingsDelcath Systems, Inc., a company organized under the law of Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon exercise of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this the “Warrant”), at any time or times on or after the Exercise Date (defined below), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 5 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares,” and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 1617. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA Warrants”) issued pursuant to (i) Section 2.1 of that certain Underwriting Securities Purchase Agreement, dated as of __________June 4, 2023 2018 (the “Subscription Date”) ), by and between among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named investors (the “Buyers”) referred to therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended from time to time (the “Registration StatementSecurities Purchase Agreement”) and (iii) the Company’s prospectus dated as of __________, 2023). 5 10x warrant coverage.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. ---------- Date: _______________ __, ______ --------------- -- ------ -------------------------------------- Name of Registered Holder By: --------------------------------- Name: Title: The Company ACKNOWLEDGMENT Gottbetter & Partners, LLP hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of will transfer shares of Common Stock on or prior to the applicable Share Delivery DateStock. -------------------- GOTTBETTER & PARTNERS. LLP By: ------------------------------------- Name: Title: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED PURSUANT TO AN AVAILABLE EXEMPTION UNDER THE 1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. CHARYS HOLDING COMPANY, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] 003 Number of Shares of Common Stock: [ ] 133,333 Date of Issuance: [ ]May 19, 2023 2006 (“Issuance Date”"ISSUANCE DATE") Sonnet BioTherapeutics HoldingsCharys Holding Company, Inc., a company organized under the law of Delaware corporation (the “Company”"COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ]ENABLE OPPORTUNITY PARTNERS LP, the registered holder hereof or its permitted assigns (the “Holder”"HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon surrender of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”the "WARRANT"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), One Hundred Thirty Three Thousand Three Hundred Thirty Three (133,333) fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase purchase Common Stock (the “Warrants”"SPA WARRANTS") issued pursuant to (i) Section 1 of that certain Underwriting Securities Purchase Agreement, dated as of __________May 19, 2023 2006 (the “Subscription Date”) "SUBSCRIPTION DATE"), by and between among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended investors (the “Registration Statement”"BUYERS") and referred to therein (iii) the Company’s prospectus dated as of __________, 2023"SECURITIES PURCHASE AGREEMENT").

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ _________________________ Name of Registered Holder By: _______________________ Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation Broadridge Investor Communication Solutions Inc. to issue the above indicated number of shares of Common Stock on or prior to in accordance with the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ]Transfer Agent Instructions dated May __, 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase 2017 from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject Company and acknowledged and agreed to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of by Broadridge Investor Communication Solutions Inc. AIR INDUSTRIES GROUP By:__________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of ______________________ Name: Title: May __, 2023.2017 Buyers of the Subordinated Convertible Notes and Warrants of Air Industries Group Under a Securities Purchase Agreement dated as of May 10, 2017 Gentlemen: We have acted as counsel to Air Industries Group, a Nevada corporation (the "Company"), in connection with the issuance and sale by the Company to the Buyers of an aggregate of $______ face amount of the Company’s Subordinated Convertible Notes (the “Notes”), together with warrants to purchase an aggregate of ____ shares of the Company’s common stock (the “Warrants”) under a Securities Purchase Agreement dated as of May 10, 2017, by and among the Company and the Purchasers named therein (the “Purchase Agreement”). This letter is being delivered to you pursuant to Section 7(ii) of the Purchase Agreement. All capitalized terms used in this letter which are defined in the Purchase Agreement but not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement. In connection with this opinion, we have examined originals or copies of: (i) the Articles of Incorporation of the Company (the “Articles of Incorporation”), as in effect as of the date hereof;

Delivery of Warrant Shares. The Company shall deliver to the holder Holder, or its designee or agent as specified below, __________ Warrant Shares shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: ☐ Check here if after the Liquidity Event and requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company Tax ID:____________________________ E-mail Address:_____________________ (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation assigned to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title(Please Print) Address: Warrant No.(Please Print) Phone Number: [ ] Number of Shares of Common StockDated: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of ______________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of _____________ Email Address: Holder’s Signature: _____________________________ Holder’s Address: ______________________________ NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, 2023AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Walleye Opportunities Master Fund Ltd or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 21, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SINGLEPOINT, INC., a Nevada corporation (the “Company”), up to 50% of the number of shares of Common Stock issuable under the Note or following an Event of Default, up to 75% of the number of shares of Common Stock issuable under the Note (as subject to adjustment hereunder, the “Warrant Shares”). For purposes of calculating the number of Warrant Shares issuable hereunder only, the number of shares of Common Stock issuable under the Note shall be deemed to equal (x) 100% of the original principal amount plus any actual unpaid accrued interest on the Note on the date of such calculation divided by (y) the Conversion Price. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). For the avoidance of doubt, the Holder shall be able to exercise its rights under this Warrant whether or not it elects to convert the Note into Common Stok.

Delivery of Warrant Shares. The Company shall deliver to the holder Holder, or its designee or agent as specified below, __________ Warrant Shares shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Notwithstanding anything to the contrary contained herein, this Exercise Notice shall constitute a representation by the Holder of the Warrant submitting this Exercise Notice that after giving effect to the exercise provided for in this Exercise Notice, such Holder (together with its affiliates) will not have beneficial ownership (together with the beneficial ownership of such Person’s affiliates) of a number of Common Shares which exceeds the Maximum Percentage (as defined in the Warrant) of the total outstanding shares of Common Stock of the Company as determined pursuant to the provisions of Section 1(f)(i) of the Warrant. Date: _______________ __, ____,__ Name of Registered Holder By: Name: Title: Tax ID: Facsimile: E-mail Address: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation ______________ to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated _________, 2019, from the Company and acknowledged and agreed to the applicable Share Delivery Dateby _______________. By: Name: Title: Form of Series B-1 Warrant [FORM OF SERIES B-1 WARRANT] COMSCORE, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] Number of Shares of Common Stock: B-1-[ ] Date of Issuance: [ ], 2023 2019 (“Issuance Date”) Sonnet BioTherapeutics HoldingscomScore, Inc., a company organized under the law of Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ]CVI Investments, Inc., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares upon exercise of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), up to 2,347,418 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such aggregate number of Warrant Shares in which this Warrant is exercisable, from time to time, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 1617. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA Warrants”) issued pursuant to (i) Section 1 of that certain Underwriting Securities Purchase Agreement, dated as of __________June 23, 2023 2019 (the “Subscription Date”) ), by and between among the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named investors (the “Buyers”) referred to therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended from time to time (the “Registration StatementSecurities Purchase Agreement”) and (iii) the Company’s prospectus dated as of __________, 2023).

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the ComputerShare Trust Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] (N.A. [●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of ______] [______] Attention: [______] Re: Ladies and Gentlemen: [We are][I am] counsel to GT Biopharma, 2023 Inc., a Delaware corporation (the “Subscription Date”) "Company"), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of January 22, 2018 (the "Securities Purchase Agreement"), entered into by and between among the Company and Chardan Capital Marketsthe buyers named therein (collectively, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives the "Holders") pursuant to which the Company issued to the Holders senior convertible notes (the "Notes") pursuant to which shares of the several underwriters named thereinCompany's common stock, par value $0.001 per share (iithe "Common Stock") are issuable thereunder and warrants exercisable for shares of Common Stock (the Company’s "Warrants"). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Statement on Form S-1 Rights Agreement with the Holders (File number 333-269307 the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable pursuant to the terms of the Notes and upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) "1933 Act"). In connection with the Company’s prospectus dated as of 's obligations under the Registration Rights Agreement, on ____________ ___, 2023.2014, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated January [●], 2018. Very truly yours, [ISSUER'S COUNSEL] By:_____________________

Delivery of Warrant Shares. The Company shall deliver to the holder Holder __________ Warrant Shares in accordance with the terms of the Warrant Agent Agreement and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant. Delivery of Warrant Shares shall be made to Holder, or for its benefit, to the registered account which held the Warrant. Print name of the holder of the Warrant: ________________________________________ Signature: __________________________________________ Print name of signatory and title if the investor is a legal entity: _________________________________ Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 2023 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of _____ Email Address: _____________________________________________________________________ FOR VALUE RECEIVED, 2023the undersigned registered holder hereby sells, assigns and transfers unto ________ Warrants to purchase shares of common stock of Incannex Healthcare Inc., a Delaware corporation, evidenced by the attached Warrant Certificate held by the undersigned, together with all right, title and interest therein. Contact Information of Registered Holder: Phone: Mailing Address: E-Mail Address: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Certificate No.: E-[●] CUSIP No.: n/a Number of Warrants: [●] Issue Date: November 28, 2023 This certifies that [●] (“Holder”), or its registered assigns, is the registered owner of the number of Warrants set forth above (the “Warrants”). Each Warrant entitles its registered holder to purchase from Incannex Healthcare Inc., a Delaware corporation (the “Company”), at any time prior to 5:00 P.M. (New York City time) on May 31, 2024, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of $65.75 per Warrant Share, subject to possible adjustments as provided in the Warrant Agency Agreement (as defined below). The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agency Agreement, dated as of December 29, 2023 (the “Warrant Agency Agreement”) between the Company and Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Warrant Agent”), which Warrant Agency Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. A copy of the Warrant Agency Agreement is available for inspection during business hours at the office of the Warrant Agent. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agency Agreement. In the event of any discrepancy or inconsistency between the terms and conditions of the Warrant Agency Agreement, the terms and conditions of the Warrant Certificate shall prevail, govern and control; provided that the terms of the Warrant Agency Agreement control and supersede any provision in the Warrant Certificate concerning the duties, liabilities, obligations and immunities of the Warrant Agent. The Company and the Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a holder of Common Stock of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: Warrant – Series A.FINAL.021909 The Company hereby acknowledges this Exercise Notice and hereby directs Securities Interwest Transfer Corporation Co., Inc. to issue the above indicated number of shares of Common Stock on or prior in accordance with the Transfer Agent Instructions dated February __, 2009 from the Company and acknowledged and agreed to the applicable Share Delivery Date. by Interwest Transfer Co., Inc. By: Name: Title: Warrant No.Interwest Transfer Co., Inc. 0000 Xxxx 0000 Xxxxx, Xxxxx 000 XX Xxx 00000 Xxxx Xxxx Xxxx, XX 00000 Attention: [ ] Number of Shares of Common StockXxxxxx Xxxxxxxx Ladies and Gentlemen: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), Reference is entitled, subject made to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Series A Convertible Preferred Stock Purchase Agreement, dated as of ________February __, 2023 2009 (the “Subscription Date”) "Agreement"), by and between among EnterConnect Inc., a Nevada corporation (the "Company"), and the investors named on the Schedule of Buyers attached thereto (collectively, the "Holders"), pursuant to which the Company and Chardan Capital Marketsis issuing to the Holders (i) Series A Convertible Preferred Stock (the "Series A Stock"), LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives which will be convertible into shares of the several underwriters named thereinCompany's common stock, $0.001 par value per share (the "Common Stock"), and (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended warrants (the “Registration Statement”"Warrants"), which are exercisable to purchase shares of Common Stock. This letter shall serve as our authorization and direction to you (provided that you are the transfer agent of the Company at such time), subject to any stop transfer instructions that we may issue to you from time to time, if any: 1. TO ISSUE SHARES OF COMMON STOCK UPON CONVERSION OF THE SERIES A STOCK (THE "CONVERSION SHARES") and TO OR UPON THE ORDER OF A HOLDER FROM TIME TO TIME UPON DELIVERY TO YOU OF A PROPERLY COMPLETED AND DULY EXECUTED CONVERSION NOTICE, IN THE FORM ATTACHED HERETO AS EXHIBIT I, WHICH HAS BEEN ACKNOWLEDGED BY THE COMPANY AS INDICATED BY THE SIGNATURE OF A DULY AUTHORIZED OFFICER OF THE COMPANY THEREON; 2. TO ISSUE SHARES OF COMMON STOCK UPON EXERCISE OF THE WARRANTS (iiiTHE "WARRANT SHARES") the Company’s prospectus dated as of __________TO OR UPON THE ORDER OF A HOLDER FROM TIME TO TIME UPON DELIVERY TO YOU OF A PROPERLY COMPLETED AND DULY EXECUTED EXERCISE NOTICE, 2023.IN THE FORM ATTACHED HERETO AS EXHIBIT II, WHICH HAS BEEN ACKNOWLEDGED BY THE COMPANY AS INDICATED BY THE SIGNATURE OF A DULY