Common use of True-Up Clause in Contracts

True-Up. On the date that is seven (7) Trading Days (a “True-Up Date”) from each Conversion Date there shall be a true-up where the Company shall deliver to Holder an amount in cash or additional Conversion Shares (“True-Up Amount”) if the Closing Price as of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day of the True-Up Date (the “True-Up Delivery Date”) either an amount in cash or such number of Conversion Shares having a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder in satisfaction of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as of the True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this Note.

True-Up. On (a) In the date event that is seven (7) Trading Days (a “True-Up Date”) the proceeds received by the Purchaser from each Conversion Date there shall be a true-up where the Company shall deliver to Holder an amount in cash or additional sale of all the Conversion Shares (“True-Up Amount”) if do not equal at least 125% of the Stated Value of the Preferred Stock on the first Trading Day after the six month anniversary of the Closing Price as of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day of the True-Up Date (the “True-Up Delivery Payment Date”) either ), Spin-Off NewCo or, solely in the event that the transactions contemplated by the Merger Agreement have not been consummated, the Company shall pay the Purchaser an amount in cash or such number of Conversion Shares having a value (the “True-Up Payment”) equal to [(Conversion Price – (80the dollar value of 125% of the Closing Price)] * the aggregate value Stated Value of the amount converted as set forth Preferred Stock less the proceeds previously realized by the Purchaser from the sale of the Conversion Shares, net of brokerage commissions and any other fees incurred by Purchaser in connection with the sale of any Conversion Shares (“Net Proceeds”). (b) The True-Up Payment will be paid by Spin-Off NewCo or, solely in the Notice event that the transactions contemplated by the Merger Agreement have not been consummated, the Company, as the case may be, out of Conversioneither (i) the proceeds from the exercise by Spin-Off NewCo of existing warrants to purchase shares of the Company’s common stock held by Spin-Off NewCo or (ii) the Segregated Cash Account. If any portion of the True-Up Payment has not been paid by Spin-Off NewCo or the Company, as the case may be, on the True-Up Payment Date, interest shall accrue on such unpaid amount until such amount is paid in full at a rate equal to the lesser of (i) 18% per annum or (ii) the maximum rate permitted by applicable law. Upon payment in full of the True-Up Payment, any portion of the Segregated Cash Account not used to pay the True-Up Payment will be transferred to the Company or Spin-Off NewCo (in the event that the transactions contemplated by the Merger Agreement have been consummated). (c) The Segregated Cash Account will be maintained until the True-Up Payment is paid in full, provided that beginning on the three month anniversary of the Closing Date, and on each monthly anniversary thereafter, Spin-Off NewCo may withdraw funds from the Segregated Cash Account in an amount equal to $1,250,000 multiplied by a fraction, the numerator of which is equal to the Net Proceeds and denominator of which is equal to $375,000. Notwithstanding the foregoing, Spin-Off NewCo may not withdraw funds from the Conversion Price Segregated Cash Account to be used in accordance with the formula in extent the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% portion of the average VWAP of Net Proceeds realized by the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a Saturday, Sunday or a holiday) Purchaser is not equal or exceeding the Floor Price as in excess of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder in satisfaction of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as of the True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this Note$20,000.

True-Up. On (a) Upon the date that is seven (7) Trading Days (a “True-Up Date”) from each Conversion Date there shall be a true-up where the Company shall deliver to Holder an amount in cash or additional Conversion Shares (“True-Up Amount”) if the Closing Price as expiration of the True-Up Date is less Period, the parties shall recalculate the Closing Revenue-Run Rate Purchase Price Adjustment as of the Closing Date, except that the Adjusted Assets Under Management with respect to the Contingent Accounts shall be included in the calculation of such recalculated Closing Revenue Run-Rate Purchase Price Adjustment: (i) in the case of any Contingent Account pursuant to clause (a)(i) of the definition thereof that (A) has satisfied any Assignment Requirements applicable to such account not later than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day final day of the True-Up Date (the “True-Up Delivery Date”) either an amount in cash or such number of Conversion Shares having a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 Period or (bB) 50% of (i) has not terminated the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date Investment Advisory Arrangement (or has, on or before the next Trading Day if such date is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder in satisfaction final day of the True-Up Amount Period (and, in the case of a New Advisory Contract with the Xxx Xxxxxx Business, after Closing), entered into a New Advisory Contract with the Xxx Xxxxxx Business, Buyer or any of its Affiliates on terms substantially comparable (but having the same advisory and same aggregate non-advisory fees) to those of the applicable Existing Advisory Contract) and (ii) continues to be delivered in accordance with this Section shall be equal to True-Up Amount divided by a Client of the Conversion Price in effect Xxx Xxxxxx Business, Buyer or any of its Affiliates on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as final day of the True-Up Date is higher than the Conversion Price set forth Period (unless, in the case of this clause (B), Buyer or its applicable Notice of Conversion, then Company shall have no obligation Affiliate will be required to deliver a True-Up Amount terminate such Investment Advisory Arrangement due to the Holder. For failure to satisfy the convenience Assignment Requirements by such final day), to the extent of the Company onlyamount by which (x) the reduction made to Adjusted Assets Under Management in respect of any such Contingent Account for purposes of the original calculation of the Closing Revenue Run-Rate (assuming that calculation had been done as of the Closing Date) exceeds (y) the amount of the redemptions, the Holder may, in its sole discretion, deliver withdrawals or terminations that actually occur with respect to Company a written notice such account prior to the Company informing the Company final day of the True-Up Amount it is obligated to deliver to Holder as Period; (ii) in the case of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount Contingent Account solely pursuant to this Section. Notwithstanding clause (a)(ii) of the foregoing, if definition thereof that has satisfied any Assignment Requirements applicable to such account not later than the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount final day of this Note will automatically increase by a sum equal to the True-Up Amount deliverable Period, to the extent of the reduction made to Adjusted Assets Under Management in respect of any such Contingent Account for purposes of the original calculation of the Closing Revenue Run-Rate (assuming that calculation had been done as of the applicable True-Up Date Closing Date); (under iii) in the Holder’s and Company’s expectations that case of any such increase will tack back Contingent Account pursuant to clause (a)(iii) or (b) of the definition thereof, to the Original Issue Date for purposes extent of determining amounts actually funded in the holding period under Rule 144). For account not later than the avoidance final day of doubt, the True-Up Amount Period; and (iv) in the case of any Contingent Account relating to a Fund with respect to which a Fund Change Announcement has occurred, and assuming, in the case of any Fund Change Announcement relating to a portfolio management team change for the Funds set forth on Exhibit C, that such Fund has satisfied any Assignment Requirements, to the extent of the full amount of such Contingent Account. (b) If such recalculation yields: (i) a reduced Closing Revenue Run-Rate Purchase Price Reduction, an increased Closing Revenue Run-Rate Purchase Price Increase or an amount that would give rise for the first time to a Closing Revenue Run-Rate Purchase Price Increase, then Buyer shall pay to Seller an amount that is equal to the amount of such reduction to the Closing Revenue Run-Rate Purchase Price Reduction, the amount of such increase to the Closing Revenue Run-Rate Purchase Price Increase or the amount of such Closing Revenue Run-Rate Purchase Price Increase (as applicable) as soon as is reasonably practicable after, but in any event within three Business Days of, the date upon which the recalculation described in this Section 2.06(b)(i) is made, with such payment increasing the Aggregate Cash Consideration and the Aggregate Equity Consideration in the manner described in Section 2.05(b); or (ii) an increased Closing Revenue Run-Rate Purchase Price Reduction, a reduced Closing Revenue Run-Rate Purchase Price Increase or an amount that would give rise for the first time to a Closing Revenue Run-Rate Purchase Price Reduction, then Seller shall pay to Buyer an amount that is equal to the amount of such increase to the Closing Revenue Run-Rate Purchase Price Reduction, the amount of such reduction to the Closing Revenue Run-Rate Purchase Price Increase or the amount of the Closing Revenue Run-Rate Purchase Price Reduction (as applicable) as soon as is reasonably practicable after, but in any event within three Business Days of, the date upon which the recalculation described in this Section 2.06(b)(ii) is made, with such payment reducing the Aggregate Cash Consideration and the Aggregate Equity Consideration in the manner described in Section 2.05(b). (c) Any reduction or increase in the Aggregate Cash Consideration pursuant to this Section 2.06 shall be payable in accordance immediately available funds by wire transfer to an account of Buyer or Seller, as the case may be, with a bank designated by such receiving party. Any reduction or increase in the Aggregate Equity Consideration shall be payable by delivering to Buyer or Seller, as the case may be, stock certificates representing such adjustment to the Aggregate Equity Consideration pursuant to this Section 2.06 (with the number of shares of Buyer Stock to be delivered calculated based on the Buyer Signing Price) or, if the Aggregate Equity Consideration is uncertificated, other appropriate evidence of ownership reasonably acceptable to such receiving party. (d) For purposes of this Section 2.06, all references to the Closing Measurement Date included in the definitions of Adjusted Assets Under Management and Closing Revenue Run-Rate shall be calculated and payable upon every conversion of this Notedeemed references to the Closing Date.

True-Up. On (i) If, on the date that is seven (7) Trading Days (a “Trueone-Up Date”) from each Conversion Date there shall be a true-up where year anniversary of the Company shall deliver to Holder Closing, the Initial Shares do not have an amount in cash or additional Conversion Shares (“True-Up Amount”) if the Average Closing Price as of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion providedat least $2.00 per share, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company then Buyer shall deliver to the Holder within one (1) Trading Day of the True-Up Date (the “True-Up Delivery Date”) either issue an amount in cash or such number of Conversion Shares having a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The additional number of shares of Common Stock to be delivered to Seller as is determined by the Holder in satisfaction of following formula: (900,000 x ($2.00 - the Average Closing Price)) / the Average Closing Price (the "Initial True-Up Amount Shares"). (ii) If, on the Indemnification Release Date, the Indemnification Shares do not have an Average Closing Price of at least $2.00 per share, then, on such Indemnification Release Date, Buyer shall issue an additional number of shares of Common Stock to Seller as is determined by the following formula: (the number of Indemnification Shares to be delivered in accordance with released pursuant to the terms of this Section shall be equal to Agreement x ($2.00 - the Average Closing Price on the Indemnification Release Date)) / the Average Closing Price on the Indemnification Release Date (the "Indemnification True-Up Amount divided Shares"). (iii) If, on the date that any of the Earnout Shares become due and issuable (in each case, an "Issue Date") to Seller, any such Earnout Shares do not have an Average Closing Price of at least $2.00 per share, then, on such Issue Date Buyer shall issue an additional number of shares of Common Stock to Seller as is determined by the Conversion Price in effect on following formula: (the Conversion Date. No fractional number of shares shall be issued and any fractional shares that are required earned pursuant to be delivered in accordance with this Section shall be rounded up to subsection (c) or (d) below (as applicable) x ($2.00 - the nearest whole share. For the avoidance of doubt, if the Average Closing Price as of at such Issue Date)) / the Average Closing Price at such Issue Date (the "Earnout True-Up Date is higher than Shares" and, together with the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation to deliver a Initial True-Up Amount to the Holder. For the convenience of the Company onlyShares, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the Indemnification True-Up Amount it is obligated to deliver to Holder as of any given Shares, collectively, the "True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144Shares"). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this Note.

True-Up. On If, at any time during the period beginning on the six-month anniversary of the date that is seven (7) Trading Days (a “True-Up Date”) from each Conversion Date there shall be a true-up where the Company shall deliver to Holder an amount in cash or additional Conversion Shares (“True-Up Amount”) if of the Closing Price as of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including ending on the later of (i) the Maturity Date, or (ii) the date such shares of Common Stock representing on which the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day of the True-Up Date Note is fully satisfied and cancelled (the “True-Up Delivery DatePeriod”) either an amount in cash or such number of Conversion Shares having a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower lowest traded price (as reported by Quotestream™, a service of (aQuotemedia, Inc.) $0.25 or (b) 50% of the average VWAP of the Common Stock for any Trading Day within the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date True- Up Period (the “Floor Subsequent Share Price”) provided that if the Closing Price ), as reported on the Maturity Date (or Company’s Principal Market, is less than the next Trading Day if such date is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion closing price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding Closing Date, then the date Company shall, within three (3) trading days of conversion to which a Holder’s provision of written notice in the form attached hereto as Exhibit B (the “True-Up would be payable. The Notice”), issue and deliver to the Holder, in book entry form, an additional number of duly and validly issued, fully paid and non-assessable shares of Common Stock equal to (X) the quotient of the Commitment Value (as defined below) divided by the Subsequent Share Price, multiplied by 1.5, less (Y) the Commitment Shares. The “Commitment Value” shall mean the product of the Commitment Shares multiplied by the closing price of the Common Stock on the Closing Date. Any additional shares of Common Stock issuable pursuant to Section 1.4 are referred to herein as “True-up Shares.” The True-up Shares, if required to be delivered issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Holder be entitled to receive shares of Common Stock in excess of the amount that would result in beneficial ownership by the Holder and its affiliates of 4.99% of the outstanding shares of Common Stock at that time. For purposes of the proviso to the Holder in satisfaction of the True-Up Amount to immediately preceding sentence, beneficial ownership shall be delivered determined in accordance with this Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. The Company shall be at all times reserve shares of its Common Stock for Holder in an amount equal to True-Up Amount 300% multiplied by (X) the quotient of the Commitment Value divided by the Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as lowest traded price of the True-Up Date is higher than Common Stock during the Conversion Price set forth in five Trading Days immediately preceding the applicable Notice respective date of Conversioncalculation, then Company shall have no obligation to deliver a True-Up Amount to multiplied by 1.5, less (Y) the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this NoteCommitment Shares.

True-Up. On i. In the date event that is seven (7) Trading Days (a “True-Up Date”) the proceeds received by the Holder from each the sale of all the Conversion Date there shall be a true-up where the Company shall deliver to Holder an amount in cash or additional Conversion Shares (“True-Up Amount”) if the Closing Price as Shares, shares of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived Corporation received by the Holder in writing) during connection with the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day spinoff of the True-Up Date Corporation from Sonnet Biotherapeutics Holdings, Inc. (f/k/a Chanticleer Holdings, Inc.) (the “Spinoff Shares”) and the proceeds of the Chanticleer Conversion Shares do not equal at least $1,875,000 on December 10, 2020 (the “True-Up Delivery Payment Date”) either ), the Corporation shall pay the Holder an amount in cash or such number of Conversion Shares having a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payablePayment”) equal to $1,875,000 less the proceeds previously realized by the Holder from the sale of the Conversion Shares, the Spinoff Shares and Chanticleer Conversion Shares, net of brokerage commissions and any other fees incurred by Holder in connection with the sale of any Conversion Shares (“Net Proceeds”). The number For purposes of clarity, Net Proceeds shall not include any proceeds received by the Holder upon the receipt of any shares of Common Stock to be delivered to of the Corporation issued upon exercise of warrants of the Corporation held by the Holder in satisfaction or any shares of Common Stock of the Corporation held or acquired by a Holder which are not Spinoff Shares. ii. The True-Up Payment will be paid by Corporation out of either (i) the proceeds from the exercise by Corporation of existing warrants to purchase shares of the common stock of Sonnet Biotherapeutics Holdings, Inc. (f/k/a Chanticleer Holdings, Inc.) held by Corporation or (ii) the Segregated Cash Account. If any portion of the True-Up Amount to be delivered in accordance with this Section shall be equal to Payment has not been paid by Corporation, on the True-Up Amount divided by the Conversion Price Payment Date, interest shall accrue on such unpaid amount until such amount is paid in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up full at a rate equal to the nearest whole sharelesser of (i) 18% per annum or (ii) the maximum rate permitted by applicable law. For the avoidance of doubt, if the Closing Price as Upon payment in full of the True-Up Date is higher than the Conversion Price set forth Payment and all unpaid liquidated damages and other amounts due in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience respect of the Company onlyPreferred Stock, any portion of the Holder may, in its sole discretion, deliver Segregated Cash Account not used to Company a written notice to the Company informing the Company of pay the True-Up Amount it is obligated Payment will be transferred to deliver the Corporation and any remaining outstanding shares of Preferred Stock will be cancelled with no further obligations of the Corporation to Holder as the Holders thereunder, without any further action on behalf of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not Corporation or the Holders. iii. The Segregated Cash Account will be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to maintained until the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable Payment is paid in accordance with this Section shall be calculated and payable upon every conversion of this Notefull.

True-Up. On The Pledgor shall be required to increase the date that is seven (7) Trading Days number of Pledged Shares (a “True-Up DateUp”) from each Conversion Date there shall be a true-up where if (A) on any monthly anniversary during the Company shall deliver to Holder an amount in cash term of the Note the market value of the Pledged Shares then held by the Pledgor does not equal or additional Conversion exceed 300% of the sum of the Maturity Amount of the Note and any amounts due under the 2006 Note (collectively, the “Combined Obligations”), or (B) on any trading day during the term of the Note the market value of the Pledged Shares (“then held by the Pledgor does not equal or exceed 250% of the Combined Obligations. A True-Up Amount”shall not be deemed to be made until the following steps have been taken: (i) if Within five (5) business days after receipt of notice from the Closing Price as Secured Party of a deficiency in the value of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such eventPledged Shares, the Company Pledgor shall deliver to the Holder within one Secured Party (1A) Trading Day a certificate or certificates for additional shares equal to not less than 300% of the True-Up Date principal amount of the Combined Obligations (the “True-up Shares”), together with (B) necessary stock powers, signed in blank and medallion-guaranteed, and with (C) an Irrevocable Letter of Instruction (the certificates, stock powers and Irrevocable Letter of Instruction are collectively referred to as the “True-Up Delivery DateDocuments”) either an amount in cash or such ). In calculating the number of Conversion Pledged Shares having delivered as part of a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoingTrue-Up, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock shall be valued at the Market Value (as defined in Section 1(b)(ii) below) based upon which the deficiency was calculated (e.g., the average closing bid price for the ten (10) trading days prior to the date on which the Collateral is valued). (ii) If the Pledgor fails to deliver the True-up Documents to the Secured Party within five (5) Trading Days business days after receipt of notice by the Secured Party therefor, the Pledgor shall pay to the Secured Party, in cash, two hundred and fifty ($250) dollars per business day until such certificates are delivered. Unless otherwise set forth on Schedule 1 of this Agreement, the Trading Pledgor is the beneficial and record owner of the Pledged Shares set forth opposite the Pledgor’s name on such Schedule. The Pledged Shares, together 2 with any additions, replacements, accessions and substitutes therefore, or proceeds thereof, are hereinafter referred to collectively as the “Collateral” or the “Pledged Shares”. Market Value means the average closing bid price for the ten (10) trading days prior to the applicable Conversion Date (date on which the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date Collateral is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder in satisfaction of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as of the True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date valued for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this Note1.

True-Up. On If the date that is seven (7) Trading Days (a “True-Up Date”) from each Conversion Date there shall be a true-up where the Company shall deliver to Holder an amount in cash or additional Conversion Shares (“True-Up Amount”) if the Closing Price as lowest VWAP of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day of the True-Up Date Valuation Period (the “True-Up Delivery DatePrice”) either an amount in cash or such number of Conversion for the respective Put Shares having a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be is less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock Market Price for the five (5) Trading Days on respective Put Shares, then the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a SaturdayCompany shall, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the within two (2) Trading Days on of Investor’s provision of written notice in the Trading Market immediately preceding form attached hereto as Exhibit E, issue and deliver to the date of conversion to which a True-Up would be payable. The Investor an additional number of validly issued, fully paid, non-assessable, and free trading shares of Common Stock under the Registration Statement equal to be delivered to (X) the Holder in satisfaction quotient of the Purchase Price for the respective Put Shares divided by the True-Up Amount Price, less (Y) the respective Put Shares. Any additional shares of Common Stock issuable hereunder are referred to herein as “Additional Shares.” Accordingly, the Additional Shares, if required to be delivered issued pursuant to this Agreement, shall be issued in accordance with the Beneficial Ownership Limitation, and in successive tranches (each an “Additional Tranche”) if the issuance of one tranche would cause the Investor’s beneficial ownership to exceed the Beneficial Ownership Limitation (based upon the then outstanding shares of the Common Stock) at that time. The Company shall issue each respective Additional Tranche of the Additional Shares, if required under this Section shall be equal to True-Up Amount divided Agreement, within two (2) Trading Days of the request by the Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up Investor, subject to the nearest whole shareBeneficial Ownership Limitation. For the avoidance of doubt, if the Closing Price as of the True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if If the Company fails to deliver issue the Additional Shares or any required True-Up Amount on or before any applicable True-Up Delivery DateAdditional Tranche within the timeframe specified in this Agreement, then in such event the principal amount of this Note will Additional Shares in which Investor is entitled shall automatically increase be multiplied by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this Notetwo.

True-Up. On The Pledgor shall be required to increase the date that is seven (7) Trading Days number of Pledged Shares (a “True-Up DateUp”) from each Conversion Date there shall be a true-up where if (A) on any monthly anniversary during the Company shall deliver to Holder an amount in cash term of the 2006 Note, the market value of the Pledged Shares then held by the Pledgor does not equal or additional Conversion Shares (“exceed 300% of the Maturity Amount of the 2006 Note. A True-Up Amount”shall not be deemed to be made until the following steps have been taken: (i) if Within five (5) business days after receipt of notice from the Closing Price as Secured Party of a deficiency in the value of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such eventPledged Shares, the Company Pledgor shall deliver to the Holder within one Secured Party (1A) Trading Day a certificate or certificates for additional shares and necessary stock powers equal to not less than 300% of the True-Up Date principal amount of the 2006 Note (the “True-up Shares”), together with (B) necessary stock powers, signed in blank and medallion-guaranteed, (C) an irrevocable Letter of Instruction and (D) an amendment to this Agreement (the certificates, stock powers, Irrevocable Letter of Instruction and amendment to this Agreement are collectively referred to as the “True-Up Delivery DateDocuments”) either an amount in cash or such ). In calculating the number of Conversion Pledged Shares having delivered as part of a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoingTrue-Up, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock shall be valued at the Market Value (as defined in Section 1(b)(ii) below) based upon which the deficiency was calculated (e.g., the average closing bid price for the ten (10) trading days prior to the date on which the Collateral is valued). (ii) If the Pledgor fails to deliver the True-up Documents to the Secured Party within five (5) Trading Days business days after receipt of notice by the Secured Party therefor, the Pledgor shall pay to the Secured Party, in cash, Two Hundred and Fifty ($250) Dollars per business day until such certificates are delivered. Unless otherwise set forth on Schedule 1 of this Agreement, the Trading Pledgor is the beneficial and record owner of the Pledged Shares set forth opposite the Pledgor’s name on such Schedule 1. The Pledged Shares, together with any additions, replacements, accessions and substitutes therefor, or proceeds thereof, are hereinafter referred to collectively as the “Collateral” or the Pledged Shares”. Market Value means the average closing bid price for the ten (10) trading days prior to the applicable Conversion Date (date on which the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date Collateral is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder in satisfaction of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as of the True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date valued for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this Note1.

True-Up. On The Pledgor shall be required to increase the date that is seven (7) Trading Days number of Pledged Shares (a “True-Up DateUp”) from each Conversion Date there shall be a true-up where if (A) on any monthly anniversary during the Company shall deliver to Holder an amount in cash term of the Note the market value of the Pledged Shares then held by the Pledgor does not equal or additional Conversion exceed 300% of the sum of the Maturity Amount of the Note (the “Obligations”), or (B) on any trading day during the term of the Note the market value of the Pledged Shares (“then held by the Pledgor does not equal or exceed 250% of the Obligations. A True-Up Amount”shall not be deemed to be made until the following steps have been taken: (i) if Within five (5) business days after receipt of notice from the Closing Price as Secured Party of a deficiency in the value of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such eventPledged Shares, the Company Pledgor shall deliver to the Holder within one Secured Party (1A) Trading Day a certificate or certificates for additional shares equal to not less than 300% of the True-Up Date principal amount of the Obligations (the “True-up Shares”), together with (B) necessary stock powers, signed in blank and medallion-guaranteed, and with (C) an Irrevocable Letter of Instruction (the certificates, stock powers and Irrevocable Letter of Instruction are collectively referred to as the “True-Up Delivery DateDocuments”) either an amount in cash or such ). In calculating the number of Conversion Pledged Shares having delivered as part of a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoingTrue-Up, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock shall be valued at the Market Value (as defined in Section 1(b)(ii) below) based upon which the deficiency was calculated (e.g., the average closing bid price for the ten (10) trading days prior to the date on which the Collateral is valued). (ii) If the Pledgor fails to deliver the True-up Documents to the Secured Party within five (5) Trading Days business days after receipt of notice by the Secured Party therefor, the Pledgor shall pay to the Secured Party, in cash, two hundred and fifty ($250) dollars per business day until such certificates are delivered. Unless otherwise set forth on Schedule 1 of this Agreement, the Trading Pledgor is the beneficial and record owner of the Pledged Shares set forth opposite the Pledgor’s name on such Schedule. The Pledged Shares, together with any additions, replacements, accessions and substitutes therefore, or proceeds thereof, are hereinafter referred to collectively as the “Collateral” or the “Pledged Shares”. Market Value means the average closing bid price for the ten (10) trading days prior to the applicable Conversion Date (date on which the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date Collateral is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder in satisfaction of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as of the True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date valued for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this Note1.

True-Up. On (a) If, following a Qualified IPO of the date that is seven type described in clause (7c) Trading Days of the definition thereof, the IPO Entity completes a public offering of its common equity securities for aggregate primary gross cash proceeds of not less than $250,000,000 within 9 months of the commencement of the Observation Period (a “TruePost-Up DateIPO Primary Offering”) from each Conversion Date there shall be a trueat an initial per unit price to the public of the equity securities of the IPO Entity sold to the public (the “Post-up where the Company shall deliver to Holder an amount in cash or additional Conversion Shares (“True-Up AmountIPO Primary Offering Unit Price”) if the Closing Price as of the True-Up Date that is less than the Conversion Price used IPO Unit Price, then the Mubadala Investors shall be entitled to receive, in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions aggregate (except (cand without further consideration therefor) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day of the True-Up Date (the “True-Up Delivery Date”) either an amount in cash or such a number of Conversion Shares having a additional non-voting Substitute Parent Entity Interests or IPO Entity Equity Securities, as the case may be (based on the type of security that the Mubadala Investors currently hold immediately after the Qualified IPO), with an aggregate value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) True Up Amount; provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a SaturdayCarlyle Parent Entities may elect, Sunday in their sole discretion, to pay all or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder in satisfaction portion of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price cash; and provided, further, that in effect on the Conversion Date. No fractional shares shall no event will additional securities be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For Mubadala Investors or their Affiliates that would violate the avoidance restrictions of doubt, if Section 5.3; and in the Closing Price as of event that the True-Up Date is higher than Mubadala Investors are unable to receive additional equity securities due to the Conversion Price restrictions set forth in the applicable Notice of ConversionSection 5.3, then Company shall have no obligation to deliver a True-payment of the True Up Amount to (or any remaining unsatisfied portion thereof) shall be made in cash at the Holder. For the convenience consummation of the Company only, Post-IPO Primary Offering. In the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-event that any True Up Amount it is obligated paid in IPO Entity Equity Securities or Substitute Parent Entity Interests, such securities shall be deemed to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by have a sum per unit value equal to the TruePost-IPO Primary Offering Unit Price. (b) For purposes of this Section 5.4, the term “True Up Amount deliverable as Amount” shall mean an amount equal to the product of (A) the excess, if any, of (x) the IPO Unit Price determined pursuant to clause (b) of the applicable Truedefinition thereof over (y) the Post-Up Date IPO Primary Offering Unit Price, multiplied by (under B) the Holder’s and Company’s expectations that any such increase will tack back number of Exchange Securities the Mubadala Investors actually received in the exchange of the Notes for Exchange Securities pursuant to the Original Issue Date for purposes of determining the holding period under Rule 144Section 5.1 (calculated on an as converted to IPO Entity Equity Security basis). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this Note.

True-Up. On i. In the date event that is seven the proceeds received by the Original Holders from the sale of all the Preferred Stock, Conversion Shares, shares of the Common Stock of the Corporation received by the Original Holders in connection with the spinoff of the Corporation from Sonnet Biotherapeutics Holdings, Inc. (7f/k/a Chanticleer Holdings, Inc.) Trading Days (a the “True-Up DateSpinoff Shares”) from each Conversion Date there shall be a true-up where and the Company shall deliver to Holder an amount in cash or additional proceeds of the Chanticleer Conversion Shares (“True-Up Amount”) if the Closing Price as of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provideddo not equal at least $1,875,000 on April 1, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day of the True-Up Date 2021 (the “True-Up Delivery Payment Date”) either ), the Corporation shall pay the Holder an amount in cash or such number of Conversion Shares having a value (the “True-Up Payment”) equal to [(Conversion Price – (80% $1,875,000 less the proceeds previously realized by the Original Holders from the sale of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoingPreferred Stock, the Conversion Price to be used Shares, the Spinoff Shares and Chanticleer Conversion Shares, net of brokerage commissions and any other fees incurred by Holder in accordance connection with the formula in the preceding sentence sale of any Conversion Shares (“Net Proceeds”). For purposes of clarity, Net Proceeds shall not be less than include any proceeds received by the lower Original Holders upon the receipt of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of any shares of Common Stock of the Corporation issued upon exercise of warrants of the Corporation held by the Original Holders or any shares of Common Stock of the Corporation held or acquired by Original Holders which are not Spinoff Shares. ii. The True-Up Payment will be paid by Corporation out of either (i) the proceeds from the exercise by Corporation of existing warrants to be delivered to purchase shares of the Holder in satisfaction common stock of Sonnet Biotherapeutics Holdings, Inc. (f/k/a Chanticleer Holdings, Inc.) held by Corporation or (ii) the Segregated Cash Account. If any portion of the True-Up Amount to be delivered in accordance with this Section shall be equal to Payment has not been paid by Corporation, on the True-Up Amount divided by the Conversion Price Payment Date, interest shall accrue on such unpaid amount until such amount is paid in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up full at a rate equal to the nearest whole sharelesser of (i) 18% per annum or (ii) the maximum rate permitted by applicable law. For the avoidance of doubt, if the Closing Price as Upon payment in full of the True-Up Date is higher than the Conversion Price set forth Payment and all unpaid liquidated damages and other amounts due in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience respect of the Company onlyPreferred Stock, any portion of the Holder may, in its sole discretion, deliver Segregated Cash Account not used to Company a written notice to the Company informing the Company of pay the True-Up Amount it is obligated Payment will be transferred to deliver the Corporation and any remaining outstanding shares of Preferred Stock held by the Original Holders will be cancelled with no further obligations of the Corporation to Holder as the Original Holders thereunder, without any further action on behalf of any given True-Up Datethe Corporation, provided that if Holder does not deliver any such notice, Original Holders or the Company shall not Holders. iii. The Segregated Cash Account will be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to maintained until the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable Payment is paid in accordance with this Section shall be calculated and payable upon every conversion of this Notefull.

True-Up. On If, on the date that is seven the six-month anniversary of the date of the date of this Amendment (7) Trading Days (a “True-Up Date”"), the volume weighted average price (as reported by Quotestream TM, a service of Quotemedia. Inc.) from each Conversion Date there shall be a true-up where of the Company shall deliver to Holder an amount in cash or additional Conversion Shares Company’s common stock (“True-Up Amount”the "Common Stock") if on the Closing Price as of day immediately preceding the True-Up Date Dxxx (the “Subsequent Share Price"), as reported on the Company’s Principal Market, is less than the Conversion Price used closing price of the Company‘s common stock on the date of this Amendment, then the Company shall, within three (3) trading days of Buyer’s provision of written notice in the applicable Notice form attached hereto as Exhibit B, issue and deliver to the Buyer an additional number of Conversion duly and validly issued, fully paid and non-assessable shares of Common Stock equal to (X) the quotient of $25,000 divided by the Subsequent Share Price. multiplied by 1.5. less (Y) the Extension Shares. Any additional shares of Common Stock issuable pursuant to this True-Up and referred to herein as “Additional shares." The Additional Shares, if required to be issued pursuant to this Amendment, shall be issued as provided in this Amendment, provided, however, that payment in no event shall the Buyer be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the Buyer and its affiliates of 9.99% of the outstanding shares of Common Stock may only occur if all at that time. For purposes of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior proviso to the applicable True Up Date immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and through Regulations 13D-G thereunder. Accordingly, the Additional Shares, if required to be issued pursuant to this amendment, shall be issued in accordance with the beneficial ownership limitations contained herein, and including in successive tranches (each an “Additional Tranche”) if the date such issuance of one tranche would result in the Buyer's beneficial ownership of more than 9.99% of the outstanding shares of Common Stock representing the True-Up Amount are actually issued to the Holderat that time. In such event, the The Company shall deliver to the Holder within one (1) Trading Day issue each respective Additional Tranche of the True-Up Date (the “True-Up Delivery Date”) either an amount in cash or such number of Conversion Shares having a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoingAdditional Shares, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a Saturdayrequired under this Amendment, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the within two (2) Trading Days on of the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered request by Buyer, subject to the Holder in satisfaction of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price in effect on the Conversion Datebeneficial ownership limitations contained herein. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as of the True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if If the Company fails to deliver issue the Additional Shams or any required True-Up Amount on or before any applicable True-Up Delivery DateAdditional Tranche within the time frame specified in this Amendment, then in such event the principal amount of this Note will Additional Shares in which Buyer is entitled shall automatically increase be multiplied by a sum two. The Company shall at all times reserve slums of its Common Stock for Buyer in an amount equal to 400% multiplied by (X) the True-Up Amount deliverable as quotient of $25,000 divided by the lowest traded price of the applicable True-Up Date Common Stock during the five Trading Days immediately preceding the respective date of calculation multiplied by 1.5, less (under Y) the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this NoteExtension Shares.

True-Up. On (i) For those fully engineered, developed and platted lots within the date that is seven Real Property, the “True Up” shall be equal to the sum of twenty percent (720%) Trading Days of the Sales Price paid by a third-party homebuyer to Purchaser (or Company’s successors-in-interest, as the case may be) at the time of closing the purchase and sale to said third party homebuyer minus the prorata share of the Adjusted Land Basis determined on a per-community, per-lot basis at Closing. Notwithstanding anything to the contrary herein, Seller’s rights under this Section 2.03(c) shall at all times be expressly subject and subordinate to the rights and mortgage lien of any lender providing the Company or Purchaser financing for the construction of a home on any lot owned by the Company. The provisions of this Section 2.03(c) shall survive Closing. (ii) For those undeveloped (or in-the-process of being developed) lands lying within the Real Property, the “True-Up Date”) from each Conversion Date there Up” shall be equal to the sum of twelve percent (12%) of the Sales Price paid by a truethird-up where party homebuyer to Purchaser (or Company’s successors-in-interest, as the Company case may be) at the time of closing the purchase and sale to said third party homebuyer minus the prorata share of the Adjusted Land Basis determined on a per-community, per-lot basis at Closing. (iii) At Closing, (1) Seller shall deliver provide Purchaser with an exhibit delineating which portions of the Real Property are fully engineered, developed and platted and which portions are undeveloped (or in-the-process of being developed), and (2) the Parties agree to Holder an amount in cash or additional Conversion Shares (record a “Memorandum of True-Up Amount”) if the Closing Price as Payment” placing third-parties on notice of Seller’s right to receive the True-Up Date is less than upon the Conversion Price used third-party sales to homebuyers, which memorandum shall be in such form and content to be mutually agreed upon by the applicable Notice Parties consistent with those certain existing “Memorandum of Conversion provided, however, that payment in shares of Common Stock may only occur if all Additional Purchase Price” recorded against portions of the Equity Conditions Real Property lying within Laureate Park (except (c) thereunder) have been met (unless waived by such as, the Holder provision for subordination in writing) during the seven (7) Trading Days immediately prior favor of Purchaser’s lenders subject to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day of the True-Up Date (the “True-Up Delivery Date”) either an amount in cash or such number of Conversion Shares having a value equal to [(Conversion Price – (80% of the Closing Pricecustomary limitations)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder in satisfaction of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as of the True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this Note.

True-Up. On If upon the earliest to occur of (i) the last Trading Day following the 90 Day Period, and (ii) the Trading Day that all Remaining Conversion Shares are sold, the gross proceeds received by the Borrower therefrom are less than in the aggregate $1,875,000 (the dollar amount of $1,875,000 less the gross proceeds received by the Lender from the sale of the Remaining Shares shall be referred to as the “Shortfall Amount”), then the Lender shall send to the Borrower in writing its calculation of the Shortfall and proof of the gross proceeds received by it from the sale of the Remaining Conversion Shares (brokerage, statements and/or similar evidence shall be sufficient proof thereof, such Shortfall Calculations plus the proof of the gross proceeds received from the sale of the Remaining Conversion Shares shall hereinafter be referred to as the “Shortfall Package”), and absent manifest error by the Lender, provided in detail in writing from the Borrower to the Lender no later than the 2nd Trading Day following the 3rd Business Day after the Borrower receives or is deemed to receive the Shortfall Package shall be binding on the Parties. Thereafter, on the 2nd Trading Day following the date that the Borrower receives or is seven deemed to receive the Shortfall Package (7) Trading Days (a the “True-Up Date”); the Borrower shall at its option either (i) from each Conversion Date there shall be a true-up where pay in cash to the Company shall Lender the Shortfall Amount by wire transfer of immediately available funds pursuant to wiring instructions provided to the Lender, or (ii) deliver to Holder an amount in cash or the Lender such number of additional Conversion Shares (“True-Up Amount”) if the Closing Price as of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day of the True-Up Date (the “True-Up Delivery DateShares”), without restrictive legend, or if because the Borrower was ever a “Shell Company” (as defined under Rule 144), True-Up Shares with a standard Securities Act legend and its counsel issues to the Borrowers transfer agent a legal opinion (or opinions when requested at any time and from time to time by the Lender to remove the restrictive legends upon a sale of any True-Up Shares) either in an amount in cash or such number of Conversion Shares having a value equal to [(Conversion Price – (80% the Shortfall Amount divided by the closing sales price of the Closing Price)] * the aggregate value a share of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder in satisfaction of following the True-Up Amount Date; and the Borrower shall have the right to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as of sell the True-Up Date is higher than Shares without limitation provided, however, if the Conversion Price set forth in Borrower elects to provide to the applicable Notice of Conversion, then Company shall have no obligation to deliver a Lender True-Up Amount to Shares on the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, and following the Company shall not be relieved sale of its obligation to deliver all True-Up Amount pursuant to this Section. Notwithstanding Shares by the foregoingLender, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal aggregate amount of this Note will automatically increase gross proceeds received by a sum equal to the Lender from the sale of the Remaining Conversion Shares and the True-Up Amount deliverable Shares is less than $1,875,000 (the “2nd Shortfall Amount”), as evidenced by proof in form so provided elsewhere in this Section 1(c), then the Borrower shall no later than the third (3rd) Trading Day following the date the Borrower receives such calculation and proof of the applicable 2nd Shortfall Amount (the “2nd True-Up Date Date”) at the Borrower’s option either (under the Holder’s and Company’s expectations that any such increase will tack back i) pay in cash to the Original Issue Date for purposes Lender the 2nd Shortfall Amount by wire transfer of determining immediately available funds pursuant to wiring instructions provided to the holding period Lender, or (ii) deliver to the Lender such number True-Up Shares, without restrictive legend, or if because the Borrower was ever a “Shell Company” (as defined under Rule 144). For , True-Up Shares with a standard Securities Act legend and its counsel issues to the avoidance Borrower’s transfer agent a legal opinion (or opinions when requested at any time and from time to time by the Lender to remove the restrictive legends upon a sale of doubt, any True-Up Shares) in an amount equal to the 2nd Shortfall Amount divided by the closing sales price of a share of Common Stock on the Trading Day immediately following the 2nd True-Up Date; and the Borrower shall have the right to sell the True-Up Shares without limitation. Absent manifest error by the Lender, the Lenders calculation of the 2nd Shortfall Amount payable shall be binding on the Parties. The Borrower agrees to take any and all action reasonably requested by the Borrower, in accordance with the time frame reasonably requested by the Lender (if no time frame is provided herein and/or in the other Documents), to facilitate the provisions of this Section shall be calculated and payable upon every conversion of this Note1(c).

True-Up. On the date that is seven (7) Trading Days (a “True-Up Date”) from each Conversion Date there shall be a true-up where the Company shall deliver to Holder an amount in cash or additional Conversion Shares (“True-Up Amount”) if the Closing Price as of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion provided, however, that payment in shares of Common Stock may only occur if all of the Equity Conditions (except (c) thereunder) have been met (unless waived by the Holder in writing) during the seven (7) 7 Trading Days immediately prior to the applicable True Up Date and through and including the date such shares of Common Stock representing the True-Up Amount are actually issued to the Holder. In such event, the Company shall deliver to the Holder within one (1) Trading Day of the True-Up Date (the “True-Up Delivery Date”) either an amount in cash or such number of Conversion Shares having a value equal to [(Conversion Price – (80% of the Closing Price)] * the aggregate value of the amount converted as set forth in the Notice of Conversion. Notwithstanding the foregoing, the Conversion Price to be used in accordance with the formula in the preceding sentence shall not be less than the lower of (a) $0.25 or (b) 50% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market prior to the applicable Conversion Date (the “Floor Price”) provided that if the Closing Price on the Maturity Date (or the next Trading Day if such date is a Saturday, Sunday or a holiday) is not equal or exceeding the Floor Price as of such date, the conversion price to be used in accordance with this formula shall be equal to 80% of the average VWAP of the Common Stock for the two (2) Trading Days on the Trading Market immediately preceding the date of conversion to which a True-Up would be payable. The number of shares of Common Stock to be delivered to the Holder in satisfaction of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as of the True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation to deliver a True-Up Amount to the Holder. For the convenience of the Company only, the Holder may, in its sole discretion, deliver to Company a written notice to the Company informing the Company of the True-Up Amount it is obligated to deliver to Holder as of any given True-Up Date, provided that if Holder does not deliver any such notice, the Company shall not be relieved of its obligation to deliver True-Up Amount pursuant to this Section. Notwithstanding the foregoing, if the Company fails to deliver any required True-Up Amount on or before any applicable True-Up Delivery Date, then in such event the principal amount of this Note will automatically increase by a sum equal to the True-Up Amount deliverable as of the applicable True-Up Date (under the Holder’s and Company’s expectations that any such increase will tack back to the Original Issue Date for purposes of determining the holding period under Rule 144). For the avoidance of doubt, the True-Up Amount payable in accordance with this Section shall be calculated and payable upon every conversion of this Note.