COMMON STOCK PURCHASE WARRANT SONNET BIOTHERAPEUTICS HOLDINGS, INC.Common Stock Purchase Warrant • June 20th, 2024 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 [________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2020 • Chanticleer Holdings, Inc. • Retail-eating places
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 7, 2020, between Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2023 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2023, between Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 17th, 2020 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of __, 20__ by and between Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
FORM OF UNDERWRITER WARRANT SONNET BIOTHERAPEUTICS HOLDINGS, INC.Warrant Agreement • September 28th, 2023 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [Chardan Capital Markets, LLC (“Chardan”)] [Ladenburg Thalmann & Co., Inc. (“Ladenburg”)], 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 [●], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SONNET BIOTHERAPEUTICS HOLDINGS, INC.Pre-Funded Common Stock Purchase Warrant • June 30th, 2023 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______] 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
COMMON STOCK PURCHASE WARRANT SONNET BIOTHERAPEUTICS HOLDINGS, INC.Common Stock Purchase Warrant • June 30th, 2023 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______] 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [______], 20[__]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2020 • Chanticleer Holdings, Inc. • Retail-eating places • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of February 7, 2020, by and among Chanticleer Holdings, Inc., a Delaware corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and the Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchaser”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 5th, 2017 • Chanticleer Holdings, Inc. • Retail-eating places • New York
SUBSIDIARY GUARANTEE, dated as of May 4, 2017 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Chanticleer Holdings, Inc., a Delaware corporation (the “Company”) and the Purchasers.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SONNET BIOTHERAPEUTICS HOLDINGS, INC.Placement Agent Agreement • June 20th, 2024 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 June 19, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).This Warrant is being issued pursuant to that certain Investment Banking Agreement, dated as of May 21, 2024, by and between the Company and Ladenburg Thalmann & Co. Inc.
COMMON STOCK PURCHASE WARRANT chanticleer holdings, inc.Common Stock Purchase Warrant • June 23rd, 2015 • Chanticleer Holdings, Inc. • Retail-eating places
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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). This Warrant is issued by the Company as of the date hereof pursuant to the Letter Agreement, dated as of ____, 2015, as amended, between the Company and T.R. Winston & Company., LLC and Section 4(a)(2) of
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2024 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 2, 2024 is by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”).
CHANTICLEER HOLDINGS, INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • May 28th, 2019 • Chanticleer Holdings, Inc. • Retail-eating places • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”), and certain holders of its warrants to purchase shares of Common Stock subscription rights (the “Rights”) to subscribe for up to an aggregate of _______ shares of Common Stock (the “Rights Shares”), at a subscription price of $____ per Rights Share in cash (the “Subscription Price”).
Chanticleer Holdings, Inc. 2,444,450 Units UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2012 • Chanticleer Holdings, Inc. • Services-management consulting services • Florida
Chanticleer Holdings, Inc, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (each of Merriman Capital, Inc. and Dawson James Securities, Inc., collectively referred to herein as the “Representative” or “you”) an aggregate of 2,444,450 units (the “Firm Units”) at a price of $4.23 per Unit, with each unit consisting of one share of the Company’s common stock, $0.0001 par value (the “Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Overallotment Option”), an aggregate of up to 366,667 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form
Chanticleer Holdings, Inc. 2,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2012 • Chanticleer Holdings, Inc. • Services-management consulting services • Florida
Chanticleer Holdings, Inc, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives each of Merriman Capital, Inc. and Dawson James Securities, Inc. collectively referred to herein as (the “Representative” “or “you”) an aggregate of 2,500,000 units (the “Firm Units”) at a price of [ ] per Unit, with each unit consisting of one share of the Company’s common stock, $0.0001 par value (the “Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 375,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form
SONNET BIOTHERAPEUTICS HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2021 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • New York
ContractWarrant Agreement • April 27th, 2015 • Chanticleer Holdings, Inc. • Retail-eating places • Delaware
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE 1933 SECURITIES ACT), NOR MAY THIS WARRANT OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, UNLESS THE WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE 1933 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE CORPORATION RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO SUCH EFFECT.
AT-THE-MARKET SALES AGREEMENTAt-the-Market Sales Agreement • February 5th, 2021 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • New York
Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC in its capacity as sales agent for the Company (“BTIG” and, together with the Company, the “Parties”), as follows:
SONNET BIOTHERAPEUTICS HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2024 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • New York
Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to several underwriters named on Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”) for which Chardan Capital Markets, LLC is acting as the representative (the “Representative”) of the several Underwriters an aggregate of (i) 155,000 authorized but unissued shares (the “Firm Shares” or “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares up to an aggregate of 956,111 shares of Common Stock at an exercise price of $0.0001 per share (the “Pre-Funded Warrant Shares”), and (iii) warrants (the “Firm Warrants” or “Warrants”) to purchase up to an aggregate of 2,222,222 shares of Common Stock (the “Firm Warrant Shares” or “Warrant Shares”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2015 • Chanticleer Holdings, Inc. • Retail-eating places
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of February 11, 2015 by and among Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), and Carl Caserta (the “Investor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 30th, 2017 • Chanticleer Holdings, Inc. • Retail-eating places • Delaware
This Indemnification Agreement (the “Agreement”) is entered between Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned, a director, officer, or both, of the Company and/or one or more of its subsidiaries (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among CHANTICLEER Holdings, Inc. a Delaware corporation Biosub INc. a Delaware corporation and Sonnet BioTherapeutics, Inc. a New Jersey corporation dated as of October 10, 2019Merger Agreement • October 11th, 2019 • Chanticleer Holdings, Inc. • Retail-eating places • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 10, 2019, is entered into by and among CHANTICLEER HOLDINGS, INC., a Delaware corporation (“Public Company”); BIOSUB INC., a Delaware corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”); and SONNET BIOTHERAPEUTICS, INC., a New Jersey corporation (“Merger Partner,” and together with Public Company and the Merger Sub, the “Parties”).
RESTRICTED STOCK UNIT AWARD AGREEMENT SONNET BIOTHERAPEUTICS HOLDINGS, INC.Restricted Stock Unit Award Agreement • July 9th, 2020 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2015 • Chanticleer Holdings, Inc. • Retail-eating places • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January ___, 2015 by and among (i) Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), (ii) __________ (the “Purchaser”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 10 hereof (each a “Purchaser Permitted Transferee” and, collectively, the “Purchaser Permitted Transferees”).
ChEF PURCHASE AGREEMENTChef Purchase Agreement • May 3rd, 2024 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • New York
This ChEF PURCHASE AGREEMENT is made and entered into as of May 2, 2024 (together with Annex I, this “Agreement”), by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2015 • Chanticleer Holdings, Inc. • Retail-eating places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 19, 2015, between Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • May 5th, 2017 • Chanticleer Holdings, Inc. • Retail-eating places • New York
This SECURITY AGREEMENT, dated as of May 4, 2017 (this “Agreement”), is among Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8.0% Secured Debentures due December 31, 2018 years following their issuance, in the original aggregate principal amount of $6,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2008 • Chanticleer Holdings, Inc. • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 8, 2008, between Chanticleer Holdings, Inc., a Delaware corporation (the “Company”) and Michael Herrick (“Executive”).
CHANTICLEER HOLDINGS, INC. UNIT AGENCY AGREEMENTUnit Agency Agreement • May 30th, 2012 • Chanticleer Holdings, Inc. • Services-management consulting services • New York
UNIT AGENCY AGREEMENT made as of June , 2012 (“Issuance Date”), between Chanticleer Holdings, Inc., a Delaware corporation, with offices at 11220 Elm Lane, Suite 203, Charlotte, NC 28277 (“Company”), and Securities Transfer Company, with offices at 2671 Dallas Parkway, Suite 102, Frisco, TX 76034 (“Unit Agent”).
AMENDMENT TO WARRANTWarrant Amendment • May 20th, 2019 • Chanticleer Holdings, Inc. • Retail-eating places
This Amendment to Warrant (the “Amendment”) is entered into and effective as of May 15, 2019 (the “Effective Date”), by and between Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer”), and LARRY STEVEN SPITCAUFSKY CHARLES SCHWAB & CO INC CUST ROTH CONTRIBUTORY IRA (the “Holder”).
2% CONVERTIBLE NOTEConvertible Security Agreement • August 14th, 2017 • Chanticleer Holdings, Inc. • Retail-eating places • New York
THIS 2% CONVERTIBLE NOTE is a duly authorized and validly issued 2% Convertible Note of Chanticleer Holdings, Inc., a Delaware corporation, having its principal place of business at 7621 Little Avenue, Suite 414, Charlotte, North Carolina 28226 (the “Company”), designated as its 2% Convertible Note (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2024 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 9, 2024, between Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2020 • Chanticleer Holdings, Inc. • Retail-eating places
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2020, between [●], a [Delaware] [●] (the “Spin-Off Entity”), on the one hand, and Chanticleer Holdings, Inc., a Delaware corporation (“Public Company”) and Sonnet BioTherapeutics, Inc., a New Jersey corporation (the “Merger Partner”). Each of the Spin-Off Entity, Public Company and Merger Partner are sometimes referred to herein as a “Party” and together the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).
SONNET BIOTHERAPEUTICS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • April 3rd, 2020 • Sonnet BioTherapeutics Holdings, Inc. • Retail-eating places • New York
Sonnet BioTherapeutics Holdings, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Amergent Hospitality Group, 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 on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 1, 2025 (the “Expiration Date”) but not thereafter 186,161 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 “
SUBSCRIPTION AGREEMENTSubscription Agreement • October 21st, 2013 • Chanticleer Holdings, Inc. • Services-management consulting services • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement” or “Subscription Agreement”) dated as of September 30, 2013 between CHANTICLEER HOLDINGS, INC., a Delaware corporation having its principal offices at 11220 Elm Lane, Suite 203, Charlotte, NC 28277 (the “Company”) and the SUBSCRIBERS (“Subscribers”), whose names and addresses are set forth on the Signature Page to this Agreement.
