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”).
FORM OF COMMON WARRANT SONNET BIOTHERAPEUTICS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCKSecurities Agreement • December 10th, 2024 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • 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, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ], 2024 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 1
FORM OF PRE-FUNDED WARRANT SONNET BIOTHERAPEUTICS HOLDINGS, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKSecurity Agreement • December 10th, 2024 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • 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, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ], 2024 (the “Initial Exercisability Date”), until exercised in full (the “Termination Date”), [ ] 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 Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is issue
