FORM OF UNDERWRITER WARRANT SONNET BIOTHERAPEUTICS HOLDINGS, INC.Sonnet BioTherapeutics Holdings, Inc. • February 13th, 2023 • 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 February 8, 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).
13,888,888 Shares of Common Stock (or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) Warrants to Purchase 27,777,776 Shares of Common Stock SONNET BIOTHERAPEUTICS HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2023 • 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 representative (the “Representative”) (i) an aggregate of 13,888,888 authorized but unissued shares (the “Firm Shares” or “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock in lieu thereof at an exercise price of $0.0001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Firm Warrants” or “Warrants”) to purchase up to an aggregate of 27,777,776 shares of Common Stock (the “Firm Warrant Shares” or “Warrant Shares”). The Shares, the Underwriter Warrants (as defined below), the Underwriter Warrant Shares (as defined below), the P
