展示4.1

代表的認股權證

本購買權憑證的註冊持有人同意，在此接受後，將在發行普通股權的銷售開始後六（6）個月的期間內，不得：（A）向任何非基準公司，LLC的高管或合夥人以外的任何人出售、轉讓、轉讓、質押或抵押這份購買權憑證，每個高管或合夥人都同意這裏所規定的限制，並符合FINRA行爲規則5110(E)(1)的規定；或（B）導致這份購買權憑證或可在此項下發行的證券成爲任何對沖、空頭賣出、衍生、看跌或看漲交易的對象，這樣做將導致該購買權憑證或在此之下的證券的有效經濟處分，除非根據FINRA規則5110(E)(2)的規定。

此購買權不得在2025年4月22日之前行使，東部時間2029年10月22日下午5:00後作廢。

普通股購買認股權證書

購買91,000股普通股的

GELTEQ 有限公司

1. 購買認股權證。這證明了這一點， 根據澳大利亞上市有限公司Gelteq Limited之間簽訂的某些承保協議 （這個”公司”）和 Benchmark Company, LLC（”基準”），日期爲 2024 年 10 月 28 日（”承保 協議”）、Benchmark（以其允許的繼任者或受讓人以這種身份，”持有者”)，已註冊 根據以下條款，本購買權證的所有者有權受行使限制和以下條件的約束 從 2025 年 4 月 22 日起隨時或不時制定（”開課日期”），在下午 5:00 或之前， 美國東部時間，2029 年 10 月 22 日（到期日期，”），該日期爲自開始之日起五 (5) 年 承銷協議設想的首次公開募股的銷售（”提供”) 在註冊下 關於公司 F-1 表格（註冊號 333-280804）的聲明（ 「註冊聲明」），但此後不行， 全部或部分認購、購買和接收公司不超過91,000股普通股，不計面值（”股票”）， 視情況而定，如中所述進行調整 第 5 部分 在這裏。本購買權證不可行使或兌換，期限超過五年 自本次發行中開始出售普通股之日起的幾年。如果到期日是銀行機構的日期 經法律或行政命令授權關閉，則本購買權證可以在第二天行使，但不是 這樣的日子符合此處的條款。在自本協議發佈之日起至到期日結束的期限內， 公司同意不採取任何會終止本購買權證的行動。本購買權證最初的行使價格爲5美元 每股（本次發行中出售股票價格的125％）；但是，前提是發生任何指定事件時 在 第 5 部分 本收購權證授予的權利，包括每股行使價和股份數量 在進行此項工作時收到的，應按其中規定進行調整。這個詞”行使價格” 應指 初始行使價或調整後的行使價，視情況而定。此處未定義的任何術語應具有規定的含義 在承保協議中。

2. 行權.

2.1 行使表格。 要行使此購買權證，需要填寫附上的行使表格 附錄 A (「本登記聲明」) 由特立軟件股份有限公司，一家德拉華州股份公司 (以下簡稱爲「本公司」) 提交，目的是爲了註冊其額外的7,184,563股A類普通股，每股面值$0.0001 (以下簡稱爲「A類普通股」), 以及在特立軟件股份有限公司 2022年股權激勵計劃下可發行股份的1,436,911股A類普通股，注(下文簡稱爲「A類普通股」)。行使表格必須完整填寫並交送給公司，連同這個購買權證並支付購買股票的行使價格，通過銀行轉賬支付現金或通過銀行匯票或本行支票支付，抬頭寫爲公司。如果本購買權證代表的認股權在到期日之前或當日東部時間下午5點之前未行使，則本購買權證將變爲作廢，不再生效，本購買權證代表的所有權利將終止並失效。

2.2 無現金行權在此之前，持有人可選擇通過將本購買認股權書連同行使表格交還公司的方式，獲得與本購買認股權書價值（或其部分）相等的股份數量 第2.1節作爲支付現金或支票支付給公司的方式行使本購買認股權，持有人可以選擇通過將本購買認股權書連同行使表格交還公司的方式，獲得與本購買認股權書價值（或其部分）相等的股份數量，此時公司將按照以下公式向持有人發行股份:

根據本節2.2，公允市場價值是指對於任何日期，由適用的第一項以下條款確定的價格：(a)如果普通股當時在合格市場上進行上市或報價，則其價值被視爲在行權之前的五個交易日內，在該合格市場的任何交易日上最高的盤中價或收盤價，(b)如果OTCQb或OTCQX不是合格市場，則該價值被視爲在行權之前的五個交易日內，在OTCQb或OTCQX上的任何交易日內，普通股的最高盤中價或收盤價，如適用，(c)如果普通股當時未被列入或報價在OTCQb或OTCQX上進行交易，且如果普通股當時的價格被OTC Markets Group, Inc.（或類似機構或機構繼承其價格報告職能的組織），即「OTC Markets集團」在名爲「Pink Sheets」的公佈的OTC Markets Group中報告，則該價值被視爲在行權之前的五個交易日內，在Pink Sheets上的普通股的任何交易日上最高的盤中價或收盤價，或(d)在所有其他情況下，普通股的公允市場價值由由持有人誠信選擇並且公司合理接受的獨立評估師確定。

2.3 Andrew P. Desjardins醫學博士g結束每張根據本購買權證購買的證券證書上應標有以下圖例，除非該證券已在1933年修訂版《證券法》（"證券法”):

本證書所代表的證券未根據1933年修正案的《證券法》（以下簡稱「法案」）或適用的州法進行註冊。購買權本證書所代表的證券受公司證券註冊聲明（文件編號333-280804）規定的發行結束後六（6）個月的鎖定期限的約束，並且可能不得（A）銷售、轉讓、轉讓、贈與或抵押給任何人，而不是基準公司有限責任公司或基準公司有限責任公司的善意官員或合夥人，或（B）成爲這些證券在此處的有效經濟處置的任何套期保值、沽空、衍生、看跌或看漲交易的對象，但在FINRA規則5110(E)(2)中另有規定的情況除外。

3. 「轉讓」還將被視爲發生在任何操作持有人(或該操作持有人的允許受讓人)有B類普通股股份的非盈利機構(或該股份的任何受益人)持有該B類普通股股份的頂層支配權或獨家投票權控制時，就該B類普通股股份而言，操作持有人(或其允許受讓方)不再保留獨立支配權(在操作持有人和其允許受讓方之間)和其對該安全的投票或投票的獨佔支配權(包括通過委託、投票協議或其他方式)，情況下(在這種情況下)。即使是這種情況，以下任何情況也不被視爲「轉讓」:.

3.1 一般限制本購買認股權證的持有人通過接受本文件，同意在發行普通股的銷售自開始之日起的一百八十（180）天期間（即與股票交易委員會（“生效日期。”）的發行有關）： (a) 不得將本購買認股權證轉讓、贈與、抵押或用作質押，除非轉讓給：（i）代表或承銷商、配售代理商或進行發行的選定經銷商，或（ii）代表或任何承銷商、配售代理商或選定經銷商的官員或合夥人，在（i）和（ii）中，每位都同意根據FINRA規則5110(e)(1)中包含的限制進行交易，或（b）導致本購買認股權證或本文可發出的證券成爲任何對沖、委員會:賣空、衍生產品、看跌或看漲交易的對象，而這些交易將導致對本購買認股權證或本文中的證券的有效經濟處分，除非根據FINRA規則5110(e)(2)允許。自生效日之後的一百八十（180）天起，轉讓給其他人可能需要遵守或豁免適用的證券法規定。爲了進行任何允許的轉讓，持有人必須向公司提交附在此的轉讓表格 附件B 已填寫和簽署，連同本購買認股權證及與之相關支付的所有轉讓稅（如果有）。公司應在五（5）個營業日內轉移本購買認股權證至公司名冊，並應簽署並交付一份新的、與適當的受讓人明確證明有權購買此處可購買股數的股票認股權或類似期限的股票認股權，或根據任何該等轉讓擬定的股數部分。

3.2 根據證券法規定的限制此購買權證明的證券不得轉讓，直到：(i)根據法律要求，公司收到公司法律顧問意見，證券可以依據證券法和適用州證券法的豁免規定進行轉讓，或者(ii)與這些證券的發行和出售有關的註冊聲明或註冊聲明的後續修正已由委員會提交併生效，同時已確定符合適用州證券法。

4. 發行新權證.

4.1 部分行使或轉讓受限於 第3章。資格. 根據本條款，本購買權證可以全部或部分行使或轉讓。如果僅部分行使或轉讓本購買權證，在提供足夠支付任何行使價格和/或轉讓稅款的資金的情況下，出示此購買權證以便註銷，並一併提交已簽署的行使或轉讓表格。 第2.1節 根據本條款，公司應免費向持有人交付一份新的與本購買權證具有相同效力的購買權證，登記以持有人的名義，證明持有人有權購買本購買權證下尚未行使或轉讓的股票數量。

4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

5. Adjustments.

5.1 Adjustments to Exercise Price and Number of Shares. The Exercise Price and the number of Shares underlying this Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

5.1.1 Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 5.1.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares, and the Exercise Price shall be proportionately decreased.

5.1.2 Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 5.1.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares, and the Exercise Price shall be proportionately increased.

5.1.3 Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 5.1.1 or Section 5.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation or merger or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation or merger, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 5.1.1 or Section 5.1.2, then such adjustment shall be made pursuant to Section 5.1.1, Section 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, mergers or consolidations, sales or other transfers.

5.1.4 Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 5.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the date hereof or the computation thereof.

5.2 Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation or merger shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation or merger, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 5. The above provision of this Section 5 shall similarly apply to successive consolidations or share reconstructions or amalgamations or mergers.

5.3 Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.

6. Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of this Purchase Warrant, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of this Purchase Warrant and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of this Purchase Warrant to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.

7. Registration.

7.1 Piggyback Registration. The issuance of the Purchase Warrant and the Shares has been registered on the Registration Statement. The Company shall file periodic filings with the Commission during the term of this Purchase Warrant as required by the rules and regulations issued by the Commission. To the extent the Company does not maintain an effective registration statement for the Shares, during the term of this Purchase Warrant and for a period of no more than five (5) years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(D), whenever the Company proposes to register any of its securities under the Securities Act, whether for its own account or for the account of another shareholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a registration made on Form F-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Shares, it will so notify in writing the Holder (a “Piggyback Notice”) as soon as practicable but in no event less than five (5) business days before the anticipated filing date and offer to the Holder the opportunity to register the sale of such number of Shares as such Holder may request in writing within three (3) business days after receipt of such Piggyback Notice (a “Piggyback Registration”). Notwithstanding the foregoing, the Company may delay any such notice to the Holder, including until after filing a registration statement, so long as the Holder has the same amount of time to determine whether to participate in an offering as it would have had if such notice had not been so delayed. The Company shall cause such Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Shares in accordance with the intended method(s) of distribution thereof; provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Ordinary Shares which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Shares with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Holder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

7.2 Demand Registration. Unless all of the Shares are included in an effective registration statement with a current prospectus, the Company, upon written demand (“Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrant and/or the underlying securities (“Majority Holder(s)”), agrees to register on two occasions, all or any portion of the remaining Ordinary Shares as requested by the Majority Holder(s) in the Demand Notice, provided that no such registration will be required unless the Holders request registration of an aggregate of at least 51% of the outstanding Shares. On such occasion, the Company will file a new registration statement or a post-effective amendment to the Registration Statement covering the Shares within sixty (60) days after receipt of the Demand Notice and use its commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time after one (1) year from the commencement of sales of the Offering, but no later than five (5) years from the commencement of sales of the Offering. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrant and/or the Shares within ten (10) days from the date of the receipt of any such Demand Notice, who shall have five days from the receipt of such Notice in which to notify the Company of their desire to have their Shares included in the Registration Statement. The Company shall bear all fees and expenses attendant to registering the Shares upon the first Demand Notice, including the reasonable expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Shares, but the Holders shall pay any and all underwriting commissions, if any. The Holders shall bear all fees and expenses attendant to registering the Shares upon the second Demand Notice. The Company agrees to use its commercially reasonable efforts to qualify or register the Shares in such States as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Shares in a State in which such registration would cause (i) the Company to be obligated to qualify to do business in such State or execute a general consent to service of process, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section 7 to remain effective for a period of twelve (12) consecutive months from the effective date of such registration statement or post-effective amendment or until the Holders have completed the distribution of the Shares included in the Registration Statement, whichever occurs first. If (i) in the good faith judgment of the Board, filing a registration statement pursuant to Section 7 would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing on two occasions for an aggregate of not more than one hundred and twenty (120) days in any twelve-month period. The Company is only required to use its commercially reasonable efforts to cause a registration statement covering issuance of the Shares underlying the Purchase Warrant to be declared effective, and once effective, only to use its commercially reasonable efforts to maintain the effectiveness of the registration statement. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, in no event is the Company obligated to settle any Purchase Warrant, in whole or in part, for cash in the event it is unable to register the Shares.

8. Certain Notice Requirements.

8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

8.2 Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation or merger) or a sale of all or substantially all of its property, assets and business shall be proposed.

8.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 5 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

8.4 Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been duly made (1) when hand delivered, (2) when mailed by express mail or private courier service or (3) when the event requiring notice is disclosed in all material respects and filed in a current report on Form 8-K (or similar report of the Company required of foreign private issuers) or in a definitive proxy statement on Schedule 14A prior to the Notice Date: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:

If to the Holder:

The Benchmark Company, LLC

150 E 58th St # 17

New York, NY 10155

Attn: John J. Borer III

Email: jborer@benchmarkcompany.com

With a copy (which shall not constitute notice) to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attn: Darrin M. Ocasio Esq. Email: DMOcasio@SRFC.LAW

If to the Company:

Gelteq Limited Level 4

100 Albert Road

South Melbourne VIC, 3025 Australia

Attention: Nathan Givoni, Chief Executive Officer

with copies (which shall not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor New York, NY 10105

Attn: Richard I. Anslow, Esq. Email: ranslow@egsllp.com

9. Miscellaneous.

9.1 Amendments. The Company and Benchmark may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Benchmark may deem necessary or desirable and that the Company and Benchmark deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.

9.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.

9.3 Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

9.4 Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

9.5 Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the courts located in Los Angeles, California, or in the United States District Court located in Los Angeles, California, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9.6 Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.7 Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Benchmark enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

9.8 Execution in Counterparts. This Purchase Warrant may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of October 30, 2024.

EXHIBIT A

Form to be used to exercise Purchase Warrant:

Date:________, 20 _____

The undersigned hereby elects irrevocably to exercise the Purchase Warrant for ________ Shares of Gelteq Limited, a company incorporated in the State of Victoria, Australia (the “Company”) and hereby makes payment of $___ (at the rate of $___ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.

or

The undersigned hereby elects irrevocably to convert its right to purchase _____ Shares under the Purchase Warrant for ____ Shares, as determined in accordance with the following formula:

X = Y(A-B)

A

Y = The number of Shares for which the Purchase Warrant is being exercised;

A = The fair market value (defined in Section 2.2 of the Purchase Warrant) of one Share which is equal to $ ___; and B = The Exercise Price which is equal to $ ____ per share

The undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall be resolved by the Company in its sole discretion.

Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, ______ Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:

☐ Check here if requesting delivery as a certificate to the following name and to the following address:

☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

Date: ___________________ ,

Tax ID: _________________

Electronic Mail : _____________

EXHIBIT B

Form to be used to assign Purchase Warrant:

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

FOR VALUE RECEIVED, does hereby sell, assign and transfer unto the right to purchase shares of Gelteq Limited, a company incorporated in the State of Victoria, Australia (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

Dated: _______________ , 20_________________ 

Signature

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever.