Allarity Therapeutics, Inc.

EIGHTH CERTIFICATE OF AMENDMENT

TO

OF

1. This Eighth Certificate of Amendment to Certificate of Incorporation (this “Eighth Amendment”) amends certain provisions of the Corporation’s original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 6, 2021, as amended by that certain Certificate of Amendment filed on August 5, 2021, and as further amended by that certain Second Certificate of Amendment filed on March 20, 2023, and as further amended by that certain Third Certificate of Amendment filed on March 23, 2023, and as further amended by that certain Fourth Certificate of Amendment filed on June 28, 2023, and as further amended by that certain Fifth Certificate of Amendment filed on April 4, 2024, and as further amended by that certain Sixth Certificate of Amendment filed on ____, 2024, and as further amended by that certain Seventh Certificate of Amendment filed on _____, 2024 (as amended, the “Certificate of Incorporation”).

2. The board of directors of the Corporation, acting in accordance with the provisions of Sections 141(f) and 242 of the General Corporation Law of the State of Delaware (the “DGCL”), has duly adopted resolutions approving the amendment set forth in this Eighth Amendment, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and directing that such amendment be considered for stockholder approval at the Annual Meeting of Stockholders held on ____, 2024 (the “Annual Meeting”), which meeting was noticed and has been held in accordance with Section 222 of the DGCL.

3. This Eighth Amendment was duly adopted by the affirmative vote of the holders of the majority of the outstanding shares of the Corporation’s common stock entitled to vote, together as a class, thereon at the Corporation’s Annual Meeting, in accordance with the provisions of Section 242 of the DGCL, and Articles FIFTH and TWELFTH of the Certificate of Incorporation.

4. Resolutions were duly adopted by the board of directors of the Corporation, in accordance with the provisions of the Certificate of Incorporation set forth below, providing that, effective as of ____ [a.m./p.m.], New York time, on ______, 2024, or as soon as practicable thereafter, the liability of the directors and officers for monetary damages shall be eliminated to the fullest extent under applicable law.

5. The Certificate of Incorporation is hereby amended by deleting Article EIGHTH thereof, and replacing in their entirety the following paragraphs:

“EIGHTH: The liability of the directors and officers for monetary damages shall be eliminated to the fullest extent under applicable law.

To the fullest extent permitted by applicable law, the Company is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. If applicable law is amended after approval by the stockholders of this Article EIGHTH to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer to the Company shall be eliminated or limited to the fullest extent permitted by applicable law as so amended.

Any repeal or modification of this Article EIGHTH shall only be prospective and shall not affect the rights or protections or increase the liability of any director or officer under this Article EIGHTH in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.”

6. Except as set forth in this Eighth Amendment, the Certificate of Incorporation remains in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Eighth Amendment to be duly executed in its name and on its behalf by a duly authorized officer of the Corporation on this ___ day of ___, 2024.

[SIGNATURE PAGE TO EIGHTH CERTIFICATE OF AMENDMENT]

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 040NUC qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Annual Meeting Proxy Card 01 - Gerald W. McLaughlin 02 - Laura E. Benjamin For Withhold For Withhold Proposals The Board of Directors recommends a vote FOR all the nominees listed A and FOR Proposals 2 7. 2. To ratify the appointment of Wolf & Company, P.C., as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Independent Auditor Proposal”); 3. To approve an amendment to our Certificate of Incorporation, to decrease the number of authorized shares from 750,500,000 to 250,500,000, and to decrease the number of our common stock from 750,000,000 to 250,000,000, in substantially the form attached to the Proxy Statement as Appendix A (the “Share Decrease Proposal”); 1. To elect two (2) Class II directors to serve until the 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified (the “Director Proposal”); For Against Abstain 4. To approve an amendment to our Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Appendix B, to, at the discretion of our board of directors, effect a reverse stock split with respect to our issued and outstanding common stock, par value $0.0001 per share, at a ratio between 1-for-5 and 1-for-30, with the board of directors having the discretion as to whether or not the reverse stock split is to be effected, with the exact ratio of any reverse stock split (the “Split Ratio”) to be set within the above range as determined by the board of directors in its discretion, and without a corresponding reduction in the total number of authorized shares of common stock (the “Reverse Stock Split Proposal”); 5. To approve an amendment to our Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”), in substantially the form attached to the Proxy Statement as Appendix C, to increase the aggregate number of shares of common stock authorized for grant under the 2021 Plan from 2,168,330 to 8,565,154 (or the quotient obtained by dividing such number by the Split Ratio, if the Reverse Stock Split Proposal is approved and implemented) (the “2021 Plan Amendment Proposal”); 6. To approve an amendment to our Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Appendix D, to limit the liability of certain officers as permitted by Delaware Law (the “Officer Exculpation Amendment Proposal”); 7. To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the Director Proposal, the Independent Auditor Proposal, the Share Decrease Proposal, the Reverse Stock Split Proposal, the 2021 Plan Amendment Proposal or the Officer Exculpations Amendment Proposal (the “Adjournment Proposal”).

For Against Abstain Save paper, time and money! Sign up for electronic delivery at http://www.investorvote.com/ALLR Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at http://www.investorvote.com/ALLR Notice of the Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — July 26, 2024 Thomas H. Jensen and Joan Y. Brown, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Allarity Therapeutics, Inc. to be held on July 26, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR each Class II Director Nominee in Proposal 1, and FOR Proposals 2 through 7. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Allarity Therapeutics, Inc. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The proxy materials are available at: https://www.edocumentview.com/ALLR2024 The Annual Meeting of Stockholders of Allarity Therapeutics, Inc. will be held on Friday, July 26, 2024, at 10:00 a.m., Eastern Time, via live audio webcast at https://meetnow.global/MHULKLQ To access the virtual Annual Meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Annual Meeting Admission Ticket The Annual Meeting of Stockholders of Allarity Therapeutics, Inc. Friday, July 26, 2024, at 10:00 a.m., Eastern Time Virtual Meeting You are cordially invited to attend the virtual Annual Meeting of Stockholders of Allarity Therapeutics, Inc., via the Internet. It is important that your shares are represented at the Annual Meeting. Even if you plan to attend the Annual Meeting live via the Internet, we hope that you will promptly vote and submit your proxy by dating, signing, and returning the enclosed proxy card if you receive a paper proxy card, or vote via the Internet or by telephone. This will not limit your rights to attend or vote during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other agent and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.