North Market Street P.O. Box 951 Wilmington, DE 19801- 0951 302 984 6000 www.potteranderson.com Michael A. Pittenger mpittenger@potteranderson.com 302 984-6136 Direct Phone 302 778-6136 Fax

behalf of my client, AIM ImmunoTech Inc., a Delaware corporation (the "Company" or "AIM"),

I am writing in response to the letter from Ted D. Kellner, dated as of August 4, 2023 (the "Notice"), purporting

to serve as notice to the Company of Mr. Kellner's intent to nominate himself, Todd Deutsch and Robert L. Chioini as nominees to

be elected to the Company's board of directors (the "Board") at the Company's 2023 annual meeting

of stockholders (the "2023 Annual Meeting"). Capitalized terms used but not otherwise defined herein shall

have the meanings ascribed to such terms in the Bylaws (as defined below) or, as applicable, the Company's Directors and Officers

Questionnaire in the form furnished to Mr. Kellner on July 31, 2023 (the "Questionnaire").

1.4 of the Company's Restated and Amended Bylaws (the "Bylaws" and such Section 1.4, the "Advance

Notice Bylaw") sets forth the requirements for nominating persons for election to the Board at a duly held meeting of stockholders

of the Company. No stockholder may nominate persons for election to the Board absent compliance with such provisions.

described in detail in this letter, the Notice does not satisfy the requirements of the Advance Notice Bylaw in numerous respects. Among

other things, the Notice fails to describe certain agreements, arrangements and understandings ("AAUs") accurately

and completely - or omits disclosure of AAUs - required to be disclosed and described under the Advance Notice Bylaws with

respect to the purported nominations and the attempted nominations in 2022. In addition, the Notice omits information or includes materially

false information regarding nominee qualifications and experience and in numerous cases fails to provide material information required

by the Advance Notice Bylaw, including, without limitation, regarding certain Stockholder Associated Persons, ownership information,

dates of first contact with Stockholder Nominees, line-item requirements under the federal proxy rules, and Schedule 13D information

regarding Stockholder Associated Persons.

Notice Fails to Provide a Complete and Accurate Description of All Agreements, Arrangements or Understandings Required to be Disclosed

Under the Advance Notice Bylaw

Notice fails to provide a complete and accurate description of all AAUs with respect to Mr. Kellner's purported nominations and

the Company (or prior efforts to nominate) that are required to be disclosed under the Bylaws.

1.4(c)(1)(D) of the Bylaws requires that the Notice include "a complete and accurate description of all agreements, arrangements

or understandings (whether written or oral, and including promises) between or among any two or more of any Holder, any Stockholder Associated

Person (as such terms Holder' and Stockholder Associated Person' are defined in this Section 1.4), any Stockholder

Nominee, any immediate family member of such Stockholder Nominee, any Affiliate or Associate of such Stockholder Nominee, any person

or entity acting in concert with any of the foregoing persons or entities with respect to the nominations or the Corporation (including

the full legal name (and any alias names) of any such person or entity acting in concert), and/or any other person or entity (including

the full legal name (and any alias names) of any such person or entity), existing presently or existing during the prior twenty-four

(24) months relating to or in connection with the nomination of any Stockholder Nominee or any other person or persons for election or

re-election as a director of the Corporation, or pursuant to which any such nomination or nominations are being made, or relating to

or in connection with the funding or financing of any nomination or nominations of any person or persons (including, without limitation,

any Stockholder Nominee) for election or re-election to the Board of Directors, including, without limitation, the funding or financing

of any proxy solicitation or litigation relating to such nomination or nominations".

1.4(c)(1)(E) of the Bylaws requires that the Notice include "(i) a complete and accurate description of all agreements, arrangements

or understandings (whether written or oral, and including promises) between or among each Holder and/or any Stockholder Associated Person

(as such terms Holder' and Stockholder Associated Person' are defined in this Section 1.4), on the one hand,

and any Stockholder Nominee, on the other hand, (x) to consult or advise on any investment or potential investment in a publicly listed

company (including the Corporation), and/or (y) to nominate, submit, or otherwise recommend the Stockholder Nominee for appointment,

election or re-election (or, for the avoidance of doubt, as a candidate for appointment, election or re-election) to any officer, executive

officer or director role of any publicly listed company (including the Corporation), in each case, during the past ten (10) years; and

(ii) a complete and accurate description of the outcome of any situations described pursuant to the foregoing clause (i)".

1.4(c)(1)(J) of the Bylaws requires that the Notice include "a complete and accurate description of all direct and indirect compensation

and other monetary or non-monetary agreements, arrangements or understandings (whether written or oral) existing presently, that existed

during the past three (3) years or that were offered during the past three (3) years (whether accepted or declined), and any other material

relationships, between or among any Holder or any Stockholder Associated Person, on the one hand, and the Stockholder Nominee, any member

of the immediate family of such Stockholder Nominee, and/or the Stockholder Nominee's respective Affiliates and Associates, on

the other hand (including the full legal names (and any alias names) of such persons) and all biographical, related party transaction

and other information that would be required to be disclosed pursuant to the federal and state securities laws, including Rule 404 promulgated

under Regulation S-K ( Regulation S-K') under the Securities Act of 1933 (the Securities Act') (or any successor

provision), if any Holder or any Stockholder Associated Person were the registrant' for purposes of such rule and such Stockholder

Nominee were a director or executive officer of such registrant."

1.4(i)(6) of the Bylaws defines "Holder" as "the Noticing Stockholder [(i.e., Mr. Kellner)] and each beneficial

owner [(e.g., Mr. Deutsch)], if any, on whose behalf the nomination is made or other business is being proposed." Section

1.4(i)(8) defines "Stockholder Associated Person," in relation to any Holder, as "(i) any person acting in concert

with such Holder with respect to the Stockholder Proposal or the Corporation, (ii) any person controlling, controlled by, or under common

control with such Holder or any of their respective Affiliates and Associates, or a person acting in concert therewith with respect to

the Stockholder Proposal or the Corporation, and (iii) any member of the immediate family of such Holder or an Affiliate or Associate

of such Holder." It also defines the terms "Affiliate" and "Associate" as having the meanings attributed

to them under Rule 12b-2 of the Securities and Exchange Act of 1934 (as amended, the "Exchange Act").

Regarding the 2022 Annual Meeting

Notice omits disclosures and contains misleading and incomplete disclosures about Mr. Chioini's AAUs with several persons who acted

in concert with him (as well as with Messrs. Kellner and Deutsch) and who are Stockholder Associated Persons (e.g., Jonathan Jorgl,

Franz Tudor, Michael Xirinachs, Paul Tusa, River Rock Advisors LLC ("River Rock")) relating to Mr. Jorgl's

attempted nominations of Messrs. Chioini and Rice in 2022, and therefore fails to satisfy the requirements of Section 1.4(c)(1)(D), Section

1.4(c)(1)(E) and Section 1.4(c)(1)(J) of the Bylaws. As the Delaware Court of Chancery explained in its October 28, 2022 opinion denying

Mr. Jorgl's motion for a preliminary injunction, the discovery in the 2022 litigation confirmed that "a web of individuals

had worked together to bring Jorgl's nomination forward." Jorgl v. AIM ImmunoTech Inc., 2022 WL 16543834, at *1 (Del.

Ch. Oct. 28, 2022). Mr. Chioini had AAUs with Messrs. Jorgl, Tudor, Xirinachs, Tusa, and Mr. Tusa's entity River Rock, among others,

to, among other things, conceal the significant involvement of Messrs. Tudor and Xirinachs in the 2022 nomination efforts, including

(x) Mr. Tudor's significant role in initiating, planning,1 and developing legal strategies for the nomination process,

selecting the nominees, searching for and identifying stockholders to be the "face" of the nominations, and otherwise coordinating

with Messrs. Chioini and Xirinachs in relation to the nomination efforts, and (y) Mr. Xirinachs' significant role in planning and

developing legal strategies for the nomination process,2 conspiring with Messrs. Chioini, Tudor, and Rice on plans for AIM

if the nominations were successful, promising to finance the nominations and related litigation, and holding out Mr. Tusa and River Rock

as the named funding source to conceal Mr. Xirinachs' involvement and his funding commitment, even though there was never an intent

(or ability) for Mr. Tusa and River Rock to provide the financing. As the Court of Chancery found, "it appears that Tudor and Xirinachs

were working with Chioini and others to devise legal strategies and formulate a plan for the proxy contest. They engaged in advance planning

towards a common end: to find an AIM stockholder who would transfer shares into record name and serve as the face' of their

nomination. That stockholder was Jorgl." Jorgl, 2022 WL 16543834 at *13. The Court also explained that the actions of Mr.

Tudor and Mr. Xirinachs "appear purposefully directed toward a shared goal of taking control of the Board." Id. The

conspirators also had an AAU to structure the enterprise to involve different cells of individuals, with only certain participants in

each cell communicating with participants in other cells, in a further effort to conceal the involvement of Messrs. Tudor, Xirinachs,

Kellner, Deutsch, and others in the nominations and to attempt to justify Mr. Jorgl's feigned ignorance of certain information

required to be disclosed in his nomination notice (the "Cell Structure AAU"). See, e.g., id.

at *1 ("a web of individuals had worked together to bring Jorgl's nomination forward.").

See, e.g., id. at *13 ("Tudor launched the effort in the spring, leading to Lautz's nomination

of Chioini and Ring. When that failed, Tudor tried again. Chioini put Tudor in touch with Rice as a possible nominee, and Rice asked

Jorgl to become a stockholder and serve as the nominator. Tudor went dark around the time Jorgl entered the picture in late June, though

Kellner's contemporaneous notes the day after the Notice was submitted make clear that Tudor maintained some involvement.");

id. at *7 ("Kellner's handwritten notes of the call state: Franz [Tudor] submitted 2 new directors on Friday

July 8th: 1. Mike Rice 2. Rob Chioini.' Jorgl's nomination was not yet public.").

See, e.g., id. at *13 ("Behind the scenes, Xirinachs was working with counsel and Chioini to put the

AIM process in[to] full swing.'").

of these AAUs are not mentioned or acknowledged at all in the Notice. As to those that are mentioned or alluded to, the Notice provides

information that is, at best, misleading. For example, it contains false and misleading statements about when Mr. Xirinachs first had

AAUs regarding the nominations with Messrs. Chioini, Tudor, and others, claiming he only reached an AAU with any other party shortly