WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HEALTH INC.Cosmos Health Inc. • December 29th, 2023 • Wholesale-drugs, proprietaries & druggists' sundries
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Stockholder Approval Date (as defined below) but not thereafter (the “Termination Date”, to subscribe for and purchase from COSMOS HEALTH INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), up to 4,874,126 shares of Common Stock, par value $0.001 per share (the “Common Shares”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2022 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February ___, 2022, between Cosmos Holdings Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2022 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of February __, 2022, between the Company and the Purchasers named therein (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2019 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2019, is by and among Cosmos Holdings Inc., a Nevada corporation with offices located at 141 West Jackson Blvd, Suite 4236, Chicago, Illinois 60604 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 25th, 2023 • Cosmos Health Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2023, between Cosmos Health Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2018 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 4, 2018, is by and among Cosmos Holdings Inc., a Nevada corporation with offices located at 141 West Jackson Blvd, Suite 4236, Chicago, Illinois 60604 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
COSMOS HOLDINGS INC. COMMON STOCK SALES AGREEMENTSales Agreement • September 21st, 2022 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
Cosmos Holdings Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCKCosmos Health Inc. • September 27th, 2024 • Wholesale-drugs, proprietaries & druggists' sundries
THIS SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the eighteen (18) month anniversary of the Stockholder Approval Date (as defined below) but not thereafter (the “Termination Date”, to subscribe for and purchase from COSMOS HEALTH INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), up to 4,874,126 shares of Common Stock, par value $0.001 per share (the “Common Shares”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2022 • Cosmos Health Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
These disclosure schedules including the Annexes hereto (these “Schedules”) are being furnished pursuant to the Securities Purchase Agreement dated as of December __, 2022 (the “Agreement”) by and among Cosmos Holdings Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages of the Agreement (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Capitalized terms used in. these Schedules and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2022 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
These disclosure schedules including the Annexes hereto (these “Schedules”) are being furnished pursuant to the Securities Purchase Agreement dated as of October [___], 2022 (the “Agreement”) by and among Cosmos Holdings Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages of the Agreement (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Capitalized terms used in. these Schedules and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
CONSULTING AGREEMENTConsulting Agreement • July 7th, 2010 • Prime Estates & Developments Inc • Real estate
This Consulting Agreement (the "Agreement") made as of July 5, 2010 by and between Mr. Georgios Stylianou ("Consultant"), with address P.O. Box 63608, TK.15237, Philothei, Athens, Greece, and Prime Estates & Developments, Inc., a Nevada corporation ("Company").
ContractCosmos Health Inc. • July 25th, 2023 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Cosmos Health Inc., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of between $5.0 to $10.0 million of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.001 per shares (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement A
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 26th, 2018 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Alabama
This Stock Purchase Agreement (this “Agreement”), dated as of June 23, 2018, is entered into between by and among COSMOFARM LTD, a pharmaceutical wholesalers company based in Irakleous 39, Neos Kosmos, Athens, Greece, with Registration Number: 1767501000, and Tax ID 095537452, (the “Company”), DEEPDAE HOLDING LTD referred to as the “Seller”) and Cosmos Holdings Inc., a Nevada corporation (“Buyer”).
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • July 21st, 2021 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
THIS DEBT EXCHANGE AGREEMENT (the “Agreement”) is entered into as of July 19, 2021, by and between Cosmos Holdings Inc., a Nevada corporation with offices located at 141 West Jackson Blvd, Suite 4236, Chicago, Illinois 60604 (the “Company”), and Grigorios Siokas, a resident of Greece and Chief Executive Officer of Cosmos Holdings Inc. (the “Investor”).
GUARANTY AGREEMENTGuaranty Agreement • October 28th, 2019 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
This Guaranty Agreement (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “Guaranty Agreement”), dated as of October 23, 2019, by and between Grigorios Siokas, with a principal residence at ________________________________ (“Lender”). All capitalized terms used herein and not otherwise defined shall have the meaning set forth in that certain Senior Promissory Note, dated as of the date hereof (the “Note”), by and between the Lender and Cosmos Holdings, Inc. (the “Debtor”).
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • August 10th, 2021 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This DEBT EXCHANGE AGREEMENT (this “Agreement”), dated as of August 4, 2021, is entered into by and among a senior institutional lender (the “Lender” and together with the Company and the Guarantor, the “Parties” and each, a “Party”) and Cosmos Holdings Inc., a Nevada corporation (the “Company”), and SkyPharm S.A, a Greek Société Anonym (the “Subsidiary”), Grigorios Siokas (the “Guarantor”) and
ContractGuaranty Agreement • November 16th, 2020 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
ContractCosmos Holdings Inc. • September 5th, 2018 • Wholesale-drugs, proprietaries & druggists' sundries • New York
ADVISORY AGREEMENTAdvisory Agreement • November 13th, 2020 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nord
This Advisory Agreement (the “Agreement”) is made and entered into as of this 5th day of October 2020 (“Effective Date”) by and between Cosmos Holdings, Inc. (the “Company”), having its principal place of business at 141 West Jackson, Blvd, Suite 4236, Chicago, IL 60604 and PGS Ventures B.V an Amsterdam Corporation (“Advisor”) having its principal place of business at Valkenburgerstraat, 188B, Amsterdam, Nord Holland NC 1011.
ContractStock Purchase Agreement • February 19th, 2019 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
STOCK PURCHASE AGREEMENT dated as of February 18, 2019 (this “Agreement”) between Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, a company organized under the laws of the Cayman Islands (“Seller”) and Cosmos Holdings Inc., a Nevada corporation with offices located at 141 West Jackson Blvd, Suite 4236, Chicago, Illinois 60604 (“Purchaser” or the “Company”).
PRIME ESTATES & DEVELOPMENTS INC. DIRECTOR AGREEMENTDirector Agreement • January 9th, 2013 • Prime Estates & Developments Inc • Real estate • Nevada
This Director Agreement (the "Agreement") is made and entered into as of January 5th, 2013, by and between Prime Estates & Developments Inc, an OTCQB listed company (PMLT), located in 200 South Wacker Drive, Suite 3100, 60606, Chicago, Illinois, ( the "Company"), and Mr. Konstantinos Vassilopoulos, resident of Midlothian, IL 60445, an individual (the "Director").
RIGHTS AGREEMENTRights Agreement • April 25th, 2024 • Cosmos Health Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nevada
RIGHTS AGREEMENT, dated as of April 22, 2024 (this “Agreement”) by and between Cosmos Health Inc., a Nevada corporation (the “Company”), and Globex Transfer, LLC, as rights agent (the “Rights Agent”);
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 19th, 2018 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Ontario
IN CONSIDERATION of the premises and mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties agree with one another as follows:
SHARE PURCHASE AGREEMENTshare Purchase Agreement • August 20th, 2014 • Cosmos Holdings Inc. • Real estate • Nevada
This Share Exchange Agreement (the "Agreement") is made and entered into as of the 19th day of August, 2014, between Amplerissimo Ltd organized under the laws of Cyprus, a wholly owned subsidiary of Cosmos Holdings Inc., a Nevada corporation ("Buyer") and Unilog Logistics S.A., organized under the laws of Greece ("UNILOG") and B2IN S.A. organized under the laws of Greece (B2IN) (collectively “Companies”) and Wilot Limited, organized under the laws of Cyprus ("Seller"), with Buyer, Companies and Seller collectively referred to as “Parties.”.
LOAN AGREEMENTLoan Agreement • January 5th, 2015 • Cosmos Holdings Inc. • Real estate
COSMOS HEALTH INC.Holder Signature • December 29th, 2023 • Cosmos Health Inc. • Wholesale-drugs, proprietaries & druggists' sundries
COSMOS HEALTH INC. (the “Company”) is pleased to offer (this “Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants (the “New Warrants”) to purchase up an aggregate of 4,874,126 shares (the “New Warrant Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), equal to 200% of the 1,915,322 Warrant Shares and 521,740 Warrant Shares issued pursuant to the exercise of Common Stock Purchase Warrants, currently held by you and issued to you on July 21, 2023 and December 21, 2022, respectively (collectively, “Existing Warrants”), as more particularly set forth on the signature page hereto, in consideration for exercising for cash any or all such Existing Warrants at an exercise price of $ 1.45. The issuance, or resale, of shares of Common Stock underlying the Existing Warrants have been registered pursuant to an effective registration statement (File Nos. 333-274093 and 333-269289). The shares of Common Stock underlying the Existing
CONSULTING AGREEMENTConsulting Agreement • April 8th, 2021 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Consulting Agreement (this “Agreement”) is made, effective as of the 5th day of February 2021 by Cosmos Holdings, Inc., with an office located at 141 West Jackson Blvd, Suite 4236, Chicago, IL 60604 (the “Company” or “COSM”) and _________________________(the “Consultant”). This Agreement memorializes what the Parties agreed to as of February 5, 2021.
ContractCosmos Holdings Inc. • September 5th, 2018 • Wholesale-drugs, proprietaries & druggists' sundries • New York
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 31st, 2018 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual provisions and covenants herein and in the Agreement, the parties hereby agree as follows:
THIRD FORBEARANCE AND AMENDMENT AGREEMENTThird Forbearance and Amendment Agreement • June 21st, 2021 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Third Forbearance and Amendment Agreement (“Agreement”) is made and entered into this 18th day of June, 2021, by and between, Hudson Bay Master Fund Ltd (the “Investor”) and Cosmos Holdings Inc., a Nevada corporation with offices located at 141 West Jackson Blvd, Suite 4236, Chicago, Illinois 60604 (the “Company”) (collectively, the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • July 7th, 2010 • Prime Estates & Developments Inc • Real estate
This Consulting Agreement (the "Agreement") made as of July 5, 2010 by and between Mrs. Maria Kamoudi ("Consultant"), resident at Sofokleous 2B, TK.14671, Politeia, Athens, Greece, and Prime Estates & Developments, Inc., a Nevada corporation ("Company").
AMENDMENTAgreement • December 21st, 2018 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This agreement (the “Amendment”), dated as of December 19, 2018, is entered into between, by and among COSMOFARM LTD., a pharmaceutical wholesalers company based in Irakleous 39, Neos Kosmos, Athens, Greece, with Registration Number: 1767501000, and Tax ID 095537452 (the “Company”), DEEPDAE HOLDING LTD. (referred to as the “Seller”) and Cosmos Holdings Inc., a Nevada corporation (the “Buyer”) (collectively, the “Parties” and each individually, a “Party”).
SHARE EXCHANGE AGREEMENTshare Exchange Agreement • April 25th, 2013 • Prime Estates & Developments Inc • Real estate • Nevada
This Share Exchange Agreement (the "Agreement") is made and entered into as of the 22nd day of April, 2013, between Prime Estates & Developments, Inc., a Nevada corporation ("Buyer") and Greenbase Ltd, organized under the laws of Cyprus ("Company") and Dimitrios Goulielmos and Evangelia Theocharidou (individually a “Seller” and jointly “Sellers”).
Dated 13 September 2016 SKY PHARM S.A. AS BORROWER AND GRIGORIOS SIOKAS AS GUARANTOR AND SYNTHESIS PEER-TO-PEER INCOME FUND AS LENDER FIRST DEED OF AMENDMENT relating to the Loan Agreement dated 4 August 2016Cosmos Holdings Inc. • September 16th, 2016 • Real estate • England
SECOND FORBEARANCE AND AMENDMENT AGREEMENTSecond Forbearance and Amendment Agreement • September 24th, 2020 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Second Forbearance and Amendment Agreement (“Agreement”) is made and entered into this 23rd day of September, 2020, by and between, Hudson Bay Master Fund Ltd (the “Investor”) and Cosmos Holdings Inc., a Nevada corporation with offices located at 141 West Jackson Blvd, Suite 4236, Chicago, Illinois 60604 (the “Company”) (collectively, the “Parties”).
