0001104659-22-073043 Sample Contracts

PARTICIPATING DEALER AGREEMENT For Shares in SMART RX SYSTEMS, INC.
Participating Dealer Agreement • June 21st, 2022 • Smart Rx Systems Inc • Retail-drug stores and proprietary stores • Florida

Smart Rx Systems, Inc., a Florida corporation (the “Company”), proposes to issue and sell 4,500,000 shares of Series REG A Non-Voting Cumulative Convertible Secured preferred stock (the “Series REG A”) and 500,000 shares of Class REG A Super-Voting Preemptive Rights Convertible common stock at par value $0.0001 per share (the “Class REG A”) to investors deemed acceptable to the Company (the “Investors”) in a public offering pursuant to Regulation A Tier II (the “Offering”) for a total offering amount of $50,000,000.00 (the “Offering Amount”). Together, the Series REG A Shares and the Class REG A Shares shall be referred to as the “REG A Shares.” The minimum purchase by any one Investor shall be 900 shares of Series REG A shares in conjunction with 100 shares of Class REG A shares, which equals an aggregate amount of $10,000. Each individual investment shall maintain a 9:1 ratio between Series REG A shares and Class REG A Shares, which can be waived by the Company under certain circumst

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