PRE-FUNDED COMMON STOCK PURCHASE WARRANT KASPIEN HOLDINGS INC.Kaspien Holdings Inc. • July 14th, 2022 • Retail-record & prerecorded tape stores
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________________________ 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 July [13], 2022 (the “Issue Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kaspien Holdings Inc., a New York corporation (the “Company”), up to ______________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2022 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 12, 2022, between Kaspien Holdings Inc., a New York 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 • July 14th, 2022 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser with respect to the issuance of “restricted securities” (the “Purchase Agreement”).
AEGIS CAPITAL CORP.Kaspien Holdings Inc. • July 14th, 2022 • Retail-record & prerecorded tape stores • New York
The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Kaspien Holdings Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its common stock (the “Securities”). This engagement letter sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
LOCK-UP AGREEMENTLock-Up Agreement • July 14th, 2022 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • New York
Re: Securities Purchase Agreement, dated as of _____________, 2022 (the “Purchase Agreement”), between Kaspien Holdings, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
