WARRANTS OF SMART FOR LIFE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
The undersigned, Smart for Life, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Dawson James Securities, Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT AGENT AGREEMENTWarrant Agreement • January 21st, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
¨ if permitted the cancellation of such number of Series B Warrant Shares as is necessary, in accordance with the formula set forth in Section 3.3.6 of the Warrant Agreement (as defined in the Warrant Certificate), to exercise this Series B Warrant with respect to the maximum number of Series B Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 3.3.6 of the Warrant Agreement.
Smart for Life, Inc.Smart for Life, Inc. • January 21st, 2022 • Medicinal chemicals & botanical products
Smart for Life, Inc., formerly Bonne Santé Group, Inc. (the “Company”), has entered into Future Equity Agreements with you and Ionic Ventures, LLC (the “Purchasers”), dated March 6, 2018 and May 14, 2018, respectively, both of which were amended on March 8, 2019 and February 5, 2020 (these agreements may be referred to as “transaction documents,” each a transaction document”), pursuant to which the Company has agreed to issue shares of its common stock to the Purchasers upon closing of its initial public offering (the “IPO”) as described therein based on the price per share at which common stock is sold in the IPO (the “IPO Price”). We understand that you have agreed that the IPO Price shall not be less than $4.00 per share. We have also agreed that Section 3 of the transaction documents, which addresses restrictions on resale at the IPO is also superseded by this side letter and is of no longer of any force or effect. We have agreed that this side letter will be considered a transacti
