1,440,000 SERIES B WARRANTS SMART FOR LIFE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 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 • February 23rd, 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.
