REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 8, 2022, Smart for Life, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 8, 2022 between Smart for Life, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT smart for life, inc.Common Stock Purchase Agreement • December 9th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Anson East Master Fund LP 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 August 14, 2022 (the “Initial Exercise Date”) and on or prior to August 14, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Delaware corporation (the “Company”), up to 10,044,143 shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT smart for life, inc.Pre-Funded Common Stock Agreement • December 9th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Anson East Master Fund LP 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 date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Delaware corporation (the “Company”), up to 71,664 shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
ContractCommon Stock Purchase Warrant • December 9th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
DEBENTURE PRE-FUNDED COMMON STOCK PURCHASE WARRANT smart for life, inc.Debenture Agreement • December 9th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS DEBENTURE PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Sabby Volatility Warrant 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 date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Delaware corporation (the “Company”), up to 1,180,447 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. On each of the following (i) the Reverse Stock Split Date, (ii) the date that Shareholder Approval (as defined in Section 5) is obtained and deemed effective and (iii) the Effective Date (each, a “Reset Date”), if the lowest VWAP during the 5 consecutive Trading Days commencing on the Reset Date (the “Market Price”) (provided if the any of the above events is effective after cl
