0001213900-23-036655 Sample Contracts

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SMART FOR LIFE, INC.
Smart for Life, Inc. • May 5th, 2023 • Medicinal chemicals & botanical products

THIS PLACEMENT AGENT 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 2, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Nevada corporation (the “Company”), up to ________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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of January 16, 2023.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 5th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 2, 2023, between Smart for Life, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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