EDIBLE GARDEN AG INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2022 • Edible Garden AG Inc • Agricultural production-crops • New York
The undersigned, Edible Garden AG Incorporated, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of 2,930,000 units (the “Firm Units” or “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional 439,500 Option Shares (as defined herein and collectively with the shares of Common Stock underlying the Firm Units, the “Shares”), and/or up to an additional 439,500 Option Warrants (as defined herein and collectively with warrants underlying the Firm Units, the “Warrants”). Each Unit consists of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one Warrant. Each Warrant entitles the holder to purch
EDIBLE GARDEN AG INCORPORATED and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of May 9, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • May 10th, 2022 • Edible Garden AG Inc • Agricultural production-crops • New York
WARRANT AGENCY AGREEMENT, dated as of May 9, 2022 (“Agreement”), between EDIBLE GARDEN AG INCORPORATED, a corporation organized under the laws of the State of Delaware (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATEDEdible Garden AG Inc • May 10th, 2022 • Agricultural production-crops
THIS 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 November 5, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 4, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Edible Garden AG Incorporated, a Delaware corporation (the “Company”), up to [__] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). 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).
