FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HEALTH INC.Cosmos Health Inc. • July 25th, 2023 • Wholesale-drugs, proprietaries & druggists' sundries
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “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 January 21, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 21, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from COSMOS HEALTH INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), up to __________ shares of Common Stock, par value $0.001 per share (the “Common Shares”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 25th, 2023 • Cosmos Health Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2023, between Cosmos Health 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”).
ContractCosmos Health Inc. • July 25th, 2023 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Cosmos Health Inc., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of between $5.0 to $10.0 million of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.001 per shares (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement A
INVESTOR AGREEMENTInvestor Agreement • July 25th, 2023 • Cosmos Health Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This agreement (the “Investor Agreement”) is being delivered to you in connection with an understanding by and between Cosmos Health Inc., a Nevada corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 25th, 2023 • Cosmos Health Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of July 21, 2023, by and between Cosmos Health Inc., a Nevada corporation (the “Company”), and ___________________________ (the “Holder”).
