WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HEALTH INC.Warrant Agreement • December 29th, 2023 • Cosmos Health Inc. • Wholesale-drugs, proprietaries & druggists' sundries
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, Armistice Capital 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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Stockholder Approval Date (as defined below) but not thereafter (the “Termination Date”, to subscribe for and purchase from COSMOS HEALTH INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), up to 4,874,126 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).
COSMOS HEALTH INC.Warrant Exchange Agreement • December 29th, 2023 • Cosmos Health Inc. • Wholesale-drugs, proprietaries & druggists' sundries
COSMOS HEALTH INC. (the “Company”) is pleased to offer (this “Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants (the “New Warrants”) to purchase up an aggregate of 4,874,126 shares (the “New Warrant Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), equal to 200% of the 1,915,322 Warrant Shares and 521,740 Warrant Shares issued pursuant to the exercise of Common Stock Purchase Warrants, currently held by you and issued to you on July 21, 2023 and December 21, 2022, respectively (collectively, “Existing Warrants”), as more particularly set forth on the signature page hereto, in consideration for exercising for cash any or all such Existing Warrants at an exercise price of $ 1.45. The issuance, or resale, of shares of Common Stock underlying the Existing Warrants have been registered pursuant to an effective registration statement (File Nos. 333-274093 and 333-269289). The shares of Common Stock underlying the Existing
