FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2024 • Cosmos Health Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HEALTH INC.Warrant Agreement • December 18th, 2024 • Cosmos Health Inc. • 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 ________, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ___________ (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).
ContractPlacement Agency Agreement • December 18th, 2024 • Cosmos Health Inc. • 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 [$10.0 to $12.0] 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 Placemen
