0001493152-23-022754 Sample Contracts

6,281,085 Shares MamaMancini’s Holdings, Inc. Common Stock, par value $0.00001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • June 28th, 2023 • MamaMancini's Holdings, Inc. • Sausages & other prepared meat products • New York

The undersigned, MamaMancini’s Holdings, Inc., a Nevada corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of MamaMancini’s Holdings, Inc., the “Company”) and those certain stockholders of the Company, Carl T. Wolf, an individual (“Mr. Wolf”) and the sole trustee of the Wolf 2023 Family Trust (the “Trust” and, together with Mr. Wolf, the “Selling Stockholders”) each hereby confirm their agreement regarding Lake Street Capital Markets, LLC’s (the “Underwriter”) proposal to sell an aggregate of 6,281,085 shares (comprised of up to 3,617,905 shares held directly by Mr. Wolf and 2,663,180 shares held by the Trust) (the “Firm Shares”) of Common Stock, par value $0.00001 per share (the “Common Stock”) of the Company. The Company and the Selling Stockholders have also granted to the Underwriter an option to purchase up to 942,163

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