EDIBLE GARDEN AG INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2023 • 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 1,619,000 units (the “Firm Units”) and an aggregate of 0 pre-funded units (“Pre-Funded Units” and together with the Firm Units, the “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional 242,850 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 242,850 Option Warrants (as defined herein and collectively with warrants underlying the Units, the “Warrants”). Each Firm Unit consists of one share of the Company’s common stock, par value $0
COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATEDEdible Garden AG Inc • February 8th, 2023 • Agricultural production-crops • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, _____ 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 February 7, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 7, 2028 (the “Termination Date”) but not thereafter, to 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 price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to e
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 8th, 2023 • Edible Garden AG Inc • Agricultural production-crops
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of February 7, 2023 (the “Issuance Date”) between Edible Garden AG Incorporated, a company incorporated under the laws of the State of Delaware (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
