8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 28, 2023

Cosmos Health Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-54436	27-0611758
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois	60604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (312) 865-0026

Cosmos Holdings Inc.

(Former name or former address, if changed since last report.)

Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Stock, $.001 par value	COSM	Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 28, 2023, Cosmos Health Inc. (the “Company”) was issued a five-year secured promissory note (the “Note”) in the principal amount of 4,100,000.00 EUR by Cana Laboratories Holdings (Cyprus) Limited, a corporation organized under the laws of the Republic of Cyprus (“Cana Holdings”). The Note bears interest at 5% plus 1 month LIBOR per annum and will be used by Cana Holdings to cover specified obligations. Cana Holdings and its wholly-owned subsidiary, Pharmaceutical Laboratories Cana S.A., a corporation organized under the laws of Greece (“Cana Pharmaceutical”) are prohibited from using the proceeds of the Note for any capitalization or debt repayment without the Company’s prior written consent. The principal amount and all accrued interest and other fees are due upon maturity and may not be prepaid in whole or in part, except as provided therein. The Note is a senior secured obligation of Cana Holdings with first priority on all current and future indebtedness of Cana Holdings and its subsidiaries. A breach or default under any other financial instrument by Cana Holdings or Cana Pharmaceutical that results in a Material Adverse Effect shall, at the Company’s option, be declared a default under this Note.

The Note is secured by: (a) a share pledge agreement of same date over all of the issued and outstanding shares of Cana Pharmaceutical held by Cana Holdings; and (b) a share pledge agreement of same date over all of the issued and outstanding shares of Cana Holdings held by the two shareholders of Cana Holdings, Konstantinos-Gaston Kanaroglou and Konstantina-Mathilde Kanaroglou (the “Cana Shareholders”).

Issuance of the Note and the two share pledges completes the first of two transactions contemplated by the Binding Letter of Intent concluded by the Company, Cana Holdings, Cana Pharmaceutical and the Cana Shareholders, dated July 19, 2022, and amended on January 10, 2023 (the “LOI”). The second transaction contemplated by the LOI is the acquisition of all of the outstanding shares of Cana Holdings by the Company pursuant to a stock purchase agreement to be concluded no later than March 31, 2023.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set for under Item 1.01 above is incorporated by reference herein.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits 

Number
10.1	Secured Promissory Note dated February 28, 2023 issued by Cana Laboratories Holdings (Cyprus) Limited.
10.2	Cana Holdings Share Pledge Agreement dated as of February 28, 2023.
10.3	Cana Pharmaceutical Share Pledge Agreement dated as of February 28, 2023.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COSMOS HEALTH INC.
Date: March 6, 2023	By:	/s/ Georgios Terzis
		Georgios Terzis
		Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

SECURED PROMISSORY NOTE

 Principal Amount: € 4,100,000.00   Issue Date: February 28, 2023

For value received, Cana Laboratories Holding (Cyprus) Limited, a corporation organized under the laws of the Republic of Cyprus (the “Borrower”), hereby promises to pay to the order of Cosmos Health, Inc., a corporation organized under the laws of the state of Nevada (the “Holder”) the principal sum of Four Million One Hundred Thousand Euros (€4,100,000.00 ) (the “Principal Amount”), together with interest on the Principal Amount on the Maturity Date as set forth below (as may be amended, extended, renewed and refinanced, collectively, this “Note”).

The Principal Amount under this Note shall be disbursed to the Borrower subject to the Borrower having provided confirmation to the satisfaction of the Holder that Borrower has acquired 100% of the outstanding (namely 763.516) common shares of Pharmaceutical Laboratories Cana S.A., a company organized under the laws of Greece (the “Company”) from the prior owners of the Company. The Company hereby agrees to undertake certain covenants and obligations as set out in this Note, and agrees to be bound as a party under this Note solely in respect of such covenants and obligations as stated herein.

Subject to the previous paragraph the Principal Amount under this Note shall be disbursed to the Borrower 5 working days after the Issue Date. Disbursement shall be by wire transfer to the Borrower’s bank account as follows:

Bank:

IBAN:      [INTENTIONALLY LEFT BLANK]

SWIFT:

Alternative Bank Details:

Name:

Bank:      [INTENTIONALLY LEFT BLANK]

IBAN:

SWIFT:

Interest on this Principal Amount under this Note shall accrue at a rate equal to Five Percent (5%) plus 1 month LIBOR per annum (the “Interest Rate”). In no event shall the Interest Rate exceed the maximum rate allowed by law; any interest payment which would for any reason be unlawful under applicable law shall not be applied to the Principal Amount.

The maturity date (“Maturity Date”) of this Note shall be five (5) years from the Issue Date noted above (the “Note Term”). The Principal Amount, as well as all accrued interest and other fees shall be due and payable on the Maturity Date. Subject to Section 4.8 below, this Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein.

Any amount of Principal Amount, interest or other amounts due hereunder, which is not paid by the Maturity Date shall bear interest at the lesser of the rate of 7,5% per annum or the maximum legal amount permitted by law (“Default Interest Rate”), from the due date thereof until the same is paid in full, including following the entry of a judgment in favor of Holder (“Default Interest”).

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All payments due hereunder shall be paid by automatic debit, wire transfer, check or in coin or currency which, at the time or times of payment, is the legal tender for public and private debts in the United States of America and shall be made at such place as Holder or the legal holder or holders of the Note may from time to time appoint in a payment invoice or otherwise in writing and, in the absence of such appointment, then at the offices of Holder at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest, then to any late charges, and then to the Principal Amount. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, interest shall continue to accrue during such extension. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Nevada and Cyprus are authorized or required by law or executive order to remain closed.

It is further acknowledged and agreed that the Principal Amount owed by Borrower under this Note shall be increased by the amount of all reasonable expenses incurred by the Holder in connection with the collection of amounts due, or enforcement of any terms pursuant to, this Note. All such expenses shall be deemed added to the Principal Amount hereunder to the extent such expenses are paid or incurred by the Holder.

This Note shall be a senior secured obligation of the Borrower, with first priority over all current and future Indebtedness (as defined below) of the Borrower and any subsidiaries (including the Company), whether such subsidiaries exist on the Issue Date or are created or acquired thereafter (each a “Subsidiary” and collectively, the “Subsidiaries”).

The obligations of the Borrower under this Note are secured in favor of the Holder pursuant to the terms of: (a) a share pledge agreement, of even date herewith (the “Cana Holdings Share Pledge Agreement”), over all of the issued and outstanding shares of the Borrower by and among the Holder and the Borrower’s owners (the “Borrower Owners”) and (b) a share pledge agreement, of even date over all of the issued and outstanding common shares of the Company (the “Cana Pharmaceutical Share Pledge Agreement” and, together with the Cana Holdings Share Pledge Agreement, the “Pledge Agreements”), with the terms of both Pledge Agreements attached hereto as Exhibit A and Exhibit B, and made part of this Note. With respect to any Subsidiary created or acquired subsequent to the Issue Date, Borrower agrees to cause such Subsidiary to execute any documents or agreements that would bind the Subsidiary to the terms herein and in the Pledge Agreements.

As an inducement for the provision of the Principal Amount under this Note, the Company agrees to be bound by certain provisions and covenants of the Share Pledge Agreements as stated therein.

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of Borrower and will not impose personal liability upon the Holder thereof.

In addition to the terms above, the following terms shall also apply to this Note:

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ARTICLE I. REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower and Company jointly and severally represent and warrant to the Holder that the following statements are true and correct on Issue Date and as of the Maturity Date:

1.1 Organization; Authority; No Conflicts or Consents. Borrower is a corporation duly incorporated, existing and in good standing under the laws of the Republic of Cyprus. Company is a corporation duly incorporated, existing and in good standing under the laws of Greece. The execution, delivery, and performance of this Note and the Pledge Agreements to which Borrower or Borrower Owners (as the case may be) and Company are parties have been duly authorized by Borrower and/or each of the Borrower Owners and the Company and (a) do not and will not violate, conflict with or result in breach of any organizational documents or other contract or agreement of Borrower or Borrower Owners or the Company or (b) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with, any governmental authority or other person except as may be required under applicable law to record or register the priority of any security created under the Pledge Agreements.

1.2 Enforceability of Note. This Note has been duly executed and delivered by Borrower and Company, enforceable against Borrower and Company in accordance with its terms.

1.3 Enforceability of Pledge Agreements. The Pledge Agreements, in form as Exhibit A and Exhibit B attached hereto, are valid and enforceable under the laws of the Republic of Cyprus and of the laws of Greece (as the case may be) and, when registered, filed or recorded with the appropriate agency and/or pledge registry of the Republic of Cyprus and of Greece (as the case may be) shall constitute first priority and senior liens and encumbrances over all of the collateral pledged thereunder.

1.4 Title to Collateral. The Borrower and the Borrower Owners, as the case may be, are sole and exclusive legal and equitable owners of all rights, title and interest in, and have good, valid and marketable title to, all assets, properties and rights pledged under the Pledge Agreements, free of any liens, claims, interests third party rights, rights of set off, restrictions on use, pledges or other restrictions or encumbrances.

1.5 Ranking and Security. So long as the Borrower shall hold any obligation under this Note, its obligations hereunder shall rank senior to any other indebtedness, and securities created under the Pledge Agreements shall rank senior to any other rights, liens, encumbrances or other obligations of the Borrower and the Borrower Owners as the case may be.

ARTICLE II. CERTAIN COVENANTS AND POST CLOSING OBLIGATIONS

2.1 Restrictions on New Shares. So long as the Borrower shall have any obligation under this Note, the Borrower and the Company shall not without the Holder’s written consent issue any new shares, convertible notes or bonds or any other securities or enter into any transaction that would result in the issuance of any new shares, convertible notes or bonds or any other securities.

2.2 Restrictions on Certain Transactions. So long as the Borrower shall have any obligation under this Note and unless approved in writing by the Holder (which such approval not to be unreasonably withheld), the Borrower and the Company shall not directly or indirectly: (a) change the nature of its business or the Company’s business; (b) sell, divest, change the structure of any material assets of the Borrower, the Company or any Subsidiary other than in the ordinary course of business.

2.3 Use of Proceeds. [Intentionally left blank]

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ARTICLE III. EVENTS OF DEFAULT

3.1 Events of Default. It shall be considered an event of default hereunder if any of the following events listed in this Article III (each, an “Event of Default”) shall occur:

3.1.1 Failure to Pay Principal Amount or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note, whether at Maturity, upon acceleration or otherwise. A three (3) day cure period shall apply for failure to make a payment when due.

3.1.2 Breach of Covenants. Borrower, Company or the Borrower’s Owners, as the case may be, breaches any material covenant, post-closing obligation or other material term or condition contained in this Note or in the Pledge Agreements, and breach continues for a period of ten (10) days.

3.1.3 Breach of Representations and Warranties. Any representation or warranty of the Borrower or Company made herein or in any agreement, statement or certificate given pursuant hereto or in connection herewith, shall be false or misleading in any material respect when made and the breach of which has an effect on the rights of the Holder with respect to this Note and the Pledge Agreements.

3.1.4 Receiver or Trustee. Borrower, Company or any subsidiary of Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.1.5 Judgments or Settlements. (i) Any money judgment, writ or similar process shall be entered or filed against Borrower, Company or any Subsidiary of Borrower or any of its property or other assets for more than $25,000, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days unless otherwise consented to by the Holder; or (ii) the settlement of any claim or litigation, creating an obligation on the Borrower or Company in amount over $50,000.

3.1.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against Borrower, Company or any subsidiary of Borrower. With respect to any such proceedings that are involuntary, Borrower and Company shall have a 45 day cure period in which to have such involuntary proceedings dismissed.

3.1.7 Change of Control. Any Change of Control of the Borrower or Company, or the dissolution, liquidation, or winding up of Borrower or Company or any substantial portion of their respective business. As used herein, a “Change of Control” shall be deemed to occur upon the consummation of any of the following events: (a) any person or persons other than Borrower’s Owners shall beneficially own, directly or indirectly, at least 50% of the total voting power of all classes of capital stock of the Borrower entitled to vote generally in the election of its board; (b) any person or persons other than Borrower shall beneficially own, directly or indirectly, at least 50% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of its Board; (c) the sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the assets of the Borrower or Company pursuant to an agreement (or agreements) which has (have) been approved by the shareholders of the Borrower or of the Company except any sale to Holder; or (d) the appointment of a new chief executive officer or board of the Borrower or Company not agreed in writing with Holder.

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3.1.8 Cessation of Operations. Any cessation of operations by the Borrower or Company, or the Borrower or Company admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s or Company’s ability to continue as a “going concern” shall not be an admission that the Borrower or Company cannot pay its debts as they become due.

3.1.9 Maintenance of Assets. The failure by Borrower or Company to maintain any intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future), to the extent that such failure would result in a material adverse condition or material adverse change in or affecting the business operations, properties or financial condition of Borrower, the Company or any of its subsidiaries (a “Material Adverse Effect”).

3.1.10 Failure to Execute Pledge Agreements. The failure of the Borrower, Company or the Borrower’s Owners (as the case may be) to execute any of the Pledge Agreements or any necessary or appropriate amendments to same as required by the Holder or applicable law.

3.1.11 Illegality. Any court of competent jurisdiction issues an order declaring this Note, any of the Pledge Agreements or any provision hereunder or thereunder to be illegal, as long as such declaration was not the result of an act of negligence by the Holder, exclusive of the execution of the Pledge Agreements or the transactions and acts contemplated herein.

3.1.12 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the Pledge Agreements, a breach or default by the Borrower or Company of any covenant or other term or condition contained in any other financial instrument (the “Other Agreement”), after the passage of all applicable notice and cure or grace periods, that results in a Material Adverse Effect shall, at the option of the Holder, be considered a default under this Note, in which event the Holder shall be entitled to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under said Other Agreement or hereunder.

3.1.13 (a) Any material provision of either of the Pledge Agreements shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Borrower, Company or any Borrower Owners, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Borrower, Company, or any Subsidiary or any Borrower Owners or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Borrower, Company or any Subsidiary or any Borrower Owners shall deny in writing that it has any liability or obligation purported to be created under the Pledge Agreements; (b) either of the Pledge Agreements, after delivery thereof pursuant hereto, shall for any reason fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority lien and encumbrance in favor of the Holder on any collateral purported to be covered thereby.

3.2 Notification of Default. Upon the occurrence of any Event of Default specified in this Article III, Company and/or Borrower shall be notified within 10 days of the occurrence/breach and will have 10 days to remedy the occurrence.

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3.3 Remedies Upon Default. Upon the occurrence of any Event of Default specified in this Article III and subject to clause 3.2, in addition to and without limitation of other remedies set forth herein in this Note, this Note shall become immediately due and payable and the Borrower shall pay to the Holder, either in form of a cash payment or as an addition to the Principal Amount and interest due under the Note an amount (the “Default Amount”) equal to (i) the Principal Amount then outstanding plus (ii) accrued and unpaid interest through the date of the Event of Default plus (iii) unaccrued interest at the Default Interest Rate through the remainder of the Note term together with all costs, including, without limitation, legal fees and expenses of collection. In addition, the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, including, without limitation, those set forth in the Pledge Agreements.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, facsimile, or electronic mail addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery, upon electronic mail delivery, or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Holder, to:

COSMOS HEALTH, INC.

141 West Jackson Blvd, Suite 4236

Chicago, Illinois 60604

Attn: Grigorios Siokas

e-mail: greg.ceo@cosmoshealthinc.com

with a copy (which shall not constitute notice) to:

Davidoff Hutcher & Citron LLP

605 Third Avenue, 34^th Floor

New York, New York 10158

Attention: Elliot H. Lutzker, Esq.

Email: ehl@dhclegal.com

If to the Borrower:

Cana Laboratories Holding (CYPRUS) Limited

12 Arsinois, Agia Marina Chrysochous, Pafos 8881, Cyprus

Attention: Kosta Kanaroglou

e-mail: kosta.kanaroglou@gmail.com

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If to the Company:

Pharmaceutical Laboratories Cana SA

446 Irakliou Avenue, Iraklio Attica, 14122, Greece

Attention: Kosta Kanaroglou

e-mail: k.kanaroglou@cana.gr

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower, Company and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and Company and their respective successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns.

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including attorneys’ fees. Such amounts spent by Holder shall be added to the Principal Amount of the Note at the time of such expenditure.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts located in New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note or any of the Pledge Agreements by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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4.7 Remedies. The Borrower and Company each acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower and Company each acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

4.8 Prepayment. Unless an Event of Default shall occur, Borrower shall have the right at any time prior to the Maturity Date, upon thirty (30) days’ notice to the Holder (the “Prepayment Notice”), to prepay the Note by making a payment to Holder equal to 100% multiplied by the sum of (i) the outstanding Principal Amount, (ii) all accrued and unpaid interest, (iii) all unaccrued interest through the remainder of the Note Term and (iv) any other amounts due under the Note (the “Prepayment Amount”). The Prepayment Notice must be received by Holder no later than 30 days prior to the date that Borrower proposes to remit the Prepayment Amount (the “Prepayment Date”). If Borrower does not remit the Prepayment Amount within two (2) days of the Prepayment Date, then (i) the Prepayment Notice and the Prepayment right granted hereunder shall be canceled and (ii) Borrower shall thereafter not be permitted to Prepay the Note.

4.9 Opportunity to Consult with Counsel. The Borrower and the Company represent and acknowledge that they and Borrower Owners have been provided with the opportunity to discuss and review the terms of this Note and the Pledge Agreements (as the case may be) with their respective counsel before signing this Note and the Pledge Agreements and that they and the Borrower Owners (as the case may be) are freely and voluntarily signing this Note and the Pledge Agreements in exchange for the benefits provided herein. In light of this, the Borrower, Company and the Borrower Owners will not contest the validity of this Note and the Pledge Agreements and the transactions contemplated therein. The Borrower and Company further represent and acknowledge that they and the Borrower Owners have been provided a reasonable period of time within which to review the terms of the Note and the Pledge Agreements.

4.10 Integration. This Note, along with the Pledge Agreements, constitute the entire agreement between the parties and supersedes all prior negotiations, discussions, representations, or proposals, whether oral or written, unless expressly incorporated herein, related to the subject matter of the Note. Unless expressly provided otherwise herein, this Note may not be modified unless in writing signed by the duly authorized representatives of the Borrower, Company and the Holder. If any provision or part thereof is found to be invalid, the remaining provisions will remain in full force and effect. Additionally, Borrower and Company each agrees acknowledges that each of the Pledge Agreements are integral to the Note, and their execution by Borrower, Company and the Borrower Owners (as the case may be) and the agreement by Borrower, Company and Borrower Owners (as the case may be) to be bound by the terms therein are a material condition to the Holder’s agreement to enter into the transaction contemplated under this Note.

[signature page to follow]

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IN WITNESS WHEREOF, Borrower, Company and Holder each have caused this Note to be signed in its name by its duly authorized officer this February 28, 2023.

HOLDER:

COSMOS HEALTH, INC.

By:	/s/ Grigorios Siokas
Name:	Grigorios Siokas
Title:	Chief Executive Officer

BORROWER:

CANA LABORATORIES HOLDING (CYPRUS) LIMITED

By:	/s/ George Dakis	By:	/s/ Konstantinos-Gason Kanaroglou
Name:	George Dakis	Name:	Konstantinos-Gaston Kanaroglou
Title:	Legal Representative	Title:	Owner 50% of shares
		By:	/s/ Konstantina-Mathilde Kanaroglou
		Name:	Konstantina-Mathilde Kanaroglou
		Title:	Owner 50% of shares

COMPANY:

PHARMACEUTICAL LABORATORIES CANA S.A.

By:	/s/ Konstantinos-Gaston Kanaroglou
Name:	Konstantinos-Gaston Kanaroglou
Title:	Legal Representative

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EX-10.2

EXHIBIT 10.2

CANA HOLDINGS SHARE PLEDGE AGREEMENT

THIS SHARE PLEDGE AGREEMENT is made as of this 28^th day of February, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among Konstantinos-Gaston Kanaroglou and Konstantina-Mathilde Kanaroglou, (the “Pledgors” and each a “Pledgor”), Cana Laboratories Holding (Cyprus) Limited (as defined below, hereby the “Borrower”) and Cosmos Health Inc., a corporation organized under the laws of the state of Nevada (USA) together with its successors and assigns (hereby the “Pledgee” and/or the “Holder”).

WHEREAS:

A. The Pledgee has executed and delivered to Cana Laboratories Holding (Cyprus) Limited, a corporation organized under the laws of the Republic of Cyprus (the “Borrower”) that certain Secured Promissory Note dated on or about the date hereof (such note, as may be amended, supplemented, restated or modified and in effect from time to time, the “Note”) for the principal amount of Four Million One Hundred Thousand Euros (€4,100,000.00) (the “Principal Amount”). Capitalized terms that are not otherwise defined in this Agreement will have the same meaning as given to them in the Note.

B. Pledgors legally and beneficially own the entirety of the authorized capital stock and equity interests of Borrower (the “Shares”). To induce Pledgee to enter into the Note, Pledgors each have agreed to pledge to Pledgee all of the Shares of the Borrower now or hereafter owned or acquired by Pledgors to secure the Obligations of the Borrower under the Note. Separately, and of the same date hereof, the Borrower has agreed to provide in favor of the Pledgee a share pledge agreement over all of the shares of Pharmaceutical Laboratories Cana S.A., (the “Company”), a corporation organized under the laws of Greece (the “Cana Pharmaceuticals Share Pledge Agreement”).

C. For purposes of this Agreement, “Obligations” means all obligations, liabilities and indebtedness of every nature of Borrower from time to time owed or owing under or in respect of the Note, including, without limitation, the Principal Amount, accrued and unpaid interest, Default Interest, the Default Amount and all fees, costs and expenses heretofore, now and/or from time to time hereafter owing, due or payable by Borrower under an Even of Default.

NOW, THEREFORE, in consideration of the premises and in order to induce Pledgee to issue the Note to Borrower and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Pledgors and the Borrower hereby agree with Pledgee as follows:

1. Pledge. Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee a first lien on and first priority perfected security interest in and charge (“Pledge, Security Interest and Charge”) over (i) all of its ownership interests in the Shares of the Borrower now owned or hereafter acquired by a Pledgor as further described and listed in Exhibit A hereto (collectively, the “Pledged Shares”), (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Shares, and all stock registry accounts and general intangibles arising out of, or in connection with, the Pledged Shares; and (iii) all "proceeds" as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State of New York on the date hereof (the “UCC”), and in Section 4 articles 169A-169E of the Cyprus Company Law (Chapter 113) and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon or distributions (cash, stock or otherwise) with respect thereto, including, without limitation, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Shares (“Proceeds”), and without affecting the Obligations, in the event of any consolidation or merger in which the Borrower is not the surviving corporation, all shares of each class of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (iii) of this Section 1 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated Maturity Date, by acceleration or otherwise) of the Obligations. All of the Pledged Shares now owned by Pledgors which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by each Pledgor and irrevocable proxies are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, each Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by a Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral.

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2. Representations and Warranties and Covenants of Pledgors and Borrower. Each Pledgor and the Borrower represents and warrants to Pledgee, and jointly and severally with all Pledgors covenants with Pledgee, that:

(a) Exhibit A sets forth (i) all of the Shares of the Borrower that are issued and outstanding as of the date hereof, and (iii) the percentage and number of the Shares held by Pledgor. Pledgor is the record and beneficial owner of, and has good and marketable title to those Pledged Shares indicated in Exhibit A as owned by Pledgor, and such Pledged Shares and all Shares of Borrower are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever (“Encumbrances”), except the Pledge, Security Interest and Charge in favor of Pledgee created by this Agreement;

(b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;

(c) This Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor to the extent of his liability as expressly stated in the present Agreement except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;

(d) The Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares listed on Exhibit A, together with all other Shares listed in Exhibit A, constitute all of the issued and outstanding capital stock or other equity interests of the Borrower;

(e) No spousal consent or waiver, consent or waiver of the Borrower, any other Pledgor or any other shareholder, officer or director of the Borrower, consent approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any Pledgor is required in connection with the (i) grant of the Pledge and security interest granted under this Agreement except as specified herein (ii) the perfection or maintenance of the Pledge and security interest created hereby except for the filing of (a) notice of pledge delivered to the Borrower unless waived by the Borrower and (b) registration of the Pledge, Security Interest and Charge created hereby with the register of shareholders of the Borrower or (iii) the exercise by Pledgor of the rights and remedies in respect of the Pledged Shares and Pledged Collateral pursuant to this Agreement;

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(f) The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgor, or of the articles or certificate of incorporation, shareholders agreement, certificate of formation, bylaws or any other similar organizational documents (“Organizational Documents”) of Pledgor or Borrower or of any Shares or other securities issued by Borrower or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any Pledgor or Borrower is a party or which is binding upon any Pledgor or the Borrower or upon any of the assets of any Pledgor or the Borrower, and will not result in the creation or imposition of any Encumbrance on or in any of the assets of any Pledgor or the Borrower, except as otherwise contemplated by this Agreement;

(g) The pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority Pledge, Security Interest and Charge in such Pledged Shares and Pledged Collateral and the Proceeds thereof in favor of Pledgee, subject to no right of first refusal of any shareholder of the Borrower, no prior Encumbrance or to any agreement purporting to grant to any third party a security interest or Encumbrance in the property or assets of any Pledgor or Borrower which would include the Pledged Shares or any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 14 hereof, each Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Shares and Pledged Collateral, and the Proceeds thereof against the claims and demands of all other persons or entities;

(h) No Pledgor nor Borrower (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order;

(i) The Borrower is the record and beneficial owner of, and has good and marketable title to all Common Shares of the Company which are duly and validly authorized and issued, are fully paid and non-assessable, and will remain free and clear of all encumbrances, except the Pledge, Security Interest and Charge in favor of Pledgee created by the Cana Pharmaceuticals Share Pledge Agreement;

(j) So long as the Borrower shall have any obligation under the Note, the Pledgors and the Borrower jointly and severally shall procure that the Borrower shall not, and the Company shall not, without the Holder’s written consent issue any new shares, convertible notes or bonds or any other securities or enter into any transaction that would result in the issuance of any new shares, convertible notes or bonds or any other securities;

(k) So long as the Borrower shall have any obligation under this Note and unless approved in writing by the Holder (which such approval not to be unreasonably withheld), the Pledgors and the Borrower jointly and severally shall procure that Borrower and Company shall not directly or indirectly: (a) change the nature of Borrower’s business or the Company’s business; (b) sell, divest, change the structure of any material assets of the Borrower, the Company or any Subsidiary other than in the ordinary course of business;

(l) So long as the Borrower shall have any obligation under the Note, the Pledgors and the Borrower jointly and severally shall procure shall not without the Holder’s written consent, the Borrower and the Company shall not use the proceeds of the Note for any other purpose other than as provided in the Note.

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3. Dividends, Distributions, Etc. If, prior to irrevocable repayment in full in cash of the Obligations, any Pledgor shall receive any certificate or notice (including, without limitation, any certificate or notice representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any Proceeds, options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Shares or otherwise, Pledgor agrees, in each case, to accept the same as Pledgee’s agent and to hold the same in trust for Pledgee, and to deliver the same promptly (but in any event within five days) to Pledgee in the exact form received, with the endorsement of Pledgor when necessary and/or with appropriate undated assignments separate from certificates or stock powers duly executed in blank to be held by Pledgee subject to the terms hereof, as additional Pledged Collateral. Each Pledgor shall promptly deliver to Pledgee (i) a Pledge Addendum with respect to such additional certificates or notices, and (ii) any financing statements or amendments to financing statements as requested by Pledgee. Each Pledgor hereby authorizes Pledgee to attach each such Pledge Addendum to this Agreement. Except as provided in Section 4(b) below, all sums of money and property so paid or distributed in respect of the Pledged Shares which are received by any Pledgor shall, until paid or delivered to Pledgee, be held by such Pledgor in trust for Pledgee as additional Pledged Collateral.

4. Voting Rights; Dividends; Certificates.

(a) So long as no Event of Default has occurred and is continuing under this Agreement, the Security Agreement or the Note (an “Event of Default”), each Pledgor shall be entitled (subject to the other provisions hereof, including, without limitation, Section 9 below) to exercise its voting and other consensual rights with respect to the Pledged Shares and otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Agreement, the Security Agreement and the Note. Each Pledgor hereby grants to Pledgee or its nominee, an irrevocable proxy to exercise all voting, corporate and limited liability company rights relating to the Pledged Shares in any instance, which proxy shall be effective, at the discretion of Pledgee, solely upon the occurrence and during the continuance of an Event of Default. Upon the request of Pledgee at any time, each Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares as Pledgee may request.

(b) So long as no Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to receive cash dividends or other distributions made in respect of the Pledged Shares, but only to the extent permitted to be made pursuant to the terms of the Note. Upon the occurrence and during the continuance of an Event of Default, in the event that any Pledgor, as record and beneficial owner of the Pledged Shares, shall have received or shall have become entitled to receive, any cash dividends or other distributions or Proceeds in the ordinary course, Pledgor shall deliver to Pledgee, and Pledgee shall be entitled to receive and retain, all such cash or other distributions or Proceeds as additional security for the Obligations.

(c) Subject to any sale or other disposition by Pledgee of the Pledged Shares and Pledged Collateral pursuant to this Agreement, upon the indefeasible full payment in cash, satisfaction and termination of all of the Obligations and the termination of this Agreement pursuant to Section 15 hereof and of the liens and security interests hereby granted, the Pledged Shares, the other Pledged Collateral and any other property then held as part of the Pledged Collateral in accordance with the provisions of this Agreement shall be returned to such Pledgor or to such other persons or entities as shall be legally entitled thereto in their original status and along with any documents (including but not limited to certificates and proxies) provided to the Pledgee.

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5. Registration and Perfection of Pledge. In furtherance of the grant of the Pledge, Security Interest and Charge pursuant to Section 1 hereof, each Pledgor, until the Note is paid in full, hereby agrees as follows: (i) to give, execute, deliver, file and/or record any financing statement, notice of pledge delivered to the Borrower unless waived by the Borrower, the registration of the Pledge in the register of shareholders or at the governing website for companies (www.companies.gov.cy), instrument or document that may be necessary (in the reasonable judgment of Pledgee) to preserve or perfect the Pledge and security interest granted pursuant hereto or to enable Pledgee to exercise and enforce its rights hereunder with respect to such Pledge, Security Interest or Charge, including, without limitation, causing any or all of the Pledged Shares to be transferred of record into the name of Pledgee or its nominee, provided, however, that none of the foregoing shall increase such Pledgor’s liabilities or obligations or diminish such Pledgor’s rights or remedies; and (ii) during the continuance of an Event of Default which remains uncured after the expiration of applicable notice, grace and cure periods, permit representatives of Pledgee, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Pledged Shares and other Pledged Collateral, and permit representatives of Pledgee to be present at such Pledgor's place of business during normal business hours, upon reasonable prior written notice, to receive copies of all material communications and remittances relating to the Pledged Collateral, and forward copies of any material notices or communications received by such Pledgor with respect to the Pledged Collateral, all in such manner as Pledgee may reasonably require.

6. Obligation of the Pledgee: The Pledgee shall furnish due notice of the pledge to the Borrower along with a certified copy of the share pledge agreement as article 138 2(a) of the Contract Law (Ch. 149) of Cyprus for the proper registration of the pledge to the Borrower’s records.

7. Obligation of the Pledgor and/or Borrower: The Borrower upon receipt of due notice of the Pledge along with the present Pledge Agreement shall thereafter enter a Memorandum of the pledge in its register of members insofar as this relates to the shares pledged under the present Share Pledge Agreement. The Borrower’s secretary shall issue a confirmation certificate to the effect that a Memorandum of pledge, has been properly entered in the Register of Members of the Borrower. Upon the indefeasible full payment in cash, satisfaction and termination of all of the Obligations and the termination of this Agreement the Pledgee shall take such steps as may be required to restore the Pledgor’s inalienable right to the pledges share free from any encumbrances and return safely to the Pledgor all the documents originally provided.

8. Rights of Pledgee. Pledgee shall not be liable for failure to collect or realize upon the Obligations or any Pledge, Security Interest and Charge hereunder, or any part thereof, or for any delay in so doing, nor shall Pledgee be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Shares held by Pledgee hereunder may, if an Event of Default has occurred and is continuing, with the necessary notice, be registered in the name of Pledgee or its nominee, and Pledgee or its nominee may thereafter with the necessary notice exercise all voting and corporate rights at any meeting with respect to the Borrower and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect to the Borrower or upon the exercise by the Borrower, Pledgor or Pledgee of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may reasonably determine, all without liability except to account for property actually received by Pledgee, but Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

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9. Remedies. Upon the occurrence and during the continuance of an Event of Default, Pledgee may exercise in respect of the Pledged Shares and other Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies attached to them, only to the extent that they are not precluded herein. Both parties understand and expressly agree that the liability of the Pledgor will be limited up to the value of the shares he/she pledged and/or up to the value recovered in a potential sale of these shares on the free market. For avoidance of any doubt, in case of an Event of Default, the Pledgor will not be held accountable and/or liable for any loss and/or damage and/or otherwise incurred by the Pledgee or any other third party. The Pledgee expressly agrees that they shall not have any other claim of any nature, personal or otherwise against the Pledgor other than the right to collect, receive, appropriate and realize upon the Pledged Shares or other Pledged Collateral as contemplated in this Agreement. Without limiting the foregoing, in case the Pledgee notifies the Pledgor of the occurrence of an Event of Default, then the Pledgee may, and will be entitled to upon the occurrence and during the continuance of an Event of Default forthwith to collect, receive, appropriate and realize upon the Pledged Shares or other Pledged Collateral, or any part thereof, and/or may forthwith date and otherwise fill in the blanks on any assignments separate from certificates or stock power or otherwise sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Pledged Shares or other Pledged Collateral, or any part thereof, in one or more portions at one or more public or private sales or dispositions, at any exchange or broker’s board or at any of Pledgee’s offices or elsewhere upon such terms and conditions as Pledgee may deem advisable and at such prices as it may deem best, for any combination of cash and/or securities or other property or on credit or for future delivery without assumption of any credit risk, with the right to Pledgee upon any such sale, public or private, to purchase the whole or any part of said Pledged Shares so sold, free of any right or equity of redemption in any Pledgor, which right or equity is hereby expressly waived or released. Pledgee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization, sale or disposition, after deducting all costs and expenses of every kind incurred therein or incidental to the safekeeping of any and all of the Pledged Shares or other Pledged Collateral or in any way relating to the rights of Pledgee hereunder, including reasonable attorneys’ fees and legal expenses, to the payment, in whole or in part, of the Obligations, in such order as Pledgee may elect. Only after so paying over such net proceeds and after the payment by Pledgee of any other amount required by any provision of law, including, without limitation the article 134 of the Cyprus Law of Contracts (Chap. 149) or the equivalent under any Pledge Law, shall Pledgee be required to account for the surplus, if any, to any Pledgor. Each Pledgor agrees that Pledgee need not give more than ten (10) days’ notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to any Pledgor if it has signed after default a statement renouncing or modifying any right to notification of sale or other intended disposition.

10. No Right of First Refusal. Notwithstanding any provision in any Organizational Documents of Borrower, the Cyprus Companies Law or any Pledge Law to the contrary, the undersigned Pledgors, constituting all of the Shareholders of the Borrower hereby acknowledge that each Pledgor, as applicable, shall pledge to the Pledgee all of such Pledgor’s right, title and interest in the Pledged Shares and, upon any foreclosure as a result of an Event of Default, the successful bidder (which may include the Pledgee) will be deemed admitted as a shareholder of the Borrower, and will automatically succeed to all of such pledged right, title and interest, including without limitation such Pledgor’s right to vote and participate in the management and business affairs of the Borrower, right to a share of the profits and losses of the Borrower and right to receive dividends and other Proceeds from the Borrower.

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11. No Disposition, Etc. Until the irrevocable payment in full in cash of the Obligations, Pledgors agree that they will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will any Pledgor create, incur or permit to exist any pledge or any other Encumbrance, Pledge, Security Interest and Charge with respect to any of the Pledged Shares or any other Pledged Collateral, or any interest therein, or any Proceeds thereof, except for the lien and security interest of Pledgee provided for by this Agreement.

12. Sale of Pledged Interests.

(a) Each Pledgor recognizes that, if Pledgee may be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of the Borrower) of any or all the Pledged Shares by reason of certain prohibitions contained in any Pledge Law or other applicable laws, Pledgee may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and each Pledgor agrees that it is not commercially unreasonable for Pledgee to engage in any such private sales or dispositions under such circumstances. Pledgee shall be under no obligation to delay a sale or disposition of any of the Pledged Shares in order to permit a Pledgor or the Borrower to register such securities for public sale under any Pledge Law, or under any other laws, even if a Pledgor or the Borrower would agree to do so.

(b) Each Pledgor agrees not to exercise any and all rights of subrogation it may have against the Borrower upon the sale or disposition of all or any portion of the Pledged Shares or other Pledged Collateral by Pledgee pursuant to the terms of this Agreement until the termination of this Agreement in accordance with Section 14 below.

13. No Waiver; Cumulative Remedies. Pledgee shall not by any act, delay, omission or otherwise be deemed to have waived any of its remedies hereunder, and no waiver by Pledgee shall be valid unless in writing and signed by Pledgee, and then only to the extent therein set forth. A waiver by Pledgee of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Pledgee would otherwise have on any further occasion. No course of dealing between any Pledgor and Pledgee and no failure to exercise, nor any delay in exercising on the part of Pledgee of, any right, power or privilege hereunder or under the Note shall impair such right or remedy or operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law or in the Note.

14. Termination. This Agreement and the Pledge, Security Interest and Charge granted hereunder shall terminate and Pledgee, at the Pledgors’ sole joint and several cost and expense, shall return any Pledged Shares or other Pledged Collateral then held by Pledgee in accordance with the provisions of this Agreement to Pledgors upon the termination of the Note and the full and complete performance and indefeasible satisfaction of all of the Obligations (i) in respect of the Note (including, without limitation, the indefeasible payment in full in cash of all such Obligations) and (ii) with respect to which claims have been asserted by Pledgee.

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15. Possession of Pledged Shares. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Shares in the physical possession of Pledgee pursuant hereto, neither Pledgee, nor any nominee of Pledgee, shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto (including any duty to ascertain or take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to the Pledged Shares and any duty to take any necessary steps to preserve rights against any parties with respect to the Pledged Shares), and shall be relieved of all responsibility for the Pledged Shares upon surrendering them to any Pledgor. Each Pledgor assumes the responsibility for being and keeping itself informed of the financial condition of the Borrower and of all other circumstances bearing upon the risk of non-payment of the Obligations, and Pledgee shall have no duty to advise any Pledgor of information known to Pledgee regarding such condition or any such circumstance. Pledgee shall have no duty to inquire into the powers of the Borrower or its officers, directors, managers, members, partners or agents thereof acting or purporting to act on its behalf.

16. Force Majeure. Any Party affected by a Force Majeure and thereby prevented from performing its obligations under this Agreement shall provide reasonable notice in writing to the other Party but shall not be considered in breach of the Agreement or otherwise liable for failure or delay of completing such obligations and the obligations of the other Party shall be suspended to the same extend as of the affected Party.

17. Taxes and Expenses. Pledgors and Borrower will jointly and severally pay to Pledgee within the Applicable Time Frame (as hereafter defined) (a) any taxes (excluding income taxes, franchise taxes, value-added taxes or other taxes levied on gross earnings, profits or the like of Pledgee) or registration fees payable or ruled payable by any applicable governmental authority in respect of this Agreement, together with interest and penalties, if any, and (b)all expenses, including the fees and expenses of counsel for Pledgee and of any experts and agents that Pledgee may incur in connection with (i) the administration, modification or amendment of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Shares, (iii) the exercise or enforcement of any of the rights of Pledgee hereunder, or (iv) the failure of any Pledgor to perform or observe any of the provisions hereof. For purposes hereof, the term “Applicable Time Frame” means the earlier of (y) ten (10) days after Pledgee’s written demand for such payment and (z) the date set forth in Pledgee’s written demand for such payment if such payment is required to be made by Pledgee prior to the ten (10) day period referred to in the foregoing clause “(z)”.

18. Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of Cyprus, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Cyprus. Each party hereby irrevocably submits to the exclusive jurisdiction of Greece and specifically the Athenian courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

19. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile, .pdf or similar electronically transmitted signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

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20. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

21. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

22. ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, SUPERSEDES ALL OTHER PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN ANY PLEDGOR, PLEDGEE, THEIR AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH RESPECT TO THE MATTERS DISCUSSED HEREIN, AND THIS AGREEMENT, TOGETHER WITH THE NOTE AND THE OTHER INSTRUMENTS REFERENCED HEREIN AND THEREIN, CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR THEREIN, NEITHER THE PLEDGEE NOR ANY PLEDGOR MAKES ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS. AS OF THE DATE OF THIS AGREEMENT, THERE ARE NO UNWRITTEN AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS DISCUSSED HEREIN. EXCEPT AS SET FORTH IN SECTION 1 HEREOF, NO PROVISION OF THIS AGREEMENT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE PLEDGOR AND PLEDGEE.

23. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, facsimile, or electronic mail addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery, upon electronic mail delivery, or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Pledgee, to:

COSMOS HEALTH INC.

141 West Jackson Blvd, Suite 4236

Chicago, Illinois 60604

Attn: Grigorios Siokas

e-mail: greg.ceo@cosmoshealthinc.com

with a copy (which shall not constitute notice) to:

Davidoff Hutcher & Citron LLP

605 Third Avenue, 34^th Floor

New York, New York 10158

Attention: Elliot H. Lutzker, Esq.

Email: ehl@dhclegal.com

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If to the Borrower:

Cana Laboratories Holding (CYPRUS) Limited

12 Arsinois, Agia Marina Chrysochous, Pafos 8881, Cyprus

Attention: Kosta Kanaroglou

e-mail: kosta.kanaroglou@gmail.com

If to the Pledgors:

Pharmaceutical Laboratories Cana SA

446 Irakliou Avenue, Iraklio Attica, 14122, Greece

Attention: Kosta Kanaroglou and Konstantina Kanaroglou

Email: k.kanaroglou@cana.gr and konstantinac@gmail.com

24. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Note. No Pledgor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of Pledgee. Pledgee may assign its rights hereunder without the consent of Pledgor, in which event such assignee shall be deemed to be Pledgee hereunder with respect to such assigned rights.

25. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

26. Survival. All representations, warranties, covenants and agreements of the Pledgors and Pledgee shall survive the execution and delivery of this Agreement.

27. Further Assurances. Each Pledgor agrees that it will, at any time and from time to time upon the written request of Pledgee, execute and deliver all assignments separate from certificates or stock powers, financing statements, notices, registrations, and such further documents and do such further acts and things as Pledgee may reasonably request consistent with the provisions hereof in order to carry out the intent and accomplish the purpose of this Agreement and the consummation of the transactions contemplated hereby.

28. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

29. Pledgee Authorized. Each Pledgor hereby authorizes Pledgee to file one or more financing or continuation statements, notices, registrations and amendments thereto (or similar documents required by any laws of any applicable jurisdiction) relating to all or any part of the Pledged Shares or other Pledged Collateral and the Pledge, Security Interest and Charge created hereunder without the signature of any Pledgor.

30. Borrower Acknowledgement. Borrower hereby acknowledges receipt of an executed copy of this Agreement and waives any requirement for a notice from the Pledgors or Pledgee regarding same. The Borrower hereby agrees and Pledgors hereby covenant that they shall procure, that the Borrower shall promptly to record on its books and records as required under applicable law the grant of the Pledge, Security Interest and Charge over the Pledged Shares, and they will delivered to the Pledgee the necessary certificate.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed and delivered individually or by their duly authorized officer (as the case may be) on the date first above written.

PLEDGEE:

COSMOS HEALTH INC.

By:	/s/ Grigorios Siokas
Name:	Grigorios Siokas
Title:	Chief Executive Officer

PLEDGORS:		BORROWER: CANA LABORATORIES HOLDING (CYPRUS) LIMITED
By:	/s/ Konstantinos-Gaston Kanaroglou	By:	/s/ Konstantinos-Gaston Kanaroglou
Name:	Konstantinos-Gaston Kanaroglou	Name:	Konstantinos-Gaston Kanaroglou
		Title:	Owner
By:	/s/ Konstantina-Mathilde Kanaroglou	By:	/s/ Konstantina-Mathilde Kanaroglou
Name:	Konstantina-Mathilde Kanaroglou	Name:	Konstantina-Mathilde Kanaroglou
		Title:	Owner
		By:	/s/ George Dakis
		Name:	George Dakis
		Title:	Legal Representative

WITNESSES

1. Sign:	/s/ Nikolaos Diakoniarakis	2. Sign:	/s/Argyro Vidou
Name and Address:		Name and Address:
Nikolaos Diakoniarakis		Argyro Vidou
ID: ΑΖ 050484		ID: AK 809371
C/O DBS Global		C/O DBS Global
67 Iraklitou Av.		67 Iraklitou Av.
Patima Chalandriou 152 38		Patima Chalandriou 152 38
Greece		Greece

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EXHIBIT A

to Pledge Agreement

Description of Pledged Shares

Pledgor	Class	Stock Certificate No.	Percentage and Number of Stock Held by Pledgor
Konstantinos-Gaston, Kanaroglou	Ordinary	1 – 25.000		50	%
Konstantina-Mathilde, Kanaroglou	Ordinary	26.001 – 50.000		50	%
TOTAL				100	%

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EXHIBIT B

to Pledge Agreement

Addendum to Pledge Agreement

The undersigned, being the Pledgor pursuant to that certain Pledge Agreement dated as of February 28^th, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) in favor of Cosmos Health Inc., a Nevada corporation (“Pledgee”), by executing this Addendum, hereby acknowledges that Pledgor has acquired and legally and beneficially owns all of the issued and outstanding [shares of capital stock ] described below (the “Shares”) of Cana Laboratories Holding (Cyprus) Limited, a corporation organized under the laws of the Republic of Cyprus (“Borrower”).  Pledgor hereby agrees and acknowledges that the Shares shall be deemed Pledged Shares pursuant to the Pledge Agreement.  Pledgor hereby represents and warrants to Pledgee that (i) all of the Shares of the Borrower now owned by Pledgor is presently represented by the certificates listed below, which certificates, with undated assignments separate from certificate or stock powers duly executed in blank by Pledgor, are being delivered to Pledgee, simultaneously herewith (or have been previously delivered to Pledgee), and (ii) after giving effect to this addendum, the representations and warranties set forth in Section 3 of the Pledge Agreement are true, complete and correct as of the date hereof.

Pledged Shares

Name of the Pledgor Class of Equity Interest Certificate No. Percentage of Shares Held by Pledgor

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IN WITNESS WHEREOF, Pledgor has executed this Addendum this ___ day of ________, 202___.

By:  ______________________________

Name: Konstantinos-Gaston Kanaroglou        

By:  ______________________________

Name: Konstantina-Mathilde Kanaroglou

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EX-10.3

EXHIBIT 10.3

CANA PHARMACEUTICALS SHARE PLEDGE AGREEMENT

THIS SHARE PLEDGE AGREEMENT is made as of this 28^th day of February, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among Cana Laboratories Holding (Cyprus) Limited, a corporation organized under the laws of the Republic of Cyprus (the “Pledgor”) and Cosmos Health Inc., a corporation organized under the laws of the state of Nevada (USA) together with its successors and assigns (the “Pledgee”).

WHEREAS:

A. The Pledgee has executed and delivered to Pledgor that certain Secured Promissory Note dated on or about the date hereof (such note, as may be amended, supplemented, restated or modified and in effect from time to time, the “Note”) for the principal amount of Four Million One Hundred Thousand Euros (€4,100,000.00 ) (the “Principal Amount”). Capitalized terms that are not otherwise defined in this Agreement will have the same meaning as given to them in the Note.

B. Pledgor legally and beneficially owns the entirety of the authorized capital stock and equity interests (“Shares”) of Pharmaceutical Laboratories Cana S.A., a corporation organized under the laws of Greece (the “Company”). To induce Pledgee to enter into the Note, Pledgor has agreed to pledge to Pledgee all of the Shares of the Company now or hereafter owned or acquired by Pledgor to secure the Obligations of the Borrower under the Note. For purposes of this Agreement, “Obligations” means all obligations, liabilities and indebtedness of every nature of Pledgor from time to time owed or owing under or in respect of the Note, including, without limitation, the Principal Amount, accrued and unpaid interest, Default Interest, the Default Amount and all fees, costs and expenses heretofore, now and/or from time to time hereafter owing, due or payable by Pledgor under an Even of Default. The Company, as further inducement for the Pledgee, also has agreed to be bound as a party by certain covenants in this Agreement. As additional inducement, the owners of all shares of the Pledgor also have pledged their shares in favor of Pledgee pursuant to a share pledge agreement of same date (the “Cana Holdings Share Pledge Agreement”).

NOW, THEREFORE, in consideration of the premises and in order to induce Pledgee to issue the Note and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor and the Company hereby agree with Pledgee as follows:

1. Pledge. Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee a first lien on and first priority perfected security interest in and charge (“Pledge, Security Interest and Charge”) over (i) all of its ownership interests of 100% of the Shares of the Company now owned or hereafter acquired by Pledgor as further described and listed in Exhibit A hereto (collectively, the “Pledged Shares”), (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Shares, and all stock registry accounts and general intangibles arising out of, or in connection with, the Pledged Shares; and (iii) all "proceeds" as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State of New York on the date hereof (the “UCC”), the article 1221 of the Greek Civil Code and in addition the section ten, articles 158-163 of the 4548/2018 legislation - (allocation of profits) and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon or distributions (cash, stock or otherwise) with respect thereto, including, without limitation, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Shares (“Proceeds”), and without affecting the Obligations, in the event of any consolidation or merger in which the Company is not the surviving corporation, all shares of each class of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (iii) of this Section 1 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated Maturity Date, by acceleration or otherwise) of the Obligations. All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral.

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2. Representations and Warranties of Pledgor. Pledgor and Company each represents and warrants to Pledgee, and jointly and severally covenant with Pledgee, that:

(a) Exhibit A sets forth (i) all of the Pledged Shares, constituting 100% of the Shares of the Company that are issued and outstanding as of the date hereof, and (ii) that Pledgor is the record and beneficial owner of, and has good and marketable title to all of the Pledged Shares; and such Pledged Shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever (“Encumbrances”), except the Pledge, Security Interest and Charge in favor of Pledgee created by this Agreement;

(b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;

(c) This Agreement is the legal, valid and binding obligation of Pledgor and the Company, enforceable against Pledgor and the Company in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;

(d) The Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Shares constitute all of the issued and outstanding capital stock or other equity interests of the Company;

(e) No consent or waiver of the Company, Pledgor or any other shareholder, officer or director of the Company, consent approval or authorization of or designation or filing with any governmental or regulatory authority on the part of Pledgor is required in connection with the (i) grant of the Pledge and security interest granted under this Agreement except as specified herein (ii) the perfection or maintenance of the Pledge and Pledge, Security Interest and Charge created hereby except for the filing of (a) financing statements as required by the UCC (b) a notice of pledge delivered to the Company unless waived by the Company and (c) registration of the Pledge, Security Interest and Charge created hereby with the register of shareholders of the Company or (iii) the exercise by Pledgor of the rights and remedies in respect of the Pledged Shares and Pledged Collateral pursuant to this Agreement;

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(f) The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to Pledgor or Company, or of the articles or certificate of incorporation, shareholders agreement, certificate of formation, bylaws or any other similar organizational documents (“Organizational Documents”) of Pledgor or Company or of any Shares or other securities issued by the Company or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or Company is a party or which is binding upon Pledgor or the Company or upon any of the assets of any Pledgor or the Company, and will not result in the creation or imposition of any Encumbrance on or in any of the assets of Pledgor or the Company, except as otherwise contemplated by this Agreement;

(g) The pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority Pledge, Security Interest and Charge in such Pledged Shares and Pledged Collateral and the Proceeds thereof in favor of Pledgee, subject to no right of first refusal of any shareholder of the Company, no prior Encumbrance or to any agreement purporting to grant to any third party a security interest or Encumbrance in the property or assets of Pledgor or Company which would include the Pledged Shares or any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 12 hereof, Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Shares and Pledged Collateral, and the Proceeds thereof against the claims and demands of all other persons or entities; and

(h) Neither Pledgor nor Company (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order;

(i) So long as the Pledgor shall have any obligation under the Note, the Company shall not, without the Holder’s written consent issue any new shares, convertible notes or bonds or any other securities or enter into any transaction that would result in the issuance of any new shares, convertible notes or bonds or any other securities;

(j) So long as the Pledgor shall have any obligation under this Note and unless approved in writing by the Holder (which such approval not to be unreasonably withheld), Pledgor and Company shall not directly or indirectly: (a) change e nature of Pledgor’s business or the Company’s business; (b) sell, divest, change the structure of any material assets of the Borrower, the Company or any Subsidiary other than in the ordinary course of business;

(k) So long as the Pledgor shall have any obligation under the Note, the Pledgor and the Company shall not, without the Holder’s written consent, use the proceeds of the Note for any other purpose other than as provided in the Note.

3. Dividends, Distributions, Etc. If, prior to irrevocable repayment in full in cash of the Obligations, Pledgor shall receive any certificate or notice (including, without limitation, any certificate or notice representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any Proceeds, options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Shares or otherwise, Pledgor agrees, in each case, to accept the same as Pledgee’s agent and to hold the same in trust for Pledgee, and to deliver the same promptly (but in any event within five days) to Pledgee in the exact form received, with the endorsement of Pledgor when necessary and/or with appropriate undated assignments separate from certificates or stock powers duly executed in blank, to be held by Pledgee subject to the terms hereof, as additional Pledged Collateral. Pledgor shall promptly deliver to Pledgee (i) a Pledge Addendum with respect to such additional certificates or notices, and (ii) any financing statements or amendments to financing statements as requested by Pledgee. Pledgor hereby authorizes Pledgee to attach each such Pledge Addendum to this Agreement. Except as provided in Section 4(b) below, all sums of money and property so paid or distributed in respect of the Pledged Shares which are received by Pledgor shall, until paid or delivered to Pledgee, be held by Pledgor in trust for Pledgee as additional Pledged Collateral.

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4. Voting Rights; Dividends; Certificates.

(a) So long as no Event of Default has occurred and is continuing under this Agreement, the Cana Holdings Share Pledge Agreement or the Note (an “Event of Default”), Pledgor shall be entitled (subject to the other provisions hereof, including, without limitation, Section 7 below) to exercise its voting and other consensual rights with respect to the Pledged Shares and otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Agreement, the Security Agreement and the Note. Pledgor hereby grants to Pledgee or its nominee, an irrevocable proxy to exercise all voting, corporate and limited liability company rights relating to the Pledged Shares in any instance, which proxy shall be effective, at the discretion of Pledgee, solely upon the occurrence and during the continuance of an Event of Default. Upon the request of Pledgee at any time, Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares as Pledgee may request.

(b) So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive cash dividends or other distributions made in respect of the Pledged Shares, but only to the extent permitted to be made pursuant to the terms of the Note. Upon the occurrence and during the continuance of an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares, shall have received or shall have become entitled to receive, any cash dividends or other distributions or Proceeds in the ordinary course, Pledgor shall deliver to Pledgee, and Pledgee shall be entitled to receive and retain, all such cash or other distributions or Proceeds as additional security for the Obligations.

(c) Subject to any sale or other disposition by Pledgee of the Pledged Shares and Pledged Collateral pursuant to this Agreement, upon the indefeasible full payment in cash, satisfaction and termination of all of the Obligations and the termination of this Agreement pursuant to Section 12 hereof and of the liens and security interests hereby granted, the Pledged Shares, the other Pledged Collateral and any other property then held as part of the Pledged Collateral in accordance with the provisions of this Agreement shall be returned to Pledgor or to such other persons or entities as shall be legally entitled thereto.

5. Registration and Perfection of Pledge. In furtherance of the grant of the Pledge, Security Interest and Charge pursuant to Section 1 hereof, Pledgor, until the Note is paid in full, hereby agrees as follows: (i) to give, execute, deliver, file and/or record any financing statement, notice of pledge delivered to the Company unless waived by the Company, any registration of the Pledge in the register of shareholders the Company or at the governing website for companies (www.businessportal.gr) instrument or document that may be necessary (in the reasonable judgment of Pledgee) to preserve or perfect the Pledge, Security Interest and Charge granted pursuant hereto or to enable Pledgee to exercise and enforce its rights hereunder with respect to such Pledge, Security Interest or Charge, including, without limitation, causing any or all of the Pledged Shares to be transferred of record into the name of Pledgee or its nominee, provided, however, that none of the foregoing shall increase Pledgor’s liabilities or obligations or diminish Pledgor’s rights or remedies; and (ii) during the continuance of an Event of Default which remains uncured after the expiration of applicable notice, grace and cure periods, permit representatives of Pledgee, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Pledged Shares and other Pledged Collateral, and permit representatives of Pledgee to be present at Pledgor's place of business during normal business hours, upon reasonable prior written notice, to receive copies of all material communications and remittances relating to the Pledged Collateral, and forward copies of any material notices or communications received by Pledgor with respect to the Pledged Collateral, all in such manner as Pledgee may reasonably require.

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6. Remedies. Upon the occurrence and during the continuance of an Event of Default, Pledgee may exercise in respect of the Pledged Shares and other Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Uniform Commercial Code, the Greek Civil Code (art. 1237) and the Greek Civil Procedure Code.

7. No Right of First Refusal. Notwithstanding any provision in any Organizational Documents of the Company, the laws of Greece or any Pledge Law to the contrary, the Pledgor, as sole shareholder of the Company, hereby acknowledges that, upon any foreclosure as a result of an Event of Default, the successful bidder (which may include the Pledgee) will be deemed admitted as a shareholder of the Company, and will automatically succeed to all of such pledged right, title and interest, including without limitation such Pledgor’s right to vote and participate in the management and business affairs of the Company, right to a share of the profits and losses of the Company and right to receive dividends and other Proceeds from the Company.

8. No Disposition, Etc. Until the irrevocable payment in full in cash of the Obligations, Pledgor agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will Pledgor create, incur or permit to exist any pledge or any other Encumbrance, Pledge, Security Interest and Charge with respect to any of the Pledged Shares or any other Pledged Collateral, or any interest therein, or any Proceeds thereof, except for the Pledge, Security Interest and Charge provided for by this Agreement.

9. No Waiver; Cumulative Remedies. Pledgee shall not by any act, delay, omission or otherwise be deemed to have waived any of its remedies hereunder, and no waiver by Pledgee shall be valid unless in writing and signed by Pledgee, and then only to the extent therein set forth. A waiver by Pledgee of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Pledgee would otherwise have on any further occasion. No course of dealing between Pledgor and Pledgee and no failure to exercise, nor any delay in exercising on the part of Pledgee of, any right, power or privilege hereunder or under the Note shall impair such right or remedy or operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law or in the Note.

10. Termination. This Agreement and the Pledge, Security Interest and Charge granted hereunder shall terminate and Pledgee, at the Pledgor’s and Company’s cost and expense, shall return any Pledged Shares or other Pledged Collateral then held by Pledgee in accordance with the provisions of this Agreement to Pledgor upon the termination of the Note and the full and complete performance and indefeasible satisfaction of all of the Obligations (i) in respect of the Note (including, without limitation, the indefeasible payment in full in cash of all such Obligations) and (ii) with respect to which claims have been asserted by Pledgee.

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11. Possession of Pledged Shares. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Shares in the physical possession of Pledgee pursuant hereto, neither Pledgee, nor any nominee of Pledgee, shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto (including any duty to ascertain or take action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to the Pledged Shares and any duty to take any necessary steps to preserve rights against any parties with respect to the Pledged Shares), and shall be relieved of all responsibility for the Pledged Shares upon surrendering them to Pledgor. Pledgor assumes the risk of non-payment of the Obligations, and Pledgee shall have no duty to advise Pledgor of information known to Pledgee regarding such condition or any such circumstance. Pledgee shall have no duty to inquire into the powers of the Company or its officers, directors, managers, members, partners or agents thereof acting or purporting to act on its behalf.

12. Taxes and Expenses. Pledgor and Company jointly and severally will pay to Pledgee within the Applicable Time Frame (as hereafter defined) (a) any taxes (excluding income taxes, franchise taxes, value-added taxes or other taxes levied on gross earnings, profits or the like of Pledgee) or registration fees payable or ruled payable by any applicable governmental authority in respect of this Agreement, together with interest and penalties, if any, and (b) all expenses, including the fees and expenses of counsel for Pledgee and of any experts and agents that Pledgee may incur in connection with (i) the administration, modification or amendment of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Shares, (iii) the exercise or enforcement of any of the rights of Pledgee hereunder, or (iv) the failure of Pledgor or Company to perform or observe any of the provisions hereof. For purposes hereof, the term “Applicable Time Frame” means the earlier of (y) ten (10) days after Pledgee’s written demand for such payment and (z) the date set forth in Pledgee’s written demand for such payment if such payment is required to be made by Pledgee prior to the ten (10) day period referred to in the foregoing clause “(z)”.

13. Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of Greece, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Greece. Each party hereby irrevocably submits to the exclusive jurisdiction of Greece and specifically the Athenian courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Notwithstanding the foregoing, the Pledgee may enforce its rights and remedies in any other jurisdiction applicable to the Pledged Shares or other Pledged Collateral.

14. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile, .pdf or similar electronically transmitted signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

15. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

16. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

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17. ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, SUPERSEDES ALL OTHER PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN ANY PLEDGOR, PLEDGEE, COMPANY, THEIR AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH RESPECT TO THE MATTERS DISCUSSED HEREIN, AND THIS AGREEMENT, TOGETHER WITH THE NOTE AND THE OTHER INSTRUMENTS REFERENCED HEREIN AND THEREIN, CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR THEREIN, PLEDGEE, PLEDGOR AND COMPANY MAKE NO REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS. AS OF THE DATE OF THIS AGREEMENT, THERE ARE NO UNWRITTEN AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS DISCUSSED HEREIN. EXCEPT AS SET FORTH IN SECTION 1 HEREOF, NO PROVISION OF THIS AGREEMENT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE PLEDGOR, COMPANY AND PLEDGEE.

18. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, facsimile, or electronic mail addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery, upon electronic mail delivery, or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Pledgee, to:

COSMOS HEALTH INC.

141 West Jackson Blvd, Suite 4236

Chicago, Illinois 60604

Attn: Grigorios Siokas

e-mail: greg.ceo@cosmoshealthinc.com

with a copy (which shall not constitute notice) to:

Davidoff Hutcher & Citron LLP

605 Third Avenue, 34^th Floor

New York, New York 10158

Attention: Elliot H. Lutzker, Esq.

Email: ehl@dhclegal.com

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If to the Pledgors:

Konstantinos-Gaston Kanaroglou

22 Diligianni Street, Kifisia

14561 Attica, Greece

Email: kosta.kanaroglou@gmail.com

Konstantina-Mathilde Kanaroglou

29 Mavromichali Street, Kifisia

14562 Attica, Greece

Email: konstantinac@gmail.com

If to the Company:

Pharmaceutical Laboratories Cana SA

446 Irakliou Avenue, Iraklio Attica, 14122, Greece

Attention: Kosta Kanaroglou

Email: k.kanaroglou@cana.gr

19. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Note. Neither Pledgor nor Company shall assign this Agreement or any rights or obligations hereunder without the prior written consent of Pledgee. Pledgee may assign its rights hereunder without the consent of Pledgor or Company, in which event such assignee shall be deemed to be Pledgee hereunder with respect to such assigned rights.

20. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

21. Survival. All representations, warranties, covenants and agreements of the Pledgor, Company and Pledgee shall survive the execution and delivery of this Agreement.

22. Further Assurances. Pledgor agrees that it will, at any time and from time to time upon the written request of Pledgee, execute and deliver all assignments separate from certificates or stock powers, financing statements, notices, registrations, and such further documents and do such further acts and things as Pledgee may reasonably request consistent with the provisions hereof in order to carry out the intent and accomplish the purpose of this Agreement and the consummation of the transactions contemplated hereby.

23. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

24. Pledgee Authorized. Pledgor hereby authorizes Pledgee to file one or more financing or continuation statements, notices, registrations and amendments thereto (or similar documents required by any laws of any applicable jurisdiction) relating to all or any part of the Pledged Shares or other Pledged Collateral and the Pledge, Security Interest and Charge created hereunder without the signature of Pledgor.

25. Company Acknowledgement. Company hereby acknowledges receipt of an executed copy of this Agreement and waives any requirement for a notice from the Pledgor or Pledgee regarding same. The Company hereby agrees and Pledgor hereby covenants that it shall procure, that the Company shall promptly to record on its books and records as required under applicable law the grant of the Pledge, Security Interest and Charge over the Pledged Shares.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed and delivered individually or by their duly authorized officer (as the case may be) on the date first above written.

PLEDGOR:

CANA LABORATORIES HOLDING (CYPRUS) LIMITED

By:	/s/ George Dakis	By:	/s/ Konstantinos-Gaston Kanaroglou
Name:	George Dakis	Name:	Konstantinos-Gaston Kanaroglou
Title:	Legal Representative	Title:	Owner
		By:	/s/ Konstantina-Mathilde Kanaroglou
		Name:	Konstantina-Mathilde Kanaroglou
		Title:	Owner

PLEDGEE: COSMOS HEALTH INC.
By:	/s/ Grigorios Siokas
Name:	Grigorios Siokas
Title:	Chief Executive Officer

COMPANY

PHARMACEUTICAL LABORATORIES CANA S.A.

By:	/s/ Konstantinos-Gaston Kanaroglou
Name:	Konstantinos-Gaston Kanaroglou
Title:	Legal Representative

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EXHIBIT A

to Cana Pharmaceutical Pledge Agreement

Description of Pledged Shares

Pledgor	Class	Stock Certificate No.		Percentage and Number of Stock Held by Pledgor
Cana Laboratories Holding (Cyprus) Limited	Common shares		763.516		100	%
TOTAL					100	%

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EXHIBIT B

to Cana Pharmaceutical Share Pledge Agreement

Addendum to Pledge Agreement

The undersigned, being the Pledgor pursuant to that certain Cana Pharmaceutical Pledge Agreement dated as of February 28^th, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) in favor of Cosmos Health Inc., a Nevada corporation (“Pledgee”), by executing this Addendum, hereby acknowledges that Pledgor has acquired and legally and beneficially owns all of the issued and outstanding [shares of capital stock ] described below (the “Shares”) of Pharmaceutical Laboratories Cana S.A., a corporation organized under the laws of the Republic of Greece (“Company”).  Pledgor hereby agrees and acknowledges that the Shares shall be deemed Pledged Shares pursuant to the Pledge Agreement.  Pledgor hereby represents and warrants to Pledgee that (i) all of the Shares of the Company now owned by Pledgor are presently represented by the certificates listed below, which certificates, with undated assignments separate from certificate or stock powers duly executed in blank by Pledgor, are being delivered to Pledgee, simultaneously herewith (or have been previously delivered to Pledgee), and (ii) after giving effect to this addendum, the representations and warranties set forth in Section 3 of the Pledge Agreement are true, complete and correct as of the date hereof.

Pledged Shares

Name of the Pledgor Class of Equity Interest Certificate No. Percentage of Shares Held by Pledgor

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IN WITNESS WHEREOF, Pledgor has executed this Addendum this _____ day of _______________, 202_.

Cana Laboratories Holding (Cyprus) Limited
By:
	Name:
	Title:

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XML

Cover	Feb. 28, 2023
Cover [Abstract]
Entity Registrant Name	Cosmos Health Inc.
Entity Central Index Key	0001474167
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Feb. 28, 2023
Entity Incorporation State Country Code	NV
Entity File Number	000-54436
Entity Tax Identification Number	27-0611758
Entity Address Address Line 1	141 West Jackson Blvd
Entity Address Address Line 2	Suite 4236
Entity Address City Or Town	Chicago
Entity Address State Or Province	IL
Entity Address Postal Zip Code	60604
City Area Code	312
Local Phone Number	865-0026
Security 12b Title	Common Stock, $.001 par value
Trading Symbol	COSM
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false