LUDWIG ENTERPRISES, INC. (LUDG)

Earlier extract: rmed under the laws of the State of Nevada (the “ Company ”), up to [●] shares of common stock, par value $0.001 per share, of the Company (the “ Warrant Shares ”), as subject to adjustment hereunder. This Warrant is issued pursua

Later extract: tive of the underwriters to purchase up to 250,557 additional Common Units, consisting of shares of Common Stock and/or Warrants to purchase up to 250,557 additional shares of Common Stock solely to cover over-allotments, if any. The underwriters expect to del

Earlier extract: anization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of the Common Stock as determined by an independent appraiser

Later extract: warrant to purchase one share of Common Stock (the “Warrants”), at an assumed offering price of $8.98 per Common Unit (which reflects our anticipated 1-for-200 reverse stock split that we expect to effect prior to consummating this Offering) (the &

Earlier extract: reement entered into by the Company and ThinkEquity LLC, as representative of the several underwriters named therein, dated [______], pursuant to which this Warrant was initially sold. “ VWAP ” means, for any date, the price determined by the first

Later extract: table expense allowance equal to 1.0% of the initial public offering price payable to the underwriters. We refer you to “Underwriting” beginning on page 96 for additional information regarding underwriters’ compensation. The Offering is being

Earlier extract: s of our Convertible Preferred Stock may convert their shares into a total of 700,000,000 shares of Common Stock (without giving effect to the reverse stock split). We intend to amend and restate our articles of incorporation redesignating the rights and prefe

Later extract: rmed under the laws of the State of Nevada (the “ Company ”), up to [●] shares of common stock, par value $0.001 per share, of the Company (the “ Warrant Shares ”), as subject to adjustment hereunder. This Warrant is issued pursua

Earlier extract: Common Stock, $0.001 par value per share (the “Common Stock”), at an assumed public offering price of $ per share of Common Stock, the last reported bid price of our Common Stock on the OTCID Basic Marketplace (the “OTCID”) on , 2025. O

Later extract: anization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of the Common Stock as determined by an independent appraiser

Earlier extract: table expense allowance equal to 1.0% of the initial public offering price payable to the underwriters. We refer you to “Underwriting” beginning on page 86 for additional information regarding underwriters’ compensation. We have granted a 45-

Later extract: reement entered into by the Company and ThinkEquity LLC, as representative of the several underwriters named therein, dated [______], pursuant to which this Warrant was initially sold. “ VWAP ” means, for any date, the price determined by the first