SUBSCRIPTION AGREEMENT


 


THIS
SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into by, and among MAMAMANCINI’S
HOLDINGS, INC., a Nevada corporation (the “Company”) and the individual and/or entity who executes this
Agreement as a purchaser (a “Purchaser”) of the Company’s shares of the Company’s Common Stock as
described below.


 


WHEREAS,
the Company is offering (the “Offering”) a minimum of Five Hundred Thousand ($500,000) Dollars (the “Minimum
Amount”) and up to Five Million ($5,000,000) Dollars (the “Maximum Amount”) of the Company’s shares
of common stock, $.001 par value(the “Shares”), at a price of $1.50 per share; and


 


WHEREAS,
the Company shall not close on any subscriptions hereunder unless the Minimum Amount has been subscribed for; and


 


WHEREAS, the
Shares will only be sold to “accredited investors” as such term is defined in Rule 501 of Regulation D
(“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”);


 


WHEREAS,
the Subscriber desires to purchase and the Company desires to sell that amount of Common Stock set forth on the signature page
here of on the terms and conditions herein after set forth;


 


NOW,
THEREFORE, in consideration of the premises and the mutual representations and covenants herein after set forth, the parties
hereto do hereby agree as follows:


 


	I.		SUBSCRIPTION FOR COMMON STOCK AND REPRESENTATIONS BY THE SUBSCRIBER





 


Subject to the
terms and conditions herein after set forth the Subscriber here by irrevocably subscribes for and agrees to purchase from the Company,
and the Company agrees to sell to the Subscriber, the amount of Common Stock equal to such Subscriber’s subscription amount
set forth on the signature page hereof. The Purchaser shall pay such purchase price, to Signature Bank, as escrow agent for Mamancini’s,
by check payable to Signature Bank, or by wire transfer of immediately available funds in accordance with the following wire instructions:


  




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1.1 In order to
subscribe for the Shares, each prospective investor will be required to (i) complete the Subscription Agreement and
Confidential Prospective Purchaser Questionnaire, which is attached as Exhibit A to the Subscription Agreement, and deliver
such executed documents to the Company, and (ii) submit payment for the Common Stock in the manner described in this Section.
Subscriptions are irrevocable.


 


The Subscription
Agreement is not binding on the Company until the Company has received the Subscriber’s executed Subscription Agreement,
Confidential Prospective Purchaser Questionnaire and the funds for the purchase of the Common Stock. The Company reserves the right
to reject in whole or in part, in its sole discretion, or to sell less than amount of Common Stock for which a prospective investor
has subscribed. If the Company rejects all or a portion of any subscription, it will promptly mail the subscriber a check for all,
or the appropriate portion of, the amount submitted with such subscriber’s subscription, without interest thereon or deduction
there from.


 


1.2 The Subscriber
recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (a)
the Company has a limited operating history and requires substantial funds in addition to the proceeds of the Offering;
(b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment
should consider investing in the Company and the Shares; (c) the Subscriber may not be able to liquidate its investment; (d)
transfer ability of the Common Stock; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire
investment; and (f) the Company has not paid any dividends since its inception and does not anticipate paying any
dividend.


 


1.3 The Subscriber
represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D
promulgated under the Securities Act, and that the Subscriber is able to bear the economic risk of an investment in the
Shares.


 


1.4 The Subscriber
hereby acknowledges and represents that (a) the Subscriber has knowledge and experience In business and financial matters,
prior investment experience, or the Subscriber has employed the services of a “purchaser representative”(as
defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by
the Company both to the Subscriber and to all other prospective investors in the Shares to evaluate the merits and risks of
such an investment on the Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature of this
investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes.


 


1.5 The
Subscriber hereby acknowledges it has received, carefully reviewed and understands the Private Placement Memorandum dated May 20,
2013 (the “PPM”), this Agreement, and all exhibits herein, and any documents which may have been made available
upon request as reflected therein (collectively referred to as the “Offering Materials”), and hereby represents
that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company,
the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and
has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives
of the Company concerning the Company and the terms and conditions of the Offering.


 




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1.6 (a)
In making the decision to invest in the Shares, the Subscriber has relied solely upon the information provided by the Company in
the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional
advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Common Stock here
under. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of
Subscriber’s consideration of an investment in the Common Stock other than the Offering Materials.


 


    (b) The
Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Common Stock by the Company (or an authorized
agent or representative thereof) and (ii) no shares of Common Stock were offered or sold to it by means of any form of general
solicitation or general advertising, and in connection there with, the Subscriber did not (A) receive or review any advertisement,
article, notice or other communication published in a news paper or magazine or similar media or broad cast over television or
radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose
attendees were invited by any general solicitation or general advertising.


 


1.7 The
Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or
the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated
by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s
own interests in connection with the transaction contemplated hereby.


 


1.8 The
Subscriber hereby acknowledges that the Offering has not been reviewed by the United States Securities and Exchange Commission
(the “SEC”) nor any state regulatory authority because the Offering is intended to be exempt from the registration
requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated there under. The Subscriber understands that
none of the Shares have been registered under the Securities Act or under any state securities or “blue sky” laws and
agrees not to sell, pledge, assign or otherwise transfer or dispose of the Shares unless they are registered under the Securities
Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.


 


1.9 The
Subscriber hereby represents that the Subscriber is purchasing the Shares for the Subscriber’s own account for investment
and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not
formed for the purpose of purchasing the Shares.


 




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1.10 The
Subscriber understands that there is no active current trading market for the Shares and no assurances can be given when, if
ever, an active market will develop for the Common Stock. The Subscriber understands that even if an active market develops
for the Common Stock, Rule 144 promulgated under the Securities Act (“Rule 144”) requires for
non-affiliates, among other conditions, a holding period that is the greater of six months from the Subscriber’s
investment date or one year after the Company has filed “Form 10 information” with the SEC, prior to the resale
of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities
Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation or register any of the Shares
under the Securities Act or any state securities or “blue sky” laws other than as set forth in Article V hereof.


 


1.11 The
Subscriber agrees that if and to the extent required by an underwriter of the Common Stock in a public offering, the under signed
will execute a “lock-up” agreement regarding some or all of the Common Stock issuable to the Subscriber pursuant to
this Subscription Agreement thereby agreeing not to sell such securities for a period of time after completion of the public offering
whether or not such securities are included in the public offering.


 


1.12 The
Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares that such Shares have
not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring
to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will
make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend
to be placed on each certificate shall be in form substantially similar to the following:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT
AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


1.13 The
Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s
principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity.


 


1.14 The
Subscriber represents that the Subscriber has full right, power and authority (corporate, statutory and otherwise) to execute and
deliver this Agreement and to purchase the Shares. This Agreement constitutes the legal, valid and binding obligation of the Subscriber,
enforceable against the Subscriber in accordance with its terms.


 


1.15 If
the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account,
Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement
on behalf of such entity has been duly authorized by such entity to do so.


 




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1.16 The
Subscriber acknowledges that at such time, if ever, as the Shares are “registered” (as such term is defined in Article
V hereof), sales of the Shares will be subject to state securities laws.


 


1.17 (a)
The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment
in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written
consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.


 


         (b) The Company
agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by law; provided,
however, that the Company may use the name of the Subscriber for any offering or in any registration statement filed pursuant to
Article V in which the Subscriber’s Shares are included.


 


1.18 The
Subscriber understands that the Shares are being offered and sold in reliance on specific exemptions from the registration requirements
of federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the
truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings set forth herein in order
to determine the applicability of such exemptions and the undersigned’s suitability to acquire the Shares.


 


1.19 The
Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents and their
respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses
incurred by them as a result of (a) any sale or distribution of the Shares in violation of the Securities Actor any applicable
state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber
to comply with any covenant made by the Subscriber in this Agreement or any other document furnished by the Subscriber to any of
the foregoing in connection with this transaction.


 


	II.		REPRESENTATIONS BY AND COVENANTS OF THE COMPANY



 


The Company hereby
represents and warrants to the Subscriber that:


 


2.1 The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full
corporate power and authority to conduct its business. The Company is not in violation of any of the provisions of its Articles
of Incorporation, by-laws or other organizational or charter documents including, but not limited to, all documents setting forth
and/or establishing the terms, rights, conditions and/or limitations of any of the Company’s stock (the “Internal
Documents”). The Company is duly qualified to conduct business and is in good standing as a foreign limited liability
company in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, would not result in a direct and/or indirect
(i) material adverse effect on the legality, validity or enforceability of any of its securities and/or this Subscription Agreement,
(ii) material adverse effect on the results of operations, assets, business or financial condition of the Company, or (iii) material
adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under the Offering
Materials (any of (i), (ii) or (iii), a “Material Adverse Effect”).


 




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2.2 The
Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated.
All corporate action on the part of the Company, its directors and stockholders necessary for the (i) authorization execution,
delivery and performance of this Agreement by the Company; and (ii) authorization, sale, issuance and delivery of the Shares contemplated
hereby and the performance of the Company’s obligations hereunder has been taken. This Agreement has been duly executed and
delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.
The Shares, when issued and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and
non assessable. The issuance and sale of the Shares contemplated hereby will not give rise to any preemptive rights or rights of
first refusal on behalf of any person which have not been waived in connection with this offering.


 


2.3 The
execution, delivery and performance of the Offering Materials and the consummation by the Company of the transactions contemplated
hereby and thereby, do not and will not (i) conflict with or violate any provision of the Company’s Internal Documents, (ii)
conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)
of, any material agreement, credit facility, debtor other instrument (evidencing a Company debt or otherwise), or other understanding
to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to
which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of
the Company is bound or affected.


 


2.4 The
Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority or other individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or
an agency or subdivision thereof) or other entity of any kind (a “Person”) in connection with the execution,
delivery and performance by the Company of the Offering Materials, the filing with the SEC of a Form D and filing other applicable
documents for purposes of state securities laws.


 




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2.5 The
Company possesses all licenses, certificates, authorizations and permits issued by the appropriate federal, state, local or foreign
regulatory authorities necessary to conduct the irrespective businesses, except where the failure to possess such permits would
not have or reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and it believes
it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted,
and the Company has not received any notice of proceedings relating to the revocation or modification of any Material Permit.


 


2.6 The
Company owns its property and assets free and clear of all mortgages, liens, loans, pledges, security interests, claims, equitable
interests, charges, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do
not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets
it leases, the Company is in compliance in all material respects with such leases and, to its knowledge, holds a valid leasehold
interest free of any liens, claims, or encumbrances.


 


2.7 The
Company owns, or possesses adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copy rights, inventions, licenses, approvals, governmental authorizations, trade secrets
and rights necessary to conduct its respective businesses as now and as disclosed to be conducted. The Company had previously received
a challenge to its use of the term “Sunday Sauce” as being an infringement by the Company of a previously owned trade
mark and the Company no longer uses the term “Sunday Sauce”. The company has received no challenges as to its use of
trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, other service marks, service mark registrations,
trade secrets or other similar rights of others, or of any such development of similar or identical trade secrets or technical
information by others and no claim, action or proceeding has been made or brought against, or to the Company’s knowledge, has been
threatened against, the Company except as previously disclosed in this Section 2.7, regarding trademarks, trade name rights, patents,
patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets or other
infringement, except where such infringement, claim, action or proceeding would not reasonably be expected to have either individually
or in the aggregate a Material Adverse Effect. The Company is not aware that any of its employees, officers, or consultants are
obligated under any contract (including licenses, covenants, or commitments of any nature) or other agreement, or subject to any
judgment, decree, or order of any court or administrative agency, that would interfere with the use of such employee’s, officer’s,
or consultant’s commercially reasonable efforts to promote the interests of the Company or that would conflict with the Company’s
business as conducted. Neither the execution nor delivery of the Offering Materials, nor the carrying on of the Company’s
business by the employees of the Company, as is presently conducted, nor the conduct of the Company’s business, will, to
the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a
default under, any contract, covenant, or instrument under which any of such employees, officers or consultants are now obligated.


 




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2.8 The
Company has made or filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction
to which it is subject, except when the failure to do so would not have a Material Adverse Effect, and has paid all taxes and other
governmental assessments and charges that are material in amount, show nor determined to be due on such returns, reports and declarations
otherwise due and payable, except those being contested in good faith and has set aside on its books reserves in accordance with
GAAP reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute
of limitations relating to the assessment or collection of any foreign, federal, statute or local tax. To the Company’s knowledge,
none of the Company’s tax returns is presently being audited by any taxing authority. To the Company’s knowledge, (i)
none of the tax returns of the Company are being audited by the Internal Revenue Service and (ii) the Company will not have a material
tax obligation under any federal or state tax return to be filed.


 


2.9 There
is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, currently
threatened against or affecting the Company, or any of its respective properties before or by any court, arbitrator, governmental
or administrative agency and/or regulatory authority (federal, state, county, local or foreign), (collectively, an “Action”)
which does and/or could (i) adversely affect or challenge the legality, validity or enforceability of any of the Offering Materials
and/or the Shares, if issued, or the consummation of the transactions contemplated hereby or thereby or (ii) if there were an unfavorable
decision, have, either individually or in the aggregate, a Material Adverse Effect. The foregoing includes, without limitation,
actions, pending or threatened (or any basis there for known to the Company), involving the prior employment of any of the Company’s
employees, their use in connection with the Company’s business of any information or techniques allegedly proprietary to
any of their former employers, or their obligations under any agreements with prior employers. The Company is not a party or subject
to the provisions of any order, writ, injunction, judgment, or decree of any court or government agency or instrumentality.


 


2.10 Neither
the Company, nor any of their affiliates nor any person acting on their behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of any
of the Shares.


 


2.11 Neither
the Company, nor any of their affiliates nor any person acting on their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of
the Shares under the Securities Actor cause the Offering to be integrated with prior offerings by the Company for purposes of the
Securities Actor any applicable stockholder approval provisions, including without limitation, under the rules and regulations
of any exchange or automated quotation system on which any of the securities of the Company are listed or designated if such integration
would require registration of the Shares under the Securities Act. Neither the Company, nor their affiliates nor any person acting
on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the
Shares under the Securities Act.


 




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2.12 If the Offering
is conducted in accordance with the Offering Materials, neither the sale of the Shares by the Company here under nor its use
of the proceeds there of will violate any applicable provisions of the Trading with the Enemy Act, as amended, or any of the
foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
any enabling legislation or executive order relating thereto as a result of Company actions. Without limiting the foregoing,
the Company (a) is not a person whose property or interests in property are blocked 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)) or (b) does not engage in any dealings or transactions, or is not otherwise
associated, with any such person. The Company is in compliance with all applicable provisions of the USA Patriot Act of 2001
(signed into law October 26, 2001).


 


	III.		TERMS OF SUBSCRIPTION



 


3.1 All
Subscriptions are irrevocable and funds paid here under shall be deposited in the Company’s account as provided herein.


 


3.2 A
stock certificate representing the Shares purchased by the Subscriber pursuant to this Agreement will be prepared and delivered
to the Subscriber within 10 days of the Closing of this Offering.


 


3.3 the
Subscriber hereby authorizes and directs the Company to deliver such certificate to the address set forth on the signature page
to this Subscription Agreement.


 


	IV.		RESERVED.



 


	V.		REGISTRATION RIGHTS



 


5.1 Definitions.
As used in this Agreement, the following terms shall have the following meanings.


 


(a) The
term “Holder” shall mean any person owning or having the right to acquire Registrable Securities (as defined
below) or any permitted transferee of a Holder.


 


(b) The
terms “register,” “registered” and “registration” refer to a registration effected by preparing
and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or order of
effectiveness of such registration statement or document.


 


(c) The
term “Registrable Securities” shall mean the Shares, provided, however, that securities shall
only be treated as Registrable Securities if and only for so long as they (A) have not been disposed of pursuant to a registration
statement declared effective by the SEC; (B) have not been sold in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect there to are removed
upon the consummation of such sale; (C) are held by a Holder or a permitted transferee of a Holder pursuant to Section 5.8;
and (D) may not be disposed of under Rule 144 under the Securities Act without restriction.


 




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(d) The
term “SEC Guidance” means (i) any publicly-available written or oral guidance, requirements or notice of the
staff of the SEC, and (ii) the Securities Act.


 


(e) The
term “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended
or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same
purpose and effect as such Rule.


 


5.2 Resale
Registration Statement. The Company will use its commercially reasonable best efforts to file a registration statement
(the “Registration Statement”), ninety (90) days after the closing of the Maximum Amount under this
Offering (the “Filing Date”), covering there sale of all or such portion of the Registrable Securities as
permitted by SEC Guidance, for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement
filed pursuant to this Section 5.2 shall be on Form S-1, except if the Company is not then eligible to register for
resale the Registrable Securities on Form S-1,in which case such registration shall be on another appropriate form.


 


5.3 Registration
Procedures. Whenever required under this Article V to include Registrable Securities in a Company registration statement,
the Company shall, as expeditiously as reasonably possible:


 


(a) Use
its best efforts to (i) cause such registration statement to become effective, and (ii) cause such registration statement to
remain effective until the earliest to occur of (A) such date as the sellers of Registrable Securities (the “Selling
Holders”) have completed the distribution described in the registration statement and (B) such time that all of
such Registrable Securities are no longer, by reason of Rule 144 under the Securities Act, required to be registered for the
sale thereof by such Holders. The Company will also use its commercially best efforts to, during the period that such
registration statement is required to be maintained hereunder, file such post-effective amendments and supplements there to
as may be required by the Securities Act and the rules and regulations there under or otherwise to ensure that the
registration statement does not contain any untrue statement of material fact or omit to state a fact required to be stated
there in or necessary to make the statements contained therein, in light of the circumstances under which they are made, not
misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a
post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by
Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the
information set forth in the registration statement, the Company may incorporate by reference information required to be
included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)in the registration
statement.


 




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(b) Prepare
and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with
such registration statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.


 


(c) Furnish
to the Selling Holders such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from
time to time, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.


 


(d) Use
commercially best efforts to register and qualify the securities covered by such registration statement under such other federal
or state securities laws of such jurisdictions as shall be reasonably requested by the Selling Holders; provided, however,
that the Company shall not be required in connection there with or as a condition thereto to qualify to do business or to file
a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act.


 


(e) In
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing under writer of such offering. Each Selling Holder participating in such underwriting shall
also enter into and perform its obligations under such an agreement.


 


(f) Cause
all such Registrable Securities registered hereunder to be listed on each securities exchange or quotation service on which similar
securities issued by the Company are then listed or quoted.


 


(g) Provide
a transfer agent for all Registrable Securities registered pursuant here under and CUSIP number for all such Registrable Securities,
in each case not later than the effective date of such registration.


 


(h) Cooperate
with the Selling Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing the Registrable Securities to be sold, which certificates will not bear any restrictive legends; and enable such Registrable
Securities to be in such denominations and registered in such names as the managing underwriters, if any, shall request at least
two business days prior to any sale of the Registrable Securities to the underwriters.


 


(i)  Comply with all applicable rules and regulations of the SEC.




 


5.4 Furnish
Information. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Article
V with respect to the Registrable Securities of any Selling Holder that such Holder shall furnish to the Company such information
regarding the Holder, the Registrable Securities held by the Holder, and the intended method of disposition of such securities
as shall be reasonably required by the Company to effect the registration of such Holder’s Registrable Securities.


 




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5.5 Registration
Expenses. The Company shall bear and pay all registration expenses incurred in connection with any registration, filing
or qualification of Registrable Securities with respect to registration pursuant to Section 5.2 here of for each
Holder, but excluding (i) legal expenses of the Holders and (ii) underwriting discounts and commissions relating to
Registrable Securities.


 


5.6 No
Injunction. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration
as the result of any controversy that might arise with respect to the interpretation or implementation of this Article V.


 


5.7 Indemnification.
In the event that any Registrable Securities are included in a registration statement under this Article V:


 


(a) To
the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities
Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act
or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under
the Securities Act or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):(i)
any untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation by the Company of the
Securities Act, the Exchange Act, or any rule or regulation promulgated under the Securities Act or the Exchange Act, and the Company
will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this Section 5.7(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or
action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.


 




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(b) To the extent
permitted by law, each Selling Holder will indemnify and hold harmless the Company, each of its directors, each of
its officers, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any
other Holder selling securities in such registration statement and any controlling person of any such underwriter or other
Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may
become subject, under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for
use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably
incurred by any person intended to be indemnified pursuant to this Section 5.7(b), in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement
contained in this Section 5.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably
withheld; provided, further, that, in no event shall any indemnity under this Section 5.7(b)exceed the
lesser of the cash value of the (i) net proceeds from the Offering received by such Holder or (ii) such Holder’s
investment pursuant to this Agreement as set forth on the signature page attached hereto.


 


(c) Promptly after receipt by an indemnified
party under this Section 5.7 of notice of the commencement of any action (including any governmental action), such indemnified
party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.7, deliver
to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume
the defense thereof with counsel selected by the indemnifying party and approved by the indemnified party (whose approval shall
not be unreasonably withheld); provided, however, that an indemnified party (together with all other indemnified parties which
may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses
to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying
party of any liability to the indemnified party under this Section 5.7, but the omission so to deliver written notice to
the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this
Section 5.7.


 


(d) If
the indemnification provided for in this Section 5.7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party,
in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party
as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault
of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions
that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the alleged omission to state a material fact relates to information supplied
by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission.


 






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(e) Notwithstanding the
foregoing, to the extent that the provisions on indemnification and contribution contained in an underwriting agreement
entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions
in such underwriting agreement shall control.


 


(f) The obligations
of the Company and Holders under this Section 5.7  shall
survive the completion of the Offering.


 


5.8 Permitted
Transferees. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company
under this Article V may be assigned in full by a Holder in connection with a transfer by such Holder of its
Registrable Securities, to (a) any partner or retired partner of a Holder that is a partnership, or (b) any family member or
trust for the benefit of any individual Holder, provided that (i) such Holder gives prior written notice to the Company; (ii)
such transferee agrees to comply with the terms and provisions of this Agreement; (iii) such transfer is otherwise in
compliance with this Agreement; and (iv) such transfer is otherwise effected in accordance with applicable securities laws.
Except as specifically permitted by this Section 5.8, the rights of a Holder with respect to Registrable Securities as
set out herein shall not be transferable to any other person, and any attempted transfer shall cause all rights of such
Holder therein to be forfeited.


 


VI.       MISCELLANEOUS






 


6.1 Any notice or other
communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, or delivered by hand against written receipt therefor, addressed as follows:


 


If to the Company:


 


Mama
Mancini’s Holdings, Inc.


25 Branca Road


East Rutherford,
NJ 07073


Attn: Carl Wolf,
CEO


 


if to the Subscriber,
to the Subscriber’s address indicated on the signature page of this Agreement.


 


Notices shall
be deemed to have been given or delivered on the date of mailing, except notices of change of address, which shall be deemed to
have been given or delivered when received.


 


6.2 Except as
otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the parties
to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged.


 






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6.3 Subject to the
provisions of Section 5.8, this Agreement shall be binding upon and inure to the benefit of the parties hereto and to their
respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.


 


6.4 Upon
the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of the Common Stock as herein provided, subject, however, to the right hereby reserved by the Company
to enter into the same agreements with other subscribers and to add and/or delete other persons as subscribers.


 


6.5 This Subscription
Agreement and all issues arising out of the Offering will be governed by and construed solely and exclusively under and
pursuant to the laws of the State of New York as applied to agreements among New York residents entered into and to be
performed entirely within New York. Each of the parties hereto expressly and irrevocably (1) agrees that any legal suit,
action or proceeding arising out of or relating to this Agreement will be instituted exclusively in New York State Supreme
Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waives any
objection which Company may have now or hereafter to the venue of any such suit, action or proceeding, and (3) consents to
the jurisdiction of either the New York State Supreme Court, County of New York, or the United States District Court for the
Southern District of New York in any such suit, action or proceeding. Each of the parties hereto further agrees to accept and
acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State
Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agree
that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of
process upon it, in any such suit, action or proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR
AGREEMENT CONTEMPLATED HEREBY. THE PARTY PREVAILING THEREIN SHALL BE ENTITLED TO PAYMENT FROM THE OTHER PARTY HERETO OF ALL
OF ITS REASONABLE COUNSEL FEES AND DISBURSEMENTS.


 


6.6 The holding of any
provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be
declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such
provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law
and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and
enforceable to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other
covenant or provision unless so expressed herein.


 






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6.7 It is agreed that a
waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any
subsequent breach by that same party.


 


6.8 All of the
representations and warranties contained in this Subscription Agreement shall survive execution and delivery of this
Subscription Agreement and the undersigned’s investment in the Company.


 


6.9 The parties agree
to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this Agreement.


 


6.10 This Agreement may
be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.


 


6.11 Nothing in this
Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.


 


(Signature Pages to Follow)


 




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IN
WITNESS WHEREOF, the undersigned have executed this Subscription Agreement as of__________, 2013.


 




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SUBSCRIPTION AGREEMENT COUNTERPART
SIGNATURE PAGE


[COMPANY
OR TRUST]


 


The undersigned
hereby represents, warrants and covenants that the undersigned is duly authorized by the prospective investor to take all requisite
action on the part of the prospective investor listed below to enter into this Agreement and, further, that the prospective investor
has all requisite authority to enter into such Agreement.


 


The undersigned
represents and warrants that each of the above representations, agreements or understandings set forth herein applies to the prospective
investor and that the undersigned has authority under the charter, by-laws, corporate resolutions or trust agreement of such prospective
investor to execute this Agreement.


 





	 	 
	Name of Company (Please type
or print)	 






 





	By:	 	 
	Name:	 	 
	Title:	 	 


 


	 	Amount of (check one)
	 	____check enclosed or _____wire transfer:


 


	Amount of Common Stock	 	 
	Subscribed for: Number of Shares x $1.50 per share	$	 


 







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SUBSCRIPTION
AGREEMENT
COUNTERPART SIGNATURE
PAGE


[PARTNERSHIP]


 


If
the prospective investor is a PARTNERSHIP, complete the following and enclose a true copy of the Partnership Agreement of the
prospective investor:


 


The undersigned
hereby represents, warrants and covenants that the undersigned is a general partner of the prospective investor named below, is
duly authorized by the prospective investor to enter into this Agreement, and that the prospective investor has all requisite authority
to enter into this Agreement and set forth below are the names of all Partners of the prospective investor.


 


The undersigned
represents and warrants that each of the above representations, agreements or undertakings set forth herein applies to the prospective
investor and that the undersigned is authorized by such prospective investor to execute this Agreement.


 





	 	 
	Name of Company (Please type
or print)	 






 





	By:	 	 
	Name:	 	 
	Title:	 	 


 





	Names of Partners:	 	Signature:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Add additional Sheets if necessary


 


	 	Amount of (check one)
	 	____check enclosed or
    wire transfer:______


 





	Amount
    of Common Stock Subscribed for: Number of Shares x $1.50 per share	$	 







 






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SUBSCRIPTION
AGREEMENT
COUNTERPART SIGNATURE PAGE


[INDIVIDUAL]





If the prospective investor
is an individual, please execute this Agreement below. Name of individual (Please type or print)


	 	 
	 	 	 
	By:		 
	Name:		 



 


And (if applicable)


 





	By:		 
	Name:		 


 


HOW COMMON STOCK WILL
BE HELD:


 


	 	Individually	 	
	 	JTWROS	 	
	 	TBTE	 	 


 





	 	Amount of (check one)
	 	____check enclosed or
    wire transfer:______


 





	Amount
    of Common Stock Subscribed for: Number of Shares x $1.50 per share	$	 


 


*If investment is taken in joint names, both
must sign.


 




    	20



    	 



    





 


[ACCEPTANCE PAGE FOR SUBSCRIPTION AGREEMENT]


 


Agreed to and accepted as of____________________________, 2013.


 


MAMAMANCINI’S HOLDINGS, INC.


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 








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CERTIFICATE OF SIGNATORY


 


(To be completed if the Common Stock is being subscribed for by
an entity)





 


I,______________________________________, am the ___________________________________,
of


_________________________________________________(the “Entity”).


 


I certify that I am empowered and duly authorized by the Entity
to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Common Stock, and certify further
that the Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding
obligation of the Entity.


 


IN WITNESS WHEREOF, I have set my hand this_________ day
of_____________________________, 2013


 


	 	 	 
	(Signature)	 	 






 




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Exhibit
A Purchaser Questionnaire







 






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