COMMON STOCK PURCHASE WARRANT SMART FOR LIFE, INC.Smart for Life, Inc. • December 15th, 2023 • Medicinal chemicals & botanical products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Sabby Volatility Warrant Master Fund, Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 4, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Nevada corporation (the “Company”), up to 327,410 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2023, between Smart for Life, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 8, 2022, Smart for Life, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
DEBENTURE PRE-FUNDED COMMON STOCK PURCHASE WARRANT smart for life, inc.Smart for Life, Inc. • December 9th, 2022 • Medicinal chemicals & botanical products
THIS DEBENTURE PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Sabby Volatility Warrant Master Fund, Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Delaware corporation (the “Company”), up to 1,180,447 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. On each of the following (i) the Reverse Stock Split Date, (ii) the date that Shareholder Approval (as defined in Section 5) is obtained and deemed effective and (iii) the Effective Date (each, a “Reset Date”), if the lowest VWAP during the 5 consecutive Trading Days commencing on the Reset Date (the “Market Price”) (provided if the any of the above events is effective after cl
12% Unsecured SUBORDINATED CONVERTIBLE DEBENTURE DUE November 30, 2022Smart for Life, Inc. • December 16th, 2021 • Medicinal chemicals & botanical products • New York
THIS 12% UNSECURED SUBORDINATED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12% Unsecured Subordinated Convertible Debentures of Smart for Life, Inc., a Delaware corporation (the “Company”), having its principal place of business at 990 Biscayne Blvd., Suite 503, Miami, Florida 33132, designated as its 12% Unsecured Subordinated Convertible Debenture due November 30, 2022 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT BONNE SANTÉ GROUP, INC.Common Stock Purchase Warrant • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the Forbearance Agreement relating to the $262,500.00 senior secured convertible promissory note to the Holder (as defined below) (the “Note”), Leonite Capital, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Bonne Santé Group, Inc., a Delaware corporation (the “Company”), up to the number of shares of the Common Stock of the Company, $0.0001 par value per share (the “Common Stock”) as determined by dividing the Warrant Value (as defined below) by the Applicable Price Per Share (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Pri
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
SUBSIDIARY GUARANTEE, dated as of November 5, 2021 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Smart for Life, Inc., a Delaware corporation (the “Company”) and the Purchasers.
1,440,000 SERIES B WARRANTS SMART FOR LIFE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
The undersigned, Smart for Life, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Dawson James Securities, Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANTS OF SMART FOR LIFE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
The undersigned, Smart for Life, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Dawson James Securities, Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 14th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated _________, by and between Smart for Life, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • October 21st, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Delaware
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated October 17, 2022, by and between Smart for Life, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Director”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 14th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Smart for Life, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
STOCK OPTION AGREEMENTStock Option Agreement • January 14th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Smart for Life, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).
WARRANT AGENT AGREEMENTWarrant Agreement • February 23rd, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
☐ if permitted the cancellation of such number of Series B Warrant Shares as is necessary, in accordance with the formula set forth in Section 3.3.6 of the Warrant Agreement (as defined in the Warrant Certificate), to exercise this Series B Warrant with respect to the maximum number of Series B Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 3.3.6 of the Warrant Agreement.
ContractSmart for Life, Inc. • December 9th, 2022 • Medicinal chemicals & botanical products • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 14th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Smart for Life, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
NOTE AGREEMENTNote Agreement • May 30th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc. (formerly, Bonne Sante Group, Inc.), a Nevada corporation (the “Company”), and Justin Francisco and Steven Rubert (together, the “Holder” and, collectively with the Company, the “Parties”).
ContractSmart for Life, Inc. • December 16th, 2021 • Medicinal chemicals & botanical products • Florida
THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
DIRECTOR FEES CONVERSION AGREEMENTDirector Fees Conversion Agreement • May 30th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS DIRECTOR FEES CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and Arthur Reynolds (the “Director” and, together with the Company, the “Parties”).
SECOND AMENDED AND RESTATED PROMISSORY NOTESmart for Life, Inc. • December 16th, 2021 • Medicinal chemicals & botanical products • Florida
This Note is given in renewal and substitution of that certain Promissory Note executed by Borrower in favor of Lender dated December 31, 2020 in the amount of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000.00) (the “Old Note”). This Note renews the obligations evidenced by the Old Note. The Old Note shall, in its entirety, be superseded, amended, and restated by this Note and payment of the indebtedness thereunder shall be governed by this Note. Borrower hereby renews and extends its covenant and agreement to pay the indebtedness evidenced by the Old Note, as amended and restated pursuant to this Note, and Borrower hereby renews and extends its covenant and agreement to perform, comply with, and be bound by each and every term and provisions of the Old Note, as amended and restated by the terms of this Note. Borrower confirms and agrees that this Note is, and shall continue to be, secured by the Security Documents (as defined in the Loan Agreement) and the Loan Docum
ContractSmart for Life, Inc. • December 16th, 2021 • Medicinal chemicals & botanical products • Florida
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
CORPORATE GUARANTYCorporate Guaranty • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
This GUARANTY (this “Guaranty”), dated as of December 18, 2020, is made by Bonne Santé Natural Manufacturing, Inc. f/k/a Millennium Natural Manufacturing Corp., a Florida corporation, with a business address located at 900 Biscayne Blvd, Suite R107, Miami, FL 33132 (“Guarantor”), in favor and for the benefit of PEAH CAPITAL, LLC, a Delaware limited liability company with a business address located at 2650 NW 5th AVE, FL 33129, (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Delaware
This EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of July 1, 2020, is entered into between Bonne Santé Group, Inc. a Delaware corporation (the “Company” or “BSG”), and Alfonso J. Cervantes, an individual (“Executive”).
SECURITIES PURCHASE AGREEMENT dated as of March 14, 2022 among SMART FOR LIFE, INC., CEAUTAMED WORLDWIDE, LLC, RMB INDUSTRIES, INC., RTB CHILDRENS TRUST, AND D&D HAYES, LLC SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
SECURITIES PURCHASE AGREEMENT, dated as of March 14, 2022 (the “Agreement”), among SMART FOR LIFE, INC., a Delaware corporation (the “Buyer”), CEAUTAMED WORLDWIDE, LLC, a Florida limited liability company (the “Company”), RMB INDUSTRIES, INC. (“RMB”), RTB CHILDRENS TRUST (“RTB”) and D&D HAYES, LLC (“D&D”, and together with RMB and RTB, the “Sellers”).
BONNE SANTÉ GROUP, INC. FUTURE EQUITY AGREEMENTFuture Equity Agreement • January 14th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Delaware
This Future Equity Agreement (this “Agreement”), dated as of May 14, 2018, is by and among Bonne Santé Group, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (each a “Purchaser” and collectively, the “Purchasers”).
DEFERRED COMPENSATION CONVERSION AGREEMENTDeferred Compensation Conversion Agreement • May 30th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS DEFERRED COMPENSATION CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and Alfonso J. Cervantes, Jr. (the “Executive” and, together with the Company, the “Parties”).
March 8, 2019 To the Purchasers Named on Schedule A of the Bonne Santé Group, Inc. Secured Promissory Note Purchase Agreement Ladies and Gentlemen:Smart for Life, Inc. • January 14th, 2022 • Medicinal chemicals & botanical products
Reference is made to that certain Secured Promissory Note Purchase Agreement by and among Bonne Santé Group, Inc., a Delaware corporation (the “Company”) and the purchasers named on the Schedule A (the “Purchasers”) and the Secured Promissory Notes issued to the Purchasers in connection therewith (the “Notes”).
To the Purchasers Named in the Bonne Santé Group, Inc. Secured Promissory Note Purchase Agreement Ladies and Gentlemen:Smart for Life, Inc. • January 14th, 2022 • Medicinal chemicals & botanical products
Reference is made to that certain Secured Promissory Note Purchase Agreement by and among Bonne Santé Group, Inc., a Delaware corporation (the “Company”) and the purchasers named in the Secured Promissory Note Purchase Agreement (the “Purchasers”) and the Secured Promissory Notes issued to the Purchasers in connection therewith (the “Notes”).
DEBENTURE PURCHASE AGREEMENTDebenture Purchase Agreement • October 5th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
This DEBENTURE PURCHASE AGREEMENT, dated as of __________, 2022 (this “Agreement”), is entered into by and among SMART FOR LIFE, INC., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (such purchasers, together with their respective successors and permitted assigns, each a “Purchaser” and, collectively, the “Purchasers”).
AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • January 14th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 2 TO THE LICENSE AGREEMENT (the “Amendment No. 2”) is effective as of August 1, 2021, and is entered into by and between ABG-SI LLC (“Licensor”), on the one hand, and GSP Nutrition, Inc. (“Licensee”), on the other hand, concerning that certain License Agreement dated as of January 1, 2020 (the “Original Agreement”) and amended as of June 1, 2020 (“Amendment No. 1” and together with the Original Agreement, the “Agreement”).
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale and Assignment and Assumption Agreement • February 2nd, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products
This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of January 29, 2024 (this “Bill of Sale and Assignment and Assumption Agreement”), is made and entered into by and among First Health FL LLC, a Delaware limited liability company (“Purchaser”), Ceautamed Worldwide, LLC, a Florida limited liability company (“Ceautamed”), Wellness Watchers Global, LLC, a Florida limited liability company (“WWG”), and Greens First Female, LLC, a Florida limited liability company (“GFF”; each of Ceautamed, WWG and GFF are referred to individually as a “Seller” and collectively as the “Sellers”), pursuant to and in accordance with that certain Asset Purchase Agreement, dated as of the date hereof (the “Agreement”), by and among the Purchaser, the Sellers and the other parties thereto, which Agreement provides, among other things, for the purchase of the Purchased Assets by Purchaser and the assumption of the Assumed Liabilities by Purchaser. All capitalized terms used herein and not defined
ContractSmart for Life, Inc. • December 16th, 2021 • Medicinal chemicals & botanical products • Florida
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
LOAN AGREEMENTLoan Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Nevada
LOAN AGREEMENT (“Agreement”), dated as of July 1, 2021 by and between Bonne Santé Group, Inc., a Delaware corporation (“BSG”), Bonne Santé Natural Manufacturing, Inc. f/k/a Millenium Natural Manufacturing Corp., a Florida corporation (“BSG Manufacturing”) and Doctors Scientific Organica, LLC, a Florida limited liability company (“DSO” and together with BSG and BSG Manufacturing, “Borrower”), and Diamond Creek Capital, LLC, a Delaware limited liability company (“Lender”).
LICENSE AGREEMENTLicense Agreement • January 14th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT (“Amendment”) is effective as of June 1, 2020, and is entered into by and between ABG-SI, LLC (“Licensor’’), and GSP Nutrition, Inc. (“Licensee”), concerning that certain License Agreement by and between Licensor and Licensee dated as of January 1, 2020 (the “Agreement”). Licensor and Licensee may be hereinafter referred to, each individually, as a “Party”, and collectively, as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
This LOAN AND SECURITY AGREEMENT (for Senior Secured Credit Facility), dated as of December 18, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Bonne Santé Natural Manufacturing, Inc. f/k/a Millenium Natural Manufacturing Corp., a Florida corporation (“Manufacturing”), and Bonne Santé Group, Inc., a Delaware corporation (“Group” and together with Manufacturing are herein collectively referred to as the “Borrower,” or “Borrowers,” on the one hand, and Peah Capital, LLC, a Delaware limited liability company, on the other hand (the “Lender”). Collectively, the Borrowers and the Lender shall be referred to as the “Parties.”
