SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 18, 2024, by and between Healthy Choice Wellness Corp. (the “Company”), and each investor that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
ORIGINAL ISSUE DISCOUNT PROMISSORY NOTEHealthy Choice Wellness Corp. • February 13th, 2024 • Retail-grocery stores
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE (the “Note”) is duly authorized and validly issued at a 10% original issue discount by Healthy Choice Wellness Corp. (the “Company”).
TRANSITION SERVICES AGREEMENT by and between HEALTHIER CHOICES MANAGEMENT CORP. and HEALTHY CHOICE WELLNESS CORP. Dated as of December 11, 2023Transition Services Agreement • December 21st, 2023 • Healthy Choice Wellness Corp. • Retail-grocery stores • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 11, 2023, is made by and between HEALTHIER CHOICES MANAGEMENT CORP., a Delaware corporation (“HCMC”), and HEALTHY CHOICE WELLNESS CORP., a Delaware corporation (“SpinCo”, and together with HCMC each a “Party” and, collectively, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between HEALTHIER CHOICES MANAGEMENT CORP. and HEALTHY CHOICE WELLNESS CORP. Dated as of December 11, 2023Separation and Distribution Agreement • February 13th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of December 11, 2023 is made by and between HEALTHIER CHOICES MANAGEMENT CORP., a Delaware corporation (“HCMC”), and HEALTHY CHOICE WELLNESS CORP., a Delaware corporation (“SpinCo”, and together with HCMC each a “Party” and, collectively, the “Parties”).
TAX MATTERS AGREEMENT by and between HEALTHIER CHOICES MANAGEMENT CORP. and HEALTHY CHOICE WELLNESS CORP. Dated as of December 11, 2023Tax Matters Agreement • December 21st, 2023 • Healthy Choice Wellness Corp. • Retail-grocery stores • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of December 11, 2023, is made by and between HEALTHIER CHOICES MANAGEMENT CORP., a Delaware corporation (“Parent”), and HEALTHY CHOICE WELLNESS CORP., a Delaware corporation (“SpinCo”, and together with HCMC each a “Party” and, collectively, the “Parties”).
EMPLOYEE MATTERS AGREEMENT by and between HEALTHIER CHOICES MANAGEMENT CORP. and HEALTHY CHOICE WELLNESS CORP. Dated as of December 11, 2023Employee Matters Agreement • December 21st, 2023 • Healthy Choice Wellness Corp. • Retail-grocery stores
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of December 11, 2023, is made by and between HEALTHIER CHOICES MANAGEMENT CORP., a Delaware corporation (“HCMC”), and HEALTHY CHOICE WELLNESS CORP., a Delaware corporation (“SpinCo”, and together with HCMC each a “Party” and, collectively, the “Parties”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • New York
This First Amendment to that certain Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2024, between Healthy Choice Wellness Corp. (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the SPA (as defined below).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 24th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, <HOLDER>., 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 Initial Exercise Date (as defined below) and on or prior to the close of business on the fifth year anniversary of the date of the IPO (the “Termination Date”) but not thereafter, to subscribe for and purchase from Healthy Choice Wellness Corp. (the “Company”), up to <WARRANT SHARES> shares (subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to a Securities Purchase Agreement (“Purchase Agreement”) entered into as of January 18, 2024, as amended, among the Company and the Purch
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • New York
