COMMON STOCK PURCHASE WARRANT SMART FOR LIFE, INC.Common Stock Purchase Warrant • June 7th, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ 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 December 3, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Nevada corporation (the “Company”), up to _____ 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).
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”).
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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Smart for life, inc.Pre-Funded Common Stock Purchase Warrant • May 23rd, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Nevada corporation (the “Company”), up to ______ 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).
COMMON STOCK PURCHASE WARRANT SMART FOR LIFE, INC.Common Stock Purchase Warrant • June 5th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital 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 November 20, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Nevada corporation (the “Company”), up to 584,892 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).
12% Unsecured SUBORDINATED CONVERTIBLE DEBENTURE DUE November 30, 2022Convertible Security Agreement • December 16th, 2021 • Smart for Life, Inc. • 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.Security Agreement • 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.
WARRANT AGENT AGREEMENTWarrant Agent 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.
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT smart for life, inc.Common Stock Purchase Agreement • December 9th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Anson East Master Fund LP 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 August 14, 2022 (the “Initial Exercise Date”) and on or prior to August 14, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Delaware corporation (the “Company”), up to 10,044,143 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).
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.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SMART FOR LIFE, INC.Placement Agent Common Stock Agreement • June 7th, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ 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 December 3, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Nevada corporation (the “Company”), up to _____ 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). This Warrant is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of May 30, 2024.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT smart for life, inc.Pre-Funded Common Stock Agreement • December 9th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Anson East Master Fund LP 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 71,664 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).
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”).
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”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • April 24th, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Nevada
The Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”), which may include membership on one or more committees of the Board, and the Director desires to accept such appointment to serve on the Board, effective as of the Effective Date (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 24th, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Nevada
INDEMNIFICATION AGREEMENT (this “Agreement”), dated April 18, 2024, by and between Smart for Life, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Indemnitee”).
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”).
ContractCommon Stock Purchase Warrant • December 9th, 2022 • Smart for Life, Inc. • 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.
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”).
DEBENTURE PRE-FUNDED COMMON STOCK PURCHASE WARRANT smart for life, inc.Debenture Agreement • December 9th, 2022 • Smart for Life, Inc. • 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
SECURITIES PURCHASE AGREEMENT dated as of April 3, 2024 among SMART FOR LIFE, INC. AND PURELY OPTIMAL NUTRITION INC., TAN ENTERPRISES, INC., AVALIANT HOLDINGS CORPORATION, DANNEL TAN, JASON KWAN AND TIMUR KIMSecurities Purchase Agreement • April 9th, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
THIS SECURITIES PURCHASE AGREEMENT is dated as of April 3, 2024 (the “Agreement”), between and among (i) Smart For Life, Inc., a Delaware corporation (the “Buyer”); (ii) Purely Optimal Nutrition Inc., a company continued under the laws of British Columbia (the “Company”); (iii) Tan Enterprises Inc., a British Columbia corporation (“Tan Enterprises”), (iv) Avaliant Holdings Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Avaliant”) and (v) Timur Kim, an individual (“Kim” and together with Tan Enterprises and Avaliant, hereinafter sometimes collectively referred to as the “Sellers”); (vi) Dannel Tan, an individual who is the sole owner of 100% of Tan Enterprises (“Tan”) and (vii) Jason Kwan, an individual who is the sole owner of 100% of Avaliant (“Kwan”). Tan Enterprises and Avaliant are sometimes hereinafter referred to as the “Seller Entities” in this Agreement. The Sellers, Tan and Kwan are sometimes hereinafter referred to as the “Seller
ContractCommon Stock Purchase Warrant • December 16th, 2021 • Smart for Life, Inc. • 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 NOTEPromissory Note • December 16th, 2021 • Smart for Life, Inc. • 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
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”).
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
EMPLOYMENT AGREEMENT (this “Employment Agreement”) dated as of December 12, 2020, between Bonne Santé Group, Inc. a Delaware company (the “Company” or “BSG”), and Alan Bergman, an individual (the “Employee”).
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:Secured Promissory Note Purchase Agreement • January 14th, 2022 • Smart for Life, Inc. • 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:Secured Promissory Note Purchase Agreement • January 14th, 2022 • Smart for Life, Inc. • 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”).
