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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • New York
The undersigned, Healthy Choice Wellness Corp., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates (which, for the avoidance of doubt, does not include Healthier Choices Management Corp (“HCMC”)), including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Healthy Choice Wellness Corp., 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 Maxim Group LLC 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
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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • New York
The undersigned, Healthy Choice Wellness Corp., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates other than Healthier Choices Management Corp (“HCMC”), including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Healthy Choice Wellness Corp., 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 Maxim Group LLC 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. Maxim Group LLC is acting as the s
AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT by and between HEALTHIER CHOICES MANAGEMENT CORP. and HEALTHY CHOICE WELLNESS CORP. Dated as of September 13, 2024Separation and Distribution Agreement • September 19th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • Delaware
THIS AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of September 13, 2024 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”).
Restricted Stock Award AgreementRestricted Stock Award Agreement • August 30th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of ______, 2024 (the “Grant Date”) by and between Healthy Choice Wellness Corp., a Delaware corporation (the “Company”), and [____________] (the “Grantee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 26th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • Delaware
This Indemnification Agreement (the “Agreement”) is entered into as of ______________, 2024, by and between Healthy Choice Wellness Corp., a Delaware corporation (the “Company”), and _________________ (the “Indemnitee”) and replaces any and all Indemnification Agreements previously entered into between the Parties:
Healthy Choice Wellness Corp. Attn: Jeffrey HolmanHealthy Choice Wellness Corp. • August 30th, 2024 • Retail-grocery stores • New York
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
LOAN AND SECURITY AGREEMENT Dated as of July 18, 2024 by and among HEALTHY CHOICE WELLNESS CORP., As the Borrower, HEALTHY CHOICE MARKETS, INC., HEALTHY CHOICE MARKETS 2, LLC, HEALTHY CHOICE MARKETS 3, LLC, HEALTHY CHOICE MARKETS 3, REAL ESTATE, LLC,...Loan and Security Agreement • August 30th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • New York
This Loan and Security Agreement, dated as of July 18, 2024 (this “Agreement”), is made among Healthy Choice Wellness Corp., a Delaware corporation (the “Borrower”), Healthy Choice Markets, Inc. (dba “Ada’s Natural Market, Inc.”), a Florida corporation, Healthy Choice Markets 2, LLC (dba “Paradise Health & Nutrition”), a Florida limited liability company, Healthy Choice Markets 3, LLC (dba “Mother Earth’s Storehouse”), a Florida limited liability company, Healthy Choices Markets 3, Real Estate LLC, a New York limited liability company, Healthy Choice Markets IV, LLC (dba “Green’s Natural Foods”), a Florida limited liability company, Healthy Choice Markets V, LLC (dba “Ellwood Thompson’s”), a Florida limited liability company, Healthy Choice Markets VI, LLC, a Florida limited liability company (“Healthy Choice Markets VI”), Healthy U Wholesale, Inc., a Florida corporation, The Vitamin Store, LLC, a Florida limited liability company, Healthy Choice Wellness, LLC, a Florida limited liabil
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • Healthy Choice Wellness Corp. • Retail-grocery stores • New York
