COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS 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 6 month anniversary of the IPO Date (the “Initial Exercise Date”) and on or prior to the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc. (formerly, Bonne Santé Group, Inc.) a Delaware corporation (the “Company”), up to 187,491 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, if the Conversion Price is adjusted downward pursuant to the terms of the Certificate of Designation, the number of Warrant Shares issuable hereunder shall be increased such that the number of Warrant Shares issuable hereunder equal 100% of the Conversion Shares issuable upon conver
EXHIBIT B REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 5, 2021, between Smart for Life, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
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.
SECURITIES PURCHASE AGREEMENT dated as of July 21, 2021 among BONNE SANTÉ GROUP, INC., NEXUS OFFERS, INC., AND JUSTIN FRANCISCO AND STEVEN RUBERTSecurities Purchase Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
SECURITIES PURCHASE AGREEMENT, dated as of July 21, 2021 (the “Agreement”), among Bonne Santé Group, Inc., a Delaware corporation (the “Buyer”), Nexus Offers, Inc. a Florida limited liability company (the “Company”), and Justin Francisco and Steven Rubert, as the shareholders of the Company (each, a “Seller” and together, the “Sellers”).
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.
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
This EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of November 15, 2020, is entered into between Bonne Santé Group, Inc. a Delaware corporation (the “Company” or “BSG”), and Ryan Zackon, an individual (the “Employee”).
Contract5% Secured Subordinated Convertible Promissory Note • December 16th, 2021 • Smart for Life, Inc. • 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.
ContractPromissory Note • December 16th, 2021 • Smart for Life, Inc. • 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”).
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.”
SECURITY AGREEMENTSecurity Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Nevada
THIS SECURITY AGREEMENT (this “Agreement”), dated as of July 1 , 2021 is made 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 (together with BSG and BSG Manufacturing, the “Company” or the “Debtor”), and Diamond Creek Capital, LLC, a Delaware limited liability company or its permitted transferees or assigns (the “Secured Party”). Capitalized terms that are defined in the Loan Agreement (defined below) and not otherwise defined herein have, unless the context otherwise requires, the respective meanings given to them in the Loan Agreement.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products
This First Amendment dated July 7, 2020 shall form a part of that certain Securities Purchase Agreement dated February 11, 2020 (the “Agreement”) by and between BONNE SANTE GROUP, INC., a Delaware corporation (the “Buyer”), DOCTORS SCIENTIFIC ORGANICA L.L.C., a Florida limited liability company (“DSO”), OYSTER MANAGEMENT SERVICES LTD, a Florida limited partnership (“Oyster”), LAWEE ENTERPRISES L.L.C., a Florida limited liability company (“Lawee”), and U.S. MEDICAL CARE HOLDINGS, L.L.C., a Florida limited liability company (“US Medical” and, together with DSO, Oyster, and Lawee, the “Companies”), and Dr. Sasson E. Moulavi, an individual (“Seller”).
MEMORANDUM OF AGREEMENT OF LEASE (the “Lease”)Lease Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products
BY AND BETWEEN: THE LINGER CORPORATION A corporation incorporated under the Canada Business Corporation Act, having its head office Place du Canada, 94 Sunnyside Ave, Westmount QC H3Y 1C8 Canada represented by Walter Bloom duly authorized as he so declares;
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
This AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT, dated November 8, 2021 (the “Amendment”), is entered into by and among Smart for Life, Inc. (formerly Bonne Santé Group, Inc.), a Delaware corporation (the “Buyer”), Nexus Offers, Inc. a Florida corporation (the “Company”), and Justin Francisco and Steven Rubert, as the shareholders of the Company (each, a “Seller” and together, the “Sellers”).
BONNE SANTE GROUP, INC FUTURE EQUITY AGREEMENTFuture Equity Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York
THIS FUTURE EQUITY AGREEMENT is made as of December 18, 2020 between Bonne Santé Group, Inc, a Delaware corporation (the “Company”), and Peah Capital, LLC (the “Lender”).
LOAN AND SECURITY AGREEMENT AMENDMENTLoan and Security Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT AGREEMENT (“Agreement”) is made this 27th day of April 2021 (“Effective Date”), by and between Peah Capital, LLC, (“PEAH”), on the one hand, and Bonne Santé Group, Inc., a Delaware corporation (“Group”), and Bonne Santé Natural Manufacturing, Inc., a Florida Corporation (“Manufacturing” and together with Group, collectively referred to as, “Borrower”), on the other hand.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of November 29, 2021 by and among GSP Nutrition, Inc., a Delaware corporation (“GSP Nutrition”), the shareholders of GSP Nutrition, Inc. set forth on Schedule A hereto (each, a “GSP Shareholder” and collectively, the “GSP Shareholders”), and Smart for Life, Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products
This Second Amendment, dated June 4, 2021(the “Second Amendment”), shall form a part of that certain Securities Purchase Agreement, dated February 11, 2020 (the “Purchase Agreement”), as amended by that certain First Amendment to Securities Purchase Agreement, dated July 7, 2020 (the “First Amendment” and together with the Purchase Agreement, the “Agreement”), among Bonne Santé Group, Inc., a Delaware corporation (the “Buyer”), Doctors Scientific Organica L.L.C., a Florida limited liability company (“DSO”), Oyster Management Services Ltd, a Florida limited partnership (“Oyster”), Lawee Enterprises L.L.C., a Florida limited liability company (“Lawee”), and U.S. Medical Care Holdings, L.L.C., a Florida limited liability company (“US Medical” and, together with DSO, Oyster and Lawee, the “Companies”), and Dr. Sasson E. Moulavi, an individual (“Seller”). The Buyer, the Companies and the Seller may each be referred to herein individually as a “Party” or together as the “Parties.”
LEASE-BUSINESSLease Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
THIS LEASE is made between O & B Properties, Inc., hereafter called “Lessor,” whose address for purposes of notice under this lease is 14250 SW 72nd Ave. Miami, Florida 33158, and Millenium Natural Health Products, Inc. hereafter called “Lessee,” whose address for purposes of notice under this lease is 10545 NW 37th Terr. Miami, Florida 33178.
ContractConvertible Promissory Note • December 16th, 2021 • Smart for Life, Inc. • 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.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
This PLEDGE AND SECURITY AGREEMENT, dated as of December 18 , 2020 (as amended, restated and otherwise modified from time to time, this “Pledge Agreement”) is made by Bonne Santé Natural Manufacturing, Inc. f/k/a Millennium Natural Manufacturing Corp., a Florida corporation (“Bonne Santé Natural Manufacturing”), Bonne Santé Group, Inc., a Delaware corporation (“Bonne Sante”), Trilogy Capital Group LLC, a Delaware limited liability company (“Trilogy Capital”), Mesa Lane LLC, a New York limited liability company (“Mesa”), Darren Minton, an individual domiciled in the State of Florida (“Minton”), and Alfonso .J. Cervantes, an individual domiciled in the State of Florida (“Cervantes” and together with Bonne Santé Natural Manufacturing, Bonne Sante, Trilogy Capital, Mesa, and Minton collectively referred to as “Pledgor”), in favor of, PEAH CAPITAL, LLC, a Delaware limited liability company with an address 2650 NW 5th AVE, Miami, FL 33127 (together with its successors and assigns, “Lender”).
SECURITIES PURCHASE AGREEMENT dated as of February 11, 2020 among BONNE SANTÉ GROUP, INC., DOCTORS SCIENTIFIC ORGANICA L.L.C., OYSTER MANAGEMENT SERVICES LTD, LAWEE ENTERPRISES L.L.C., U.S. MEDICAL CARE HOLDINGS, L.L.C. AND DR. SASSON E. MOULAVISecurities Purchase Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
SECURITIES PURCHASE AGREEMENT, dated as of February 11, 2020 (the “Agreement”), among Bonne Santé Group, Inc., a Delaware corporation (the “Buyer”), Doctors Scientific Organica L.L.C., a Florida limited liability company (“DSO”), Oyster Management Services Ltd, a Florida limited partnership (“Oyster”), Lawee Enterprises L.L.C., a Florida limited liability company (“Lawee”), and U.S. Medical Care Holdings, L.L.C., a Florida limited liability company (“US Medical” and, together with DSO, Oyster and Lawee, the “Companies”), and Dr. Sasson E. Moulavi, an individual (“Seller”).
THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products
This Third Amendment, dated July 1, 2021 (the “Third Amendment”), shall form a part of that certain Securities Purchase Agreement, dated February 11, 2020 (the “Purchase Agreement”), as amended by that certain First Amendment to Securities Purchase Agreement, dated July 7, 2020 (the “First Amendment”), and that certain Second Amendment to Securities Purchase Agreement, dated June 4, 2021(the “Second Amendment” and collectively with the First Amendment and the Purchase Agreement, the “Agreement”), among Bonne Santé Group, Inc., a Delaware corporation (the “Buyer”), Doctors Scientific Organica L.L.C., a Florida limited liability company (“DSO”), Oyster Management Services Ltd, a Florida limited partnership (“Oyster”), Lawee Enterprises L.L.C., a Florida limited liability company (“Lawee”), and U.S. Medical Care Holdings, L.L.C., a Florida limited liability company (“US Medical” and, together with DSO, Oyster and Lawee, the “Companies”), and Dr. Sasson E. Moulavi, an individual (“Seller”)
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (“Amendment”) is made as of the 30th day of June, 2021 by and between Bonne Santé Group, Inc., a Delaware corporation (the “Company”) and the holder listed on the signature page attached hereto (the “Holder”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Warrant (as defined below).
COMMERCIAL LEASECommercial Lease • December 16th, 2021 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
This Lease Agreement (this “Lease”) is dated as of September 1, 2018, by and between Scientific Real Estate Holdings LLC (“Landlord”) and Doctors Scientific Organica LLC (“Tenant”). The parties as follows:
ContractSecured Subordinated Promissory Note • December 16th, 2021 • Smart for Life, Inc. • 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.
