0001213900-22-002202 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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RESTRICTED STOCK AWARD AGREEMENT
Restricted 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 AGREEMENT
Stock 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 AGREEMENT
Independent Director Agreement • January 14th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Delaware

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).

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted 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”).

BONNE SANTÉ GROUP, INC. FUTURE EQUITY AGREEMENT
Future 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”).

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”).

AMENDMENT NO. 2 TO LICENSE AGREEMENT
License 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”).

LICENSE AGREEMENT
License 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.”

SUMMARY OF COMMERCIAL TERMS
License Agreement • January 14th, 2022 • Smart for Life, Inc. • Medicinal chemicals & botanical products • New York

This Agreement (as hereinafter defined) is effective as of the Effective Date defined below, and is by and between ABG - SI, LLC, a Delaware limited liability company (“Licensor”) and the Licensee defined below (Licensor and Licensee may be hereinafter referred to, each individually as a “Party”, and collectively as the “Parties”).

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