COMMON STOCK PURCHASE WARRANT SMART FOR LIFE, INC.Common Stock Purchase Warrant • December 15th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS 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”) and on or prior to 5:00 p.m. (New York City time) on June 4, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Nevada corporation (the “Company”), up to 327,410 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SMART FOR LIFE, INC.Placement Agent Common Stock Agreement • December 15th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Charles Worthman 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 June 4, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart for Life, Inc., a Nevada corporation (the “Company”), up to 658 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 August 4, 2023.
AMENDMENT NO. 3 TO LICENSE AGREEMENTLicense Agreement • December 15th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 3 TO THE LICENSE AGREEMENT (the “Amendment No. 3”) is effective as of April 7, 2023, and is entered into by and between ABG-SI LLC (“Licensor”), GSP Nutrition, Inc. (“Licensee”), and Smart for Life, Inc., a Delaware corporation (the “Company”), concerning that certain License Agreement dated as of January 1, 2020 (the “Original Agreement”) and amended by Amendment No. 1 to License Agreement, dated as of June 1, 2020 (“Amendment No. 1”) and as amended by Amendment No. 2 to License Agreement, dated as of August 1, 2021 (“Amendment No. 2” and, collectively with the Original Agreement and Amendment No 1, the “Agreement”).
FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • December 15th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS FIRST AMENDMENT TO COMMERICAL LEASE (this “First Amendment”) is entered into as of the 16th day of August, 2021 (the “Effective Date”) by and between Scientific Real Estate Holdings LLC, a Florida limited liability company (“Landlord”) and Doctors Scientific Organica LLC, a Florida limited liability company (“Tenant”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • December 15th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
This SECOND AMENDMENT TO LEASE AGREEMENT (hereinafter “Second Amendment”) is made and entered in this 9th day of September, 2022 by and between Soflo 111 Properties, LLC (hereinafter “Landlord”) and Doctors Scientific Organica, LLC (hereinafter “Tenant”).
FORBEARANCE AGREEMENTForbearance Agreement • December 15th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
THIS INSTRUMENT sets forth an agreement of forbearance (“Agreement”) made as of and effective on August 29, 2023, between SMART FOR LIFE, INC., a Nevada corporation with its principal place of business located at 990 S. Rogers Circle, Suite 3, Boca Raton, FL 33487 (the “Borrower”), BONNE SANTE’ NATURAL MANUFACTURING, INC. a Florida corporation, DOCTORS SCIENTIFIC ORGANICA, LLC, a Florida limited liability company, NEXUS OFFERS, INC., a Florida corporation, GSP NUTRITION, INC., a Delaware corporation, and CEAUTAMED WORLDWIDE, LLC, a Florida limited liability company (hereinafter “Guarantors”), and JOSEPH X. XIRAS, an individual with an address located at 48 Soundview Drive, Great Neck NY 11020 (hereinafter the “Lender”).
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 15th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS THIRD AMENDMENT TO THE LOAN AGREEMENT (this “Third Amendment”), dated and effective as of April 20, 2023, amends the Loan Agreement dated as of July 1, 2021, as amended on June 29, 2022 and on December 29, 2022, by and between Smart For Life, Inc., a Nevada corporation (“SFL” or the “Company”), and Diamond Creek Capital, LLC, a Delaware limited liability company (“Lender”) (as amended, the “Loan Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement (as defined below).
THIRD AMENDMENT TO COMMERCIAL LEASECommercial Lease • December 15th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS THIRD AMENDMENT TO COMMERICAL LEASE (this “Third Amendment”) is entered into as of the 24th day of May, 2023 (the “Effective Date”) by and between Soflo 111 Properties, LLC, a Florida limited liability company (“Landlord”) and Doctors Scientific Organica LLC, a Florida limited liability company (“Tenant”).
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 15th, 2023 • Smart for Life, Inc. • Medicinal chemicals & botanical products
THIS FOURTH AMENDMENT TO THE LOAN AGREEMENT (this “Fourth Amendment”), dated and effective as of May 22, 2023, amends the Loan Agreement dated as of July 1, 2021 and amended from time to time by and between Smart For Life, Inc., a Delaware corporation (“SFL” or the “Company”), and Diamond Creek Capital, LLC, a Delaware limited liability company (“Lender”) (as amended, the “Loan Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement (as defined below).
