BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale and Assignment and Assumption Agreement • February 2nd, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products
This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of January 29, 2024 (this “Bill of Sale and Assignment and Assumption Agreement”), is made and entered into by and among First Health FL LLC, a Delaware limited liability company (“Purchaser”), Ceautamed Worldwide, LLC, a Florida limited liability company (“Ceautamed”), Wellness Watchers Global, LLC, a Florida limited liability company (“WWG”), and Greens First Female, LLC, a Florida limited liability company (“GFF”; each of Ceautamed, WWG and GFF are referred to individually as a “Seller” and collectively as the “Sellers”), pursuant to and in accordance with that certain Asset Purchase Agreement, dated as of the date hereof (the “Agreement”), by and among the Purchaser, the Sellers and the other parties thereto, which Agreement provides, among other things, for the purchase of the Purchased Assets by Purchaser and the assumption of the Assumed Liabilities by Purchaser. All capitalized terms used herein and not defined
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 2nd, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Delaware
This Limited Liability Company Agreement of First Health FL LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), is entered into by and among (i) Joseph X. Xiras, Stuart Benson and Ryan Benson (each, a “Voting Member” and collectively, the “Voting Members”) and (ii) Smart for Life, Inc. (the “Non-Voting Member”). Each Voting Member and Non-Voting Member is referred to herein as a “Member” and collectively as, the “Members”.
AGREEMENTAgreement • February 2nd, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
This AGREEMENT (this “Agreement”), dated as of January 29, 2024, is entered into by and among (i) D&D Hayes, LLC (“D&D Hayes”), (ii) Ceautamed Worldwide, LLC, a Florida limited liability company (“Ceautamed”), Wellness Watchers Global, LLC, a Florida limited liability company (“WWG”), and Greens First Female, LLC, a Florida limited liability company (“GFF”; each of Ceautamed, WWG and GFF are referred to individually as a “Seller” and collectively as the “Sellers”), (iii) First Group Acquisition Company, LLC, a Delaware limited liability company (“First Group” or “Senior Lender”), and (iv) First Health FL LLC, a Delaware limited liability company (“Purchaser”). Each of D&D Hayes, the Sellers, the Senior Lender and the Purchaser are collectively referred to herein as, the “Parties” and each individually as a “Party”.
PROMISSORY NOTE MODIFICATION AGREEMENTPromissory Note Modification Agreement • February 2nd, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products
This Promissory Note Modification Agreement (this “Agreement”) is dated this 26th day of January, 2024 and is entered into between SMART FOR LIFE, INC., a Nevada corporation (hereinafter referred to as “Borrower”), ALFONSO J. CERVANTES, JR. (hereinafter referred to as “Guarantor”) and JOSEPH X. XIRAS, (hereinafter referred to as “lender” or “Holder”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 2nd, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
THIS ASSET PURCHASE AGREEMENT, dated as of January 29, 2024 (this “Agreement”), is by and among (i) First Health FL LLC, a Delaware limited liability company (the “Purchaser”), (ii) Ceautamed Worldwide, LLC, a Florida limited liability company (“Ceautamed”), Wellness Watchers Global, LLC, a Florida limited liability company (“WWG”), and Greens First Female, LLC, a Florida limited liability company (“GFF”; each of Ceautamed, WWG and GFF are referred to individually as a “Seller” and collectively as the “Sellers”), and (iii) Smart for Life, Inc., a Delaware corporation and the parent of Ceautamed and the indirect parent of WWG and GFF (the “Shareholder”).
ASSIGNMENT OF INTELLECTUAL PROPERTYAssignment of Intellectual Property • February 2nd, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products
This ASSIGNMENT OF INTELLECTUAL PROPERTY, dated as of January 29, 2024 (this “IP Assignment Agreement”), is made and entered into by and between FIRST HEALTH FL LLC, a Delaware limited liability company (“Assignee”), and CEAUTAMED WORLDWIDE, LLC, a Florida limited liability company (“Ceautamed”), WELLNESS WATCHERS GLOBAL, LLC, a Florida limited liability company (“WWG”), and GREENS FIRST FEMALE, LLC, a Florida limited liability company (“GFF”; each of Ceautamed, WWG and GFF are referred to individually as an “Assignor” and collectively as the “Assignors”), pursuant to and in accordance with that certain Asset Purchase Agreement dated as of January 29, 2024 (the “Agreement”) by and among the Assignee, the Assignors and Smart for Life, Inc., which Agreement provides, among other things, for the purchase and sale of the Purchased Assets by Assignee and the assumption of the Assumed Liabilities by Assignee. All capitalized terms used herein and not defined have the meanings ascribed to the
AGREEMENTAgreement • February 2nd, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
This AGREEMENT (this “Agreement”), dated as of January 29, 2024, is entered into by and among (i) Smart for Life, Inc., a Delaware corporation (the “Company”), (ii) Ceautamed Worldwide, LLC, a Florida limited liability company (“Ceautamed”), Wellness Watchers Global, LLC, a Florida limited liability company (“WWG”), and Greens First Female, LLC, a Florida limited liability company (“GFF”; each of Ceautamed, WWG and GFF are referred to individually as a “Seller” and collectively as the “Sellers”), (iii) First Group Acquisition Company, LLC, a Delaware limited liability company (“First Group” or “Senior Lender”), and (iv) First Health FL LLC, a Delaware limited liability company (“Purchaser”). Each of the Company, the Sellers, the Senior Lender and the Purchaser are collectively referred to herein as, the “Parties” and each individually as a “Party”.
