SECURITIES PURCHASE AGREEMENT dated as of April 3, 2024 among SMART FOR LIFE, INC. AND PURELY OPTIMAL NUTRITION INC., TAN ENTERPRISES, INC., AVALIANT HOLDINGS CORPORATION, DANNEL TAN, JASON KWAN AND TIMUR KIMSecurities Purchase Agreement • April 9th, 2024 • Smart for Life, Inc. • Medicinal chemicals & botanical products • Florida
THIS SECURITIES PURCHASE AGREEMENT is dated as of April 3, 2024 (the “Agreement”), between and among (i) Smart For Life, Inc., a Delaware corporation (the “Buyer”); (ii) Purely Optimal Nutrition Inc., a company continued under the laws of British Columbia (the “Company”); (iii) Tan Enterprises Inc., a British Columbia corporation (“Tan Enterprises”), (iv) Avaliant Holdings Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Avaliant”) and (v) Timur Kim, an individual (“Kim” and together with Tan Enterprises and Avaliant, hereinafter sometimes collectively referred to as the “Sellers”); (vi) Dannel Tan, an individual who is the sole owner of 100% of Tan Enterprises (“Tan”) and (vii) Jason Kwan, an individual who is the sole owner of 100% of Avaliant (“Kwan”). Tan Enterprises and Avaliant are sometimes hereinafter referred to as the “Seller Entities” in this Agreement. The Sellers, Tan and Kwan are sometimes hereinafter referred to as the “Seller
