Exhibit 10.2


 


SMART FOR LIFE, INC.


10575 NW 37th Terrace


Doral, FL 33178


 


June 8, 2022


 


Ceautamed Worldwide, LLC


1289 Clint Moore Road


Boca Raton, FL 33487


Attention: Stuart A. Benson





 


Dear Stuart:


 


Reference is hereby made to that certain Securities
Purchase Agreement, dated as of March 14, 2022 (the “Purchase Agreement”), by and among Smart for Life, Inc. (“Buyer”),
Ceautamed Worldwide, LLC (the “Company”), RMB Industries, Inc. (“RMB”), RTB Childrens Trust (“RTB”)
and D&D Hayes, LLC (“D&D” and together with RMB and RTB, the “Sellers”). The Buyer, the
Company and the Sellers are collectively referred to herein as, the “Parties”. Capitalized terms used but not defined
herein shall have the respective meanings ascribed thereto in the Purchase Agreement.


 


The Parties hereby agree as follows:


 


		(i)	All of the conditions precedent to the Buyer’s obligation to consummate the Acquisition (the
                                                             “Conditions”) other than those that must occur at closing have been satisfied by the Company and the Sellers.
                                                             Accordingly, the Parties are targeting June 30, 2022, but desire to set a Closing Date for the Acquisition of no later than July 29,
                                                             2022. Furthermore, the Buyer has agreed to pay One Million Dollars ($1,000,000) of the Cash Portion (the “Early Closing
                                                             Payment”) to the Company on or prior to June 9, 2022 in acknowledgment of the satisfaction of the Conditions.



 


		(ii)	The Early Closing Payment is non-refundable and may be used in whatever manner the Company so elects.
Neither the Company, the Sellers nor any of their respective Affiliates shall have any obligation to repay the Early Closing Payment;
however, if the Closing occurs, the Early Closing Payment shall be credited towards the Cash Portion.



 


This letter agreement will be governed by and
construed and enforced in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. This letter
agreement, together with the Purchase Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof,
and supersedes all prior oral and written agreements and understandings. This letter agreement may be executed in one or more counterparts,
each of which shall constitute an original, and together they shall be one and the same instrument. Receipt by telecopy or electronic
mail of any executed signature page to this letter agreement shall constitute effective deliver of such signature page.


 






     


    	 



    

 


	 	Sincerely,
	 	 	 	 
	 	SMART FOR LIFE, INC.
	 	 	 	 
	 	By:	/s/ Alfonso J. Cervantes
	 	 	Name: 	Alfonso J. Cervantes
	 	 	Title:	Executive Chairman



 


Acknowledged and Agreed to by:


 


	CEAUTAMED WORLDWIDE, LLC
	 	 	 	 
	By:	/s/ Stuart A. Benson	 
	 	Name: 	Stuart A. Benson	 
	 	Title:	Authorized Person	 
	 	 	 	 
	RMB INDUSTRIES, INC.
	 	 	 	 
	By:	/s/ Ryan M. Benson	 
	 	Name:	Ryan M. Benson	 
	 	Title:	President	 
	 	 	 	 
	RTB CHILDRENS TRUST
	 	 	 	 
	By:	/s/ Ryan M. Benson	 
	 	Name:	Ryan M. Benson	 
	 	Title:	Trustee	 
	 	 	 	 
	D&D HAYES, LLC
	 	 	 	 
	By:	/s/ Donald L. Hayes	 
	 	Name:	Donald L. Hayes	 
	 	Title:	President