Exhibit 10.3


 


Smart for Life, Inc.


990 Biscayne Blvd., Suite 503


Miami, FL 33132


 


November 28, 2022


 


RMB INDUSTRIES, INC.


1289 Clint Moore Road


Boca Raton, FL 33487


Attn: Ryan Benson


 


Mr. Benson:


 


Reference is made to that
certain 5% Secured Subordinated Promissory Note in the principal amount of $125,000 issued by Smart for Life, Inc., a Delaware corporation
(the “Company”) to RMB INDUSTRIES, INC. (the “Holder”) on July 29, 2022 (the “Note”).
This Note is one of the Buyer Notes III (as defined in the Purchase Agreement) issued pursuant to that certain Securities Purchase Agreement,
dated July 29, 2022 (as amended, the “Purchase Agreement”), by and among the Company, Ceautamed Worldwide, LLC and
the Sellers (as defined in the Purchase Agreement). Capitalized terms used but not defined herein shall have the meaning ascribed to them
in the Note.


 


The Company and the Holder
previously agreed informally to extend the Maturity Date and now desire to formally extend the Maturity Date and amend the repayment terms
and certain other terms of the Note. Accordingly, the Company and the Holder agree to amend the Note as follows:


 


		a.	Section 1 of the Note in hereby amended and restated in its entirety to read as follows:



 


“1. Principal Repayment.
The outstanding Principal amount of this Note shall be payable in accordance with the payment schedule set forth on Exhibit A to
this Note (the “Payment Schedule”), with all of the unpaid Principal and accrued, but unpaid Interest thereon being
fully paid on June 1, 2023 (the “Maturity Date”). All payments of Interest and Principal shall be in lawful money of
the United States of America. All payments of Interest and Principal in respect of the Buyer Notes III shall be made pro rata among the
holders of the Buyer Notes III based on the amounts due and owing under each of the Buyer Notes III.”


 


		b.	Section 2(b) of the Note is hereby amended and restated in its entirety to read as follows:



 


“(b) Notwithstanding Section
2.2(a) above, during the continuance of any Event of Default (as defined herein), Interest shall accrue on the unpaid Principal at a rate
per annum equal to the Interest Rate plus ten percent (10%).”


 


		c.	A new Section 7(l) is hereby added to the Note and shall read as follows:



 


“If an Event of Default has occurred
and is continuing, the Company shall not create any Senior Indebtedness without the consent of holders of a majority in principal amount
of the Buyer Notes III.”


 


The parties hereto agree that
the amendments described above are effective retroactively to October 29, 2022. Except as amended as set forth above, the Note shall continue
in full force and effect.


 






     


     


    

 


In consideration for the amendments
described herein, the Company hereby agrees to amend the terms of that certain employment agreement, dated July 29, 2022, between Ryan
Benson and the Company’s subsidiary Ceautamed Worldwide, LLC to increase Ryan Benson’s base salary to $250,000 commencing
on December 1, 2022 (the “Amendment”). For clarification, the increase in salary contemplated by the Amendment is being
paid to Ryan Benson, individually, instead of the Holder, at the Holder’s request and constitutes consideration for the amendments
to the Note described herein.


 


The Company shall pay the
attorneys’ fees of the Holder in connection with the amendments to the Note described herein.


 


By signing below, the parties
hereto hereby consent and agree to amend the terms of the Note as set forth above, and the Holder agrees to the Amendment as consideration
therefor, as set forth herein. 


 


	 	Very truly yours,
	 	 
	 	Smart for Life, Inc.
	 	 
	 	By:	/s/ Alfonso J. Cervantes, Jr.
	 	Name:  	Alfonso J. Cervantes, Jr.
	 	Title: 	Executive Chairman


 


	AGREED AND ACKNOWLEDGED:	 
	 	 
	RMB INDUSTRIES, INC.	 
	 	 
	By:	/s/ Ryan Benson	 
	Name:  	Ryan Benson	 
	Title: 	President	 



 



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EXHIBIT A


PAYMENT SCHEDULE


 


	Payment Date	 	Principal

 Paid
	12/1/2022	 	$	10,416.66
	01/1/2023	 	$	10,416.66
	02/1/2023	 	$	10,416.67
	03/1/2023	 	$	10,416.67
	04/1/2023	 	$	10,416.67
	05/1/2023	 	$	10,416.67
	06/1/2023	 	$	62,500.00





 


 


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