Exhibit
10.7


 


Smart
for Life, Inc.


990
Biscayne Blvd., Suite 503


Miami, FL
33132


 


November
28, 2022


 


Stuart
Benson


6980
Queenferry Circle


Boca
Raton, FL 33496


 


Mr.
Benson:


 


Reference
is made to that certain 5% Secured Subordinated Promissory Note in the principal amount of $775,000 issued by Smart for Life, Inc., a
Delaware corporation (the “Company”) to you (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. The Company and the Holder acknowledge that to date, the Company has paid
the Holder an aggregate of $100,000 towards the Principal amount of the Note, resulting in a remaining Principal amount of $675,000.
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 pay to the Holder a fee of $108,000 (the “Amendment
Fee”), which Amendment Fee shall be payable in six (6) equal monthly installments of $18,000 per month commencing on December
1, 2022 and ending on May 1, 2023. A failure to make any monthly installment of the Amendment Fee that is not cured within two (2) business
days shall constitute an Event of Default under the Note. For the avoidance of doubt, the Amendment Fee is in addition to the payments
due under the Note as set forth on Exhibit A to the Note.


 


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 Company agrees
to pay to the Holder, and the Holder agrees to accept, the Amendment Fee 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:	 
	 	 
	/s/
    Stuart Benson	 
	Stuart Benson	 



 



    2 


     


    







 


EXHIBIT
A


PAYMENT
SCHEDULE


 


	Payment
    Date	 	Principal

    Paid
	12/1/2022	 	$	69,583
	01/1/2023	 	$	69,583
	02/1/2023	 	$	69,583
	03/1/2023	 	$	69,583
	04/1/2023	 	$	69,583
	05/1/2023	 	$	69,583
	06/1/2023	 	$	257,502



 


 


3