Exhibit 10.16


 


FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT


 


This First Amendment
dated July 7, 2020 shall form a part of that certain Securities Purchase Agreement dated February 11, 2020 (the “Agreement”)
by and between BONNE SANTE GROUP, INC., a Delaware corporation (the “Buyer”), DOCTORS SCIENTIFIC ORGANICA
L.L.C., a Florida limited liability company (“DSO”), OYSTER MANAGEMENT SERVICES LTD, a Florida limited partnership
(“Oyster”), LAWEE ENTERPRISES L.L.C., a Florida limited liability company (“Lawee”), and
U.S. MEDICAL CARE HOLDINGS, L.L.C., a Florida limited liability company (“US Medical” and, together with DSO,
Oyster, and Lawee, the “Companies”), and Dr. Sasson E. Moulavi, an individual (“Seller”).


 


To the extent
that the terms of this First Amendment conflict with those contained in the Agreement, the terms of this First Amendment shall control.


 


The Seller, the
Companies, and the Buyer hereby agree to amend the Agreement to provide as follows:


 


I. The
Defined and Capitalized Terms in this First Amendment shall have the same meaning as ascribed to them in the Agreement, except as otherwise
provided herein.


 


2. Section
1.1 of the Agreement (“Certain Definitions” - “Adjusted EBIDTA”), shall be amended to read as follows:


 


“Adjusted
EBITDA” means, on a combined basis, the Companies’ earnings before (i) interest expense, (ii) tax expense, (iii)
depreciation and amortization expense, (iv) equity based compensation expense, (v) owner’s compensation of $120,000, (vi) non-essential
travel and entertainment, (vii) extraordinary one-time items, which may include personal cars and related expenses, monies paid to Epiderma,
LLC, a non-affiliated laser Companies which has no operations, merchandise which was shipped to Seller’s medical clinic at no charge
and adjusted in the cost of goods on the income statement as allowances, Hurricane Irma related expenses and Canadian tariff’s paid
for shipments to Costco, which are no longer in effect, and (viii) such other adjustment items as mutually agreed upon by the Buyer and
the Seller for the twelve (12) month period from April 1, 2019 through March 31, 2020”


 


3. Section
2.2(a)(i) of the Agreement (“Adjusted EBITDA Adjustment”) shall be amended to read as follows:


 


“Adjusted EBITDA Period


 


The Purchase Price is based
upon a six times multiple of estimated Adjusted EBITDA for the twelve (12) month period from April 1, 2019 through March 31, 2020 (“Adjusted
EBITDA Period”). The Buyer has engaged Eisner Amper to prepare a quality of earnings report on the Companies (the “Quality
of Earnings Report”). The Purchase Price shall be adjusted upwards or downwards upon delivery of the Quality of
Earnings Report to all parties based upon the difference between six times the Adjusted EBITDA for the Adjusted EBITDA Period, as
shown in the Quality of Earnings Report and the Purchase Price. The adjusted Purchase Price shall be allocated among the Cash
Portion and the Buyer Notes based on the percentage of the Purchase Price that each such component of consideration makes up as
described above in Section 2.1.” First Amendment to





 


First Amendment to


Securities Purchase Agreement



     


     


    

 


4. Section
4.5 of the Agreement (“Financial Statements”) shall be amended to read as follows:


 


“Section
4.5 of the Company Disclosure Schedule contains true and complete copies of (i)
the unaudited, combined balance sheet of the Companies for the two years ended December 31, 2019 and December 31, 2018 and the
interim period from January 1, 2020 through March 31, 2020; and (ii) the related unaudited statements of income, members’ or partners’
equity and cash flows for the two years ended December 31, 2019 and December 31, 20 I 8 and the interim period from January 1, 2020 through
March 31, 2020 (the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied
on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and, on that basis, fairly present,
in all material respects, the financial condition, results of operations and cash flows of the Companies as of the indicated dates and
for the indicated periods.”


 


5. Section
8.1 (c) (under the Section 8 heading “Termination of Agreement”) shall be amended to read as follows:


 


“by either
the Buyer or the Seller if the Closing does not occur on or before July 31, 2020. The right to terminate the Agreement under this Section
8.1(c) may be extended by the Buyer until August 31, 2020 in the event that: (i) the Buyer has received a written loan commitment from
its lender prior to July 31, 2020; and (ii) the Buyer’s lender is unable to close the Buyer’s loan by July 31, 2020 but expects
to be able to close the Buyer’s loan on or before August 31, 2020. The right to terminate this Agreement under this Section 8.l(c)
will not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to occur by such
time.”


 


6. All
other terms and conditions contained within the Securities Purchase Agreement shall remain in full force and effect.


 


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First Amendment to


Securities Purchase Agreement



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IN WITNESS WHEREOF, the parties hereto
have caused this First Agreement to the Securities Purchase Agreement to be duly executed as of the date first above written.


 


	 	BUYER:
	 	 	 
	 	BONNE SANTÉ GROUP, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Alfonso J. Cervantes
	 	Alfonso J. Cervantes, Executive Chairman
	 	 	 
	 	COMPANIES:
	 	 	 
	 	DOCTORS SCIENTIFIC ORGANICA L.L.C.,
	 	a Florida limited liability company
	 	 	 
	 	By:	/s/ Sasson E. Moulav
	 	Dr. Sasson E. Moulavi, CEO
	 	 	 
	 	OYSTER MANAGEMENT SERVICES LTD,
	 	a Florida limited partnership
	 	 	 
	 	By:	/s/ Sasson E. Moulav
	 	Dr. Sasson E. Moulavi, CEO
	 	 	 
	 	LAWEE ENTERPRISES L.L.C.,
	 	a Florida limited liability company
	 	 	 
	 	By:	/s/ Sasson E. Moulav
	 	Dr. Sasson E. Moulavi, CEO
	 	 	 
	 	U.S. MEDICAL CARE HOLDINGS, L.L.C.,
	 	a Florida limited liability company
	 	 	 
	 	By:	/s/ Sasson E. Moulav
	 	Dr. Sasson E. Moulavi, CEO
	 	 	 
	 	SELLER:
	 	 	 
	 	/s/ Sasson E. Moulav
	 	Dr. Sasson E. Moulavi, Individually


 


First Amendment to


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