Exhibit
10.44


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY
STATE OR FOREIGN JURISDICTION, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF U.S.
FEDERAL AND STATE OR APPLICABLE FOREIGN SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT REGISTRATION AND QUALIFICATION UNDER U.S. FEDERAL AND STATE OR APPLICABLE FOREIGN SECURITIES LAWS IS NOT REQUIRED.


 


Bonne
SantE Group, INC.


2020
STOCK INCENTIVE PLAN


 


NOTICE
OF STOCK OPTION GRANT 


 


Bonne
Santé Group, Inc. (the “Company”) hereby grants you the following option (this “Option”)
to purchase shares of its common stock (“Shares”). The terms and conditions of this Option are set forth in the Stock
Option Agreement and the Bonne Santé Group, Inc. 2020 Stock Incentive Plan (the “Plan”), both of which are
attached to and made a part of this document.


 


	Date
    of Grant:	 
	 	 
	Name
    of Optionee:	 
	 	 
	Number
    of Option Shares:	 
	 	 
	Exercise
    Price per Share:	 
	 	 
	Vesting
    Start Date:	 
	 	 
	Type
    of Option:	 
	 	 
	Vesting
    Schedule:	 


 




     


     


    

 


Bonne
Santé Group, Inc.

2020 Stock Incentive Plan



 


STOCK OPTION AGREEMENT


 


1.
Kind of Option. This Option is intended to be either an incentive stock option intended
to meet the requirements of section 422 of the Internal Revenue Code (an “ISO”) or a non-statutory option (an
“NSO”), which is not intended to meet the requirements of an ISO, as indicated in the Notice of Stock Option Grant.
Even if this Option is designated as an ISO, it shall be deemed to be an NSO to the extent required by the $100,000 annual limitation
under Section 422(d) of the Code.


 


2.
Vesting. Subject to the terms and conditions of the Plan and this Stock Option Agreement
(the “Agreement”), your Option will be exercisable with respect to the Shares that have become vested in accordance
with the schedule set forth in the Notice of Stock Option Grant. If your Option is granted in consideration of your Service as an Employee
or a Consultant, after your Service as an Employee or a Consultant terminates for any reason, vesting of your Shares subject to such
Option immediately stops and such Option expires immediately as to the number of Shares that are not vested as of the date your Service
as an Employee or a Consultant terminates. If your Option is granted in consideration of your Service as an Outside Director, after your
Service as an Outside Director terminates for any reason, vesting of your Shares subject to such Option immediately stops and such Option
expires immediately as to the number of Shares that are not vested as of the date your Service as an Outside Director terminates.


 


3.
Term. Your Option will expire in any event at the close of business at Company headquarters
ten (10) years after the Date of Grant; provided, however, that if your Option is an ISO it will expire five (5) years after the Date
of Grant if you are a Ten-Percent Stockholder of the Company (the “Expiration Date”). Also, your Option will expire
earlier if your Service terminates, as described below.


 


4.
Regular Termination.


 


(a)
 If your Service terminates for any reason except death or Disability, the vested portion of your Option will expire at the close
of business at Company headquarters on the date three (3) months after your termination of Service. During that three (3) month period,
you may exercise the portion of your Option that was vested on your termination date. Notwithstanding the foregoing, the Option may not
be exercised after the Expiration Date determined under Section 3 above.


 


(b)
If your Option is an ISO and you exercise it more than three months after termination of your Service as an Employee for any reason
other than death or Disability expected to result in death or to last for a continuous period of at least twelve (12) months, your Option
will cease to be eligible for ISO tax treatment.


 


(c)
Your Option will cease to be eligible for ISO tax treatment if you exercise it more than three months after the first day following
three months of a bona fide leave of absence approved by the Company, unless you return to employment immediately upon termination of
such leave or your right to reemployment after your leave was guaranteed by statute or contract.


 


5.
Death. If you die while in Service with the Company, the vested portion of your Option
will expire at the close of business at Company headquarters on the date twelve (12) months after the date of your death. During that
twelve (12) month period, your estate, legatees or heirs may exercise that portion of your Option that was vested on the date of your
death. Notwithstanding the foregoing, the Option may not be exercised after the Expiration Date determined under Section 3 above.


 




     


     


    

 


6.
Disability. 


 


(a)
If your Service terminates because of a Disability, the vested portion of your Option will expire at the close of business at Company
headquarters on the date twelve (12) months after your termination date. During that twelve (12) month period, you may exercise that
portion of your Option that was vested on the date of your Disability. Notwithstanding the foregoing, the Option may not be exercised
after the Expiration Date determined under Section 3 above.


 


(b)
If your Option is an ISO and your Disability is not expected to result in death or to last for a continuous period of at least twelve
(12) months, your Option will be eligible for ISO tax treatment only if it is exercised within three (3) months following the termination
of your Service as an Employee.


 


7.
Exercising Your Option. To exercise your Option, you must execute the Notice of Exercise
and Common Stock Purchase Agreement (the “Exercise Notice”), attached as Exhibit A. You must submit this
form, together with full payment, to the Company. Your exercise will be effective when it is received by the Company. If someone else
wants to exercise your Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled
to do so.


 


8.
Payment Forms. When you exercise your Option, you must include payment of the Exercise
Price for the Shares you are purchasing in cash or cash equivalents. Alternatively, you may pay all or part of the Exercise Price by
surrendering, or attesting to ownership of, Shares already owned by you, unless such action would cause the Company to recognize any
(or additional) compensation expense with respect to the Option for financial reporting purposes. Such Shares shall be surrendered to
the Company in good form for transfer and shall be valued at their Fair Market Value on the date of Option exercise. To the extent that
a public market for the Shares exists and to the extent permitted by applicable law, in each case as determined by the Company, you also
may exercise your Option by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell
Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price and, if requested, applicable
withholding taxes. The Company will provide the forms necessary to make such a cashless exercise. The Board may permit such other payment
forms as it deems appropriate, subject to applicable laws, regulations and rules.


 


9.
Tax Withholding and Reporting. 


 


(a)
You will not be allowed to exercise this Option unless you pay, or make acceptable arrangements to pay, any taxes required to be
withheld as a result of the Option exercise or the sale of Shares acquired upon exercise of this Option. You hereby authorize withholding
from payroll or any other payment due you from the Company or your employer to satisfy any such withholding tax obligation.


 


(b)
If you sell or otherwise dispose of any of the Shares acquired pursuant to an ISO on or before the later of (i) two years after
the grant date, or (ii) one year after the exercise date, you shall immediately notify the Company in writing of such disposition.


 


(c)
By signing this Agreement, you explicitly and unambiguously consent and agree to assume any liability for fringe benefit tax that
may be payable by the Company and/or your employer in connection with the Option granted under this Agreement to the extent permitted
under applicable law. Further, by signing this Agreement, you agree that the Company and/or your employer may collect the fringe benefit
tax from you by any reasonable method established by the Company and/or your employer. You further agree to execute any other consents
or elections required to accomplish the above, promptly upon request of the Company and/or your employer.


 




    2


     


    

 


10.
Right of First Refusal. In the event that you propose to sell, pledge or otherwise
transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have a “Right
of First Refusal” with respect to such Shares in accordance with the provisions of the Exercise Notice.


 


11.
Resale Restrictions/Market Stand-off. In connection with any underwritten public offering
by the Company of its equity securities pursuant to an effective registration statement filed under the U.S. Securities Act of 1933,
as amended, including the Company’s initial public offering, you may be prohibited from engaging in any transaction with respect
to any of the Company’s common stock without the prior written consent of the Company or its underwriters in accordance with the
provisions of the Exercise Notice.


 


12.
Transfer of Option. Prior to your death, only you may exercise this Option. This Option
and the rights and privileges conferred hereby cannot be sold, pledged or otherwise transferred (whether by operation of law or otherwise)
and shall not be subject to sale under execution, attachment, levy or similar process. For instance, you may not sell this Option or
use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however,
dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor an
Exercise Notice from your spouse or former spouse, nor is the Company obligated to recognize such individual’s interest in your
Option in any other way. Notwithstanding the foregoing, however, to the extent permitted by the Board in its sole discretion, an NSO
may be transferred by you to a revocable trust or to one or more family members or to a trust established for your benefit and/or one
or more of your family members to the extent permitted by the Plan.


 


13.
Retention Rights. This Agreement does not give you the right to be retained by the
Company in any capacity. The Company reserves the right to terminate your Service at any time and for any reason without thereby incurring
any liability to you.


 


14.
Stockholder Rights. Neither you nor your estate or heirs have any rights as a stockholder
of the Company until a certificate for the Shares acquired upon exercise of this Option has been issued. No adjustments are made for
dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.


 


15.
Adjustments. In the event of a stock split, a stock dividend or a similar change in
the Company’s Stock, the number of Shares covered by this Option and the Exercise Price per share may be adjusted pursuant to the
Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is
subject to such corporate activity as set forth in the Plan.


 


16.
Legends. All certificates representing the Shares issued upon exercise of this Option
shall, where applicable, have endorsed thereon the following legends:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE
RELEVANT PROVISIONS OF U.S. FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER U.S. FEDERAL, STATE AND FOREIGN SECURITIES LAWS IS NOT REQUIRED.


 




    3


     


    

 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE
WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF. SUCH AGREEMENT PROVIDES FOR CERTAIN TRANSFER
RESTRICTIONS, INCLUDING RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SECURITIES. THE SECRETARY OF THE COMPANY WILL UPON
WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.


 


If
the Option is an ISO, then the following legend should be included:


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED UPON EXERCISE OF AN INCENTIVE STOCK OPTION, AND THE COMPANY MUST BE NOTIFIED IF THE
SHARES SHALL BE TRANSFERRED BEFORE THE LATER OF THE TWO (2) YEAR ANNIVERSARY OF THE DATE OF GRANT OF THE OPTION OR THE ONE (1) YEAR ANNIVERSARY
OF THE DATE ON WHICH THE OPTION WAS EXERCISED. THE REGISTERED HOLDER MAY RECOGNIZE ORDINARY INCOME IF THE SHARES ARE TRANSFERRED BEFORE
SUCH DATE.


 


17.
Tax Disclaimer. You agree that you are responsible for consulting your own tax advisor
as to the tax consequences associated with your Option. The tax rules governing options are complex, change frequently and depend on
the individual taxpayer’s situation. Options granted at a discount from fair market value may be considered “deferred compensation”
subject to adverse tax consequences under new Section 409A of the Internal Revenue Code, which is generally effective January 1, 2005.
The Board has made a good faith determination that the exercise price per share of the Option is not less than the fair market value
of the Shares underlying your Option on the Date of Grant. It is possible, however, that the Internal Revenue Service could later challenge
that determination and assert that the fair market value of the Shares underlying your Option was greater on the Date of Grant than the
exercise price determined by the Board, which could result in immediate income tax upon the vesting of your Option (whether or not exercised)
and a 20% tax penalty, as well as the loss of incentive stock option status (if applicable). The Company gives no assurance that such
adverse tax consequences will not occur and specifically assumes no responsibility therefor. By accepting this Option, you acknowledge
that any tax liability or other adverse tax consequences to you resulting from the grant of the Option will be the responsibility of,
and will be borne entirely by, you.  YOU ARE THEREFORE ENCOURAGED TO CONSULT YOUR OWN TAX ADVISOR BEFORE ACCEPTING THE GRANT OF
THIS OPTION.


 


18.
The Plan and Other Agreements. The text of the Plan is incorporated in this Agreement
by reference. Certain capitalized terms used in this Agreement are defined in the Plan. By signing this Agreement, you acknowledge receipt
of a copy of the Plan, and agree that (a) you have carefully read, fully understand and agree to all of the terms and conditions described
in this Agreement, the Plan and the Exercise Notice; (b) you hereby make the purchaser’s investment representations contained in
the Exercise Notice with respect to the grant of this Option; (c) you understand and agree that this Agreement, including its cover sheet
and attachments, constitutes the entire understanding between you and the Company regarding this Option, and that any prior agreements,
commitments or negotiations concerning this Option are replaced and superseded; and (d) you have been given an opportunity to consult
your own legal and tax counsel with respect to all matters relating to this Option prior to signing this Agreement and that you have
either consulted such counsel or voluntarily declined to consult such counsel.


 


19.
Applicable Law. This Agreement will be interpreted and enforced under the laws of the
State of Delaware (without regard to their choice of law provisions).


 




    4


     


    

 


20.
Miscellaneous Provisions. 


 


(a)
You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved
the right to amend, suspend or terminate the Plan at any time, (iii) the grant of an option does not in any way create any contractual
or other right to receive additional grants of options (or benefits in lieu of options) at any time or in any amount and (iv) all
determinations with respect to any additional grants, including (without limitation) the times when options will be granted, the number
of Shares offered, the Exercise Price and the vesting schedule, will be at the sole discretion of the Company.


 


(b)
The value of this Option shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and
shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy
or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.


 


(c)
You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may
explicitly be provided otherwise in the Plan or this Agreement.


 


(d)
You hereby authorize and direct your employer to disclose to the Company or any Subsidiary any information regarding your employment,
the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary
or appropriate to facilitate the administration of the Plan.


 


(e)
You consent to the collection, use and transfer of personal data as described in this Subsection. You understand and acknowledge
that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose
of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social
insurance number, salary, nationality, job title, any Shares or directorships held in the Company and details of all options or any other
entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (the “Data”). You
further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the
purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary
may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan.
You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients
to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation
in the Plan, including a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Plan of
such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf. You may, at any
time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this Subsection by contacting
the Human Resources Department of the Company or its equivalent in writing.


 


(f)
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.


 


(g)
 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument.


 


[SIGNATURE
PAGE FOLLOWS]


 




    5


     


    

 


In
Witness Whereof, the parties hereto have executed
this Agreement as of the day and year first above written.


 


	 	Bonne Santé Group, Inc. 
	 	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 
	 	Address: 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	OPTIONEE:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	(Signature)
	 	 	 	 
	 	 	 	 
	 	Name (Please Print)
	 	 	 	 
	 	Address:	 
	 	 	 
	 	 	 


 





Bonne Santé
Group, Inc.

Stock Option Agreement







 




     


     


    

 


EXHIBIT A


 


Bonne
sAntÉ Group, Inc. 


2020
STOCK INCENTIVE PLAN


 


NOTICE
OF EXERCISE AND COMMON STOCK PURCHASE AGREEMENT 


 


THIS
AGREEMENT is dated as of ___________, ____, between Bonne Santé Group, Inc. (the “Company”), and _____________________
(“Purchaser”).


 


BACKGROUND


 


The
Company granted Purchaser a stock option on __________ (the “Date of Grant”) pursuant to a stock option agreement
(the “Option Agreement”) under which Purchaser has the right to purchase up to ________________ shares of the Company’s
common stock (the “Option Shares”). The Option is exercisable with respect to certain of the Option Shares as of the
date hereof. Pursuant to the Option Agreement, Purchaser desires to purchase shares of the Company as herein described, on the terms
and conditions set forth in this Agreement, the Option Agreement and the Bonne Santé Group, Inc. 2020 Stock Incentive Plan (the
“Plan”). Certain capitalized terms used in this Agreement are defined in the Plan.


 


AGREEMENT


 


NOW,
THEREFORE, it is agreed between the parties as follows:


 


1.
Purchase of Shares. 


 


(a)
Pursuant to the terms of the Option Agreement, Purchaser hereby agrees to purchase from the Company and the Company agrees to sell
and issue to Purchaser _________ shares of the Company’s common stock (the “Common Stock”) for the Exercise
Price per Share specified in the Notice of Stock Option Grant payable by personal check, cashier’s check, money order or otherwise
as permitted by the Option Agreement. Payment shall be delivered at the Closing.


 


(b)
The closing (the “Closing”) under this Agreement shall occur at the offices of the Company as of the date hereof,
or such other time and place as may be designated by the Company (the “Closing Date”).


 


2.
Adjustment of Shares. Subject to the provisions of the Certificate of Incorporation
of the Company, if (a) there is any stock dividend or liquidating dividend of cash and/or property, stock split or other change
in the character or amount of any of the outstanding securities of the Company, or (b) there is any consolidation, merger or sale
of all or substantially all of the assets of the Company, then, in such event, any and all new, substituted or additional securities
or other cash or property to which Purchaser is entitled by reason of Purchaser’s ownership of the shares shall be immediately
subject to the Right of First Refusal (as defined below) with the same force and effect as the shares subject to the Right of First Refusal.
Appropriate adjustments shall be made to the number and/or class of shares subject to the Right of First Refusal to reflect the exchange
or distribution of such securities. In the event of a merger or consolidation of the Company with or into another entity or any other
corporate reorganization, the Right of First Refusal may be exercised by the Company’s successor.








 




    A-1


     


    

 


3. The
Company’s Right of First Refusal. Before any shares of Common Stock registered in the name of Purchaser may be sold
or transferred, such shares shall first be offered to the Company as follows (the “Right of First Refusal”):


 


(a)
 Purchaser shall promptly deliver a notice (“Notice”) to the Company stating (i) Purchaser’s bona fide
intention to sell or transfer such shares, (ii) the number of such shares to be sold or transferred, and the basic terms and conditions
of such sale or transfer, (iii) the price for which Purchaser proposes to sell or transfer such shares, (iv) the name of the
proposed purchaser or transferee, and (v) proof satisfactory to the Company that the proposed sale or transfer will not violate
any applicable U.S. federal, state or foreign securities laws. The Notice shall be signed by both Purchaser and the proposed purchaser
or transferee and must constitute a binding commitment subject to the Right of First Refusal as set forth herein.


 


(b)
Within thirty (30) days after receipt of the Notice, the Company may elect to purchase all or any portion of the shares to which
the Notice refers, at the price per share specified in the Notice. If the Company elects not to purchase all or any portion of the shares,
the Company may assign its right to purchase all or any portion of the shares. The assignees may elect within thirty (30) days after
receipt by the Company of the Notice to purchase all or any portion of the shares to which the Notice refers, at the price per share
specified in the Notice. An election to purchase shall be made by written notice to Purchaser. Payment for shares purchased pursuant
to this Section 3 shall be made within thirty (30) days after receipt of the Notice by the Company and, at the option of the Company,
may be made by cancellation of all or a portion of outstanding indebtedness, if any, or in cash or both.


 


(c)
If all or any portion of the shares to which the Notice refers are not elected to be purchased, as provided in subparagraph 3(b),
Purchaser may sell those shares to any person named in the Notice at the price specified in the Notice, provided that such sale or transfer
is consummated within sixty (60) days of the date of said Notice to the Company, and provided, further, that any such sale is made in
compliance with applicable U.S. federal, state and foreign securities laws and not in violation of any other contractual restrictions
to which Purchaser is bound. The third-party purchaser shall be bound by, and shall acquire the shares of stock subject to, the provisions
of this Agreement, including the Right of First Refusal.


 


(d)
Any proposed transfer on terms and conditions different from those set forth in the Notice, as well as any subsequent proposed transfer
shall again be subject to the Right of First Refusal and shall require compliance with the procedures described in this Section 3.


 


(e)
Purchaser agrees to cooperate affirmatively with the Company, to the extent reasonably requested by the Company, to enforce rights
and obligations pursuant to this Agreement.


 


(f)
Notwithstanding the above, neither the Company nor any assignee of the Company under this Section 3 shall have any right under
this Section 3 at any time subsequent to the closing of a public offering of the common stock of the Company pursuant to a registration
statement declared effective under the U.S. Securities Act of 1933, as amended (the “Securities Act”).


 


(g)
This Section 3 shall not apply to (i) a transfer by will or intestate succession, or (ii) a transfer to one or more
members of Purchaser’s Immediate Family (defined below) or to a trust established by Purchaser for the benefit of Purchaser and/or
one or more members of Purchaser’s Immediate Family, provided that the transferee agrees in writing on a form prescribed by the
Company to be bound by all of the provisions of this Agreement to the same extent as they apply to Purchaser. The transferee shall execute
a copy of the attached Annex I and file the same with the Secretary of the Company. For purposes of this Agreement, “Immediate
Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, and shall include adoptive relationships.


 


4. Purchaser’s
Rights After Exercise of Right of First Refusal. If the Company makes available, at the time and place and in the amount
and form provided in this Agreement, the consideration for the Common Stock to be repurchased in accordance with the provisions of
Section 3 of this Agreement, then from and after such time the person from whom such shares are to be repurchased shall no
longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with
this Agreement). Such shares shall be deemed to have been repurchased in accordance with the applicable provisions hereof, whether
or not the certificate(s) therefor have been delivered as required by this Agreement.


 






    A-2


     


    

 


5.
Right of Repurchase. 


 


(a)
The Company shall have the right to repurchase all or any part of the shares of Common Stock purchased by the Purchaser hereunder
(a “Repurchase Right”) on the terms and conditions below. The Company’s Repurchase Right shall be exercisable
only within the ninety (90) day period following a Repurchase Event, or such longer period as may be required to avoid a charge to earnings
for financial accounting purposes or as otherwise agreed to by the Company and the Purchaser (the “Repurchase Period”).
Each of the following events shall constitute a “Repurchase Event:”


 


(i)
Termination of Purchaser’s continuous Service for any reason or no reason, with or without cause, including death or Disability,
in which event the Repurchase Period shall commence on the date of termination of Purchaser’s continuous Service.


 


(ii)
Purchaser, Purchaser’s legal representative, or other holder of shares of Common Stock acquired pursuant to this Agreement
attempts to sell, exchange, transfer, pledge, or otherwise dispose of any of the Common Stock in violation of this Agreement or the Right
of First Refusal, in which event the Repurchase Period shall commence on the date the Company receives actual notice of such attempted
sale, exchange, transfer, pledge or other disposition.


 


(iii)
The receivership, bankruptcy, or other creditor’s proceeding regarding Purchaser or the taking of any of the Stock by legal
process, such as a levy of execution, in which event the Repurchase Period shall commence on the date the Company receives actual notice
of the commencement of pendency of the receivership, bankruptcy or other creditor’s proceeding or the date of such taking, as the
case may be, and the Fair Market Value of the shares shall be determined as of the last day of the month preceding the month in which
the proceeding involved commenced or the taking occurred.


 


(b)
The Company may exercise the Repurchase Right for all or any portion of the Purchaser’s Common Stock in the Company’s
sole discretion. The Company shall exercise its Repurchase Right only for cash for the Common Stock and shall give Purchaser written
notice (accompanied by payment for the Common Stock) within ninety (90) calendar days after the later of the Repurchase Event or a proper
purchase of the Common Stock following such Repurchase Event (including after any extension of the Repurchase Period to avoid a charge
to earnings for financial accounting purposes).


 


(c)
The repurchase price shall be equal to the Fair Market Value of the Common Stock being repurchased at the time of the Repurchase
Event.


 


6.
Legend of Shares. All certificates representing the Common Stock purchased under this
Agreement shall, where applicable, have endorsed thereon the following legends and any other legends required by applicable securities
laws:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT
TO THE RELEVANT PROVISIONS OF U.S. FEDERAL AND STATE OR APPLICABLE FOREIGN SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER U.S. FEDERAL AND STATE OR APPLICABLE FOREIGN
SECURITIES LAWS IS NOT REQUIRED.


 






    A-3


     


    

 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE
WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF. SUCH AGREEMENT PROVIDES FOR CERTAIN TRANSFER
RESTRICTIONS, INCLUDING A REPURCHASE RIGHT AND RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SECURITIES. THE SECRETARY OF
THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.


 


If
the Option is an ISO, then the following legend should be included:


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED UPON EXERCISE OF AN INCENTIVE STOCK OPTION, AND THE COMPANY MUST BE NOTIFIED IF THE
SHARES SHALL BE TRANSFERRED BEFORE THE LATER OF THE TWO (2) YEAR ANNIVERSARY OF THE DATE OF GRANT OF THE OPTION OR THE ONE (1) YEAR ANNIVERSARY
OF THE DATE ON WHICH THE OPTION WAS EXERCISED. THE REGISTERED HOLDER MAY RECOGNIZE ORDINARY INCOME IF THE SHARES ARE TRANSFERRED BEFORE
SUCH DATE.


 


7.
Purchaser’s Investment Representations. 


 


(a)
This Agreement is made with Purchaser in reliance upon Purchaser’s representation to the Company, which by Purchaser’s
acceptance hereof Purchaser confirms, that the Common Stock which Purchaser will receive will be acquired with Purchaser’s own
funds for investment for an indefinite period for Purchaser’s own account, not as a nominee or agent, and not with a view to the
sale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting participation in, or otherwise
distributing the same, but subject, nevertheless, to any requirement of law that the disposition of Purchaser’s property shall
at all times be within Purchaser’s control. By executing this Agreement, Purchaser further represents that Purchaser does not have
any contract, understanding or agreement with any person to sell, transfer, or grant participation to such person or to any third person,
with respect to any shares of the Common Stock.


 


(b)
Purchaser understands that the Common Stock will not be registered or qualified under applicable U.S. federal, state or foreign securities
laws on the ground that the sale provided for in this Agreement is exempt from registration or qualification under applicable U.S. federal,
state or foreign securities laws and that the Company’s reliance on such exemption is predicated on Purchaser’s representations
set forth herein.


 


(c) Purchaser
agrees that in no event shall Purchaser make a disposition of any of the Common Stock (including a disposition under Section 3
of this Agreement), unless and until (i) Purchaser shall have notified the Company of the proposed disposition and shall have
furnished the Company with a statement of the circumstances surrounding the proposed disposition and (ii) Purchaser shall have
furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (A) such disposition will not
require registration or qualification of such Common Stock under applicable U.S. federal, state or foreign securities laws or
(B) appropriate action necessary for compliance with the applicable U.S. federal, state or foreign securities laws has been
taken or (iii) the Company shall have waived, expressly and in writing, its rights under clauses (i) and (ii) of this
Section.


 






    A-4


     


    

 


(d)
With respect to a transaction occurring prior to such date as the Plan and Common Stock thereunder are covered by a valid Form S-8
or similar U.S. federal registration statement, this Subsection shall apply unless the transaction is covered by a broad-based exemption
under applicable state and federal securities laws. In connection with the investment representations made herein, Purchaser represents
that Purchaser is able to fend for himself or herself in the transactions contemplated by this Agreement, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of Purchaser’s investment, has the ability
to bear the economic risks of Purchaser’s investment and has been furnished with and has had access to such information as would
be made available in the form of a registration statement together with such additional information as is necessary to verify the accuracy
of the information supplied and to have all questions answered by the Company.


 


(e)
Purchaser understands that if the Company does not register with the U.S. Securities and Exchange Commission pursuant to section 12
of the U.S. Securities Exchange Act of 1934, as amended, or if a registration statement covering the Common Stock (or a filing pursuant
to the exemption from registration under Regulation A of the Securities Act) under the Securities Act is not in effect when Purchaser
desires to sell the Common Stock, Purchaser may be required to hold the Common Stock for an indeterminate period. Purchaser also acknowledges
that Purchaser understands that any sale of the Common Stock which might be made by Purchaser in reliance upon Rule 144 under the Securities
Act may be made only in limited amounts in accordance with the terms and conditions of that Rule.


 


8.
No Duty to Transfer in Violation of this Agreement. The Company shall not be required
(a) to transfer on its books any shares of Common Stock of the Company which shall have been sold or transferred in violation of
any of the provisions set forth in this Agreement or (b) to treat as owner of such shares or to accord the right to vote as such
owner or to pay dividends to any transferee to whom such shares shall have been so transferred.


 


9.
Rights of Purchaser. 


 


(a)
Except as otherwise provided herein, Purchaser shall, during the term of this Agreement, exercise all rights and privileges of a
shareholder of the Company with respect to the Common Stock.


 


(b)
Nothing in this Agreement shall be construed as a right by Purchaser to be retained by the Company, or a Parent or Subsidiary of
the Company in any capacity. The Company reserves the right to terminate Purchaser’s Service at any time and for any reason without
thereby incurring any liability to Purchaser.


 


10.
Attorney’s Fees; Specific Performance. Grantee shall reimburse the Company for
all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including
reasonable costs of investigation and attorneys’ fees. It is the intention of the parties that the Company, upon exercise of the
Repurchase Right or Right of First Refusal and payment of the applicable consideration for the Common Stock, pursuant to the terms of
this Agreement, shall be entitled to receive the Common Stock, in specie, in order to have such Common Stock available for future issuance
without dilution of the holdings of other stockholders. Furthermore, it is expressly agreed between the parties that money damages are
inadequate to compensate the Company for the Common Stock and that the Company shall, upon proper exercise of the Repurchase Right or
Right of First Refusal, be entitled to specific enforcement of its rights to purchase and receive the Common Stock.


 




    A-5


     


    

 


11.
Resale Restrictions/Market Stand-off. Purchaser hereby agrees that in connection with
any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under
the Securities Act, including the Company’s initial public offering, Purchaser shall not, directly or indirectly, engage in any
transaction prohibited by the underwriter, or sell, make any short sale of, contract to sell, transfer the economic risk of ownership
in, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in
any of the foregoing transactions with respect to any Common Stock without the prior written consent of the Company or its underwriters,
for such period of time after the effective date of such registration statement as may be requested by the Company or such underwriters.
Such period of time shall not exceed one hundred eighty (180) days and may be required by the underwriter as a market condition of the
offering; provided, however, that if either (a) during the last seventeen (17) days of such one hundred eighty (180) day period, the
Company issues an earnings release or material news or a material event relating to the Company occurs or (b) prior to the expiration
of such one hundred eighty (180) day period, the Company announces that it will release earnings results during the sixteen (16) day
period beginning on the last day of the one hundred eighty (180) day period, then the restrictions imposed during such one hundred eighty
(180) day period shall continue to apply until the expiration of the eighteen (18) day period beginning on the issuance of the earnings
release or the occurrence of the material news or material event; provided, further, that in the event the Company or the underwriter
requests that the one hundred eighty (180) day period be extended or modified pursuant to then-applicable law, rules, regulations or
trading policies, the restrictions imposed during the one hundred eighty (180) day period shall continue to apply to the extent requested
by the Company or the underwriter to comply with such law, rules, regulations or trading policies. Purchaser hereby agrees to execute
and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing
or which are necessary to give further effect thereto. To enforce the provisions of this Section, the Company may impose stop-transfer
instructions with respect to the Common Stock until the end of the applicable stand-off period.


 


12.
Other Necessary Actions. The parties agree to execute such further instruments and
to take such further action as may reasonably be necessary to carry out the intent of this Agreement.


 


13.
Notice. Any notice required or permitted under this Agreement shall be given in writing
and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following deposit in the
United States Post Office with postage and fees prepaid, addressed to the other party hereto at the address last known or at such other
address as such party may designate by ten (10) days’ advance written notice to the other party hereto.


 


14.
Successors and Assigns. This Agreement shall inure to the benefit of the successors
and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser and Purchaser’s
heirs, executors, administrators, successors and assigns. The failure of the Company in any instance to exercise the Right of First Refusal
described herein shall not constitute a waiver of any other Right of First Refusal that may subsequently arise under the provisions of
this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach
or condition, whether of a like or different nature.


 


15.
Applicable Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such state.


 


16. No
State Qualification. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED UNDER THE
LAWS OF ANY STATE, AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO
SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION UNDER APPLICABLE STATE LAW. THE RIGHTS OF
ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.


 


17.
No Oral Modification. No modification of this Agreement shall be valid unless made
in writing and signed by the parties hereto.


 


18.
Entire Agreement. This Agreement, the Option Agreement and the Plan constitute the
entire complete and final agreement between the parties hereto with regard to the subject matter hereof.


 


[SIGNATURE
PAGE FOLLOWS]


 




    A-6


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.


 


	 	Bonne Santé Group, Inc. 
	 	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 
	 	Address: 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	PURCHASER: 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	(Signature)
	 	 	 	 
	 	 	 	 
	 	Name (Please Print)
	 	 	 	 
	 	Address:	 
	 	 	 
	 	 	 


 


Bonne Santé
Group, Inc.


Notice of
Exercise and Common Stock Purchase Agreement

 




     


     


    

 


ANNEX
I


 


ACKNOWLEDGMENT
OF AND AGREEMENT TO BE BOUND

BY THE NOTICE OF EXERCISE AND COMMON STOCK PURCHASE AGREEMENT OF

Bonne Santé Group, Inc.


 


The
undersigned, as transferee of shares of Bonne Santé Group, Inc. hereby acknowledges that he or she has read and reviewed the terms
of the Notice of Exercise and Common Stock Purchase Agreement of Bonne Santé Group, Inc. and hereby agrees to be bound by the
terms and conditions thereof, as if the undersigned had executed said Agreement as an original party thereto.


 


Dated:
____________________, ____.


 


	 	(Signature of Transferee)
	 	 
	 	 
	 	(Printed Name of Transferee)