Exhibit 10.18


 


THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT


 


This Third Amendment, dated
July 1, 2021 (the “Third Amendment”), shall form a part of that certain Securities Purchase Agreement, dated February
11, 2020 (the “Purchase Agreement”), as amended by that certain First Amendment to Securities Purchase Agreement, dated
July 7, 2020 (the “First Amendment”), and that certain Second Amendment to Securities Purchase Agreement, dated June
4, 2021(the “Second Amendment” and collectively with the First Amendment and the Purchase Agreement, the “Agreement”),
among Bonne Santé 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”). The Buyer, the Companies and the Seller may each be referred to herein individually
as a “Party” or together as the “Parties.”


 


To the extent that
the term of this Third Amendment conflict with these contained in the Agreement, the terms of this Third Amendment shall control. Capitalized
terms not defined herein shall have the meanings assigned to them on the Purchase Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing premises and the respective representations and warranties, covenants and agreements contained herein, the Parties agree
as follows:


 


1. Section
1.1 of the Purchase Agreement shall be amended to include the following definition:


 


“Adjustment
Payment Date” means the earlier of (a) six months following the Closing or (b) two (2) days after the closing date of the Buyer’s
proposed initial public offering.


 


2. The
definition of “Minimum Working Capital” in Section 1.1 of the Agreement shall be amended to read as follows:


 


““Minimum
Working Capital Requirement” means the average monthly working capital for the twelve-month period ended April 30, 2021, which
shall not include the McKesson Claim as a part of the Accounts Payable.”


 


3. Section
2.2(b)(iii) of the Agreement shall be amended to read as follows:


 


“If the
Closing Working Capital exceeds the Minimum Working Capital, then the Buyer shall pay to the Seller an amount in cash that is equal to
the deficiency on or before the Adjustment Payment Date. If the Minimum Working Capital exceeds the Closing Working Capital, then the
Seller shall pay to the Buyer an amount in cash that is equal to the deficiency on or before the Adjustment Payment Date.”


 






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4. All
other terms and conditioned contained within the Agreement shall remain in full force and effect.


 


5. Counterparts.
This Third Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf
or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all
purposes.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the Parties
hereto have caused this Third Amendment to be duly executed as of the date first above written.


 


	 	BUYER:
	 	 
	 	BONNE SANTÉ GROUP, INC.
	 	 	 
	 	By: 	/s/ Alfonso J. Cervantes
	 	Name:  	Alfonso J. Cervantes
	 	Title: 	Executive Chairman
	 	 	 
	 	COMPANIES:
	 	 
	 	DOCTORS SCIENTIFIC ORGANICA L.L.C.
	 	 	 
	 	By: 	/s/ Sasson E. Moulav
	 	Name: 	Dr. Sasson E. Moulavi
	 	Title: 	Manager
	 	 	 
	 	OYSTER MANAGEMENT SERVICES LTD
	 	 	 
	 	By: 	/s/ Sasson E. Moulav
	 	Name: 	Dr. Sasson E. Moulavi
	 	Title: 	Manager
	 	 	 
	 	LAWEE ENTERPRISES L.L.C. 
	 	 	 
	 	By: 	/s/ Sasson E. Moulav
	 	Name: 	Dr. Sasson E. Moulavi
	 	Title: 	Manager
	 	 	 
	 	U.S. MEDICAL CARE HOLDINGS, L.L.C.
	 	 	 
	 	By: 	/s/ Sasson E. Moulav
	 	Name: 	Dr. Sasson E. Moulavi
	 	Title: 	Manager
	 	 	 
	 	SELLER:
	 	 
	 	DR. SASSON E. MOULAVI
	 	 
	 	/s/ Sasson E. Moulav


 


 


 


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