Exhibit 10.14


  





 


THIS
NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE
TO THE HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3)
THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UPON RECEIVING
A WRITTEN REQUEST FOR SUCH INFORMATION AT THE FOLLOWING ADDRESS: 990 BISCAYNE BLVD., SUITE 503, MIAMI, FL 33132.


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY
FOREIGN JURISDICTION. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED,
SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR THE
AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES
LAWS.


 


SMART
FOR LIFE, INC.


ORIGINAL
ISSUE DISCOUNT SECURED SUBORDINATED NOTE


 


	Principal Amount $ 2,272,727.27	Original Issue
Date: July 29, 2022
	Debenture Purchase Amount $2,000,000	 


  


For
value received, Smart for Life, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order
of Joseph X Xiras (“Holder”) in lawful money of the United States of America the principal amount of $ 2,272,727.27
(the “Principal Amount”), together with accrued and unpaid interest thereon, each due and payable on the date and
in the manner set forth below.


 


This
original issue discount secured subordinated note (the “Note”) is being issued by the Company pursuant to that certain
Note Purchase Agreement, dated as of July 29, 2022, by and among the Company and Holder (the “Purchase Agreement”),
and is subject to its terms. In the event of any conflict between this Note and the Purchase Agreement, the terms of the Purchase Agreement
will control.


 


1. Original
Issue Discount. This Note has been issued with “original issue discount” of twelve percent (12%) for U.S. Federal income
tax purposes. The Company will make available to any holder of this Debenture (i) the issue price and issue date of the Note, (ii) the
amount of original issue discount on the Note, (iii) the yield to maturity of the Note, and (iv) any other information required to be
made available by U.S. Treasury Regulations upon receiving a written request for such information at the following address: 990 Biscayne
Blvd., Suite 503, Miami, FL 33132.


 







     


     


    

 



2. Repayment.
The outstanding Principal Amount of this Note and all accrued interest shall be due and payable on July 29, 2027 (the “Maturity
Date”). Principal and interest shall be amortized on a 60-month straight-line basis and payable in accordance with the amortization
schedule set forth on Exhibit A to this Note (the “Amortization Schedule”). The Maturity Date may be extended
by a written agreement between the Holder and the Company.


 


3. Interest.
Interest shall accrue on the unpaid Principal Amount from the date hereof until such Principal Amount is repaid in full at the rate of
16% per annum (the “Interest”). Interest shall be paid on the Maturity Date. All computations of the Interest rate
hereunder shall be made on the basis of a 365-day year.


 


4. Prepayment.
The Principal Amount and all accrued and unpaid Interest on this Note may be prepaid without penalty, in whole or in part, in the Company’s
sole discretion, provided however, in no event before January 15, 2023, unless with the explicit prior written approval of the Holder.


 


5. Events
of Default. An “Event of Default” shall occur hereunder:


 


(a) if
the Company shall default in the payment of the Principal Amount or any Interest on this Note, when and as the same shall become due
and payable and after written demand for payment thereof has been made and such amount remains unpaid for 30 business days after the
date of such notice;


 


(b) if
the Company shall default in the due observance or performance of any covenant, representation, warranty, condition or agreement on the
part of the Company to be observed or performed pursuant to the terms hereof or pursuant to the terms of the Purchase Agreement, and
such default is not remedied or waived within the time periods permitted therein, or if no cure period is provided therein, within 30
business days after the Company receives written notice of such default; or


 


(c) if
the Company shall commence any proceeding in bankruptcy or for dissolution, liquidation, winding-up, composition or other relief under
state or federal bankruptcy laws, or if such proceedings are commenced against the Company, or a receiver or trustee is appointed for
the Company or a substantial part of its property, and such proceeding or appointment is not dismissed or discharged within 120 calendar
days after its commencement.


 




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6. Acceleration.
If an Event of Default under Section 5(c) above occurs, then the Principal Amount and all accrued and unpaid Interest on this Note shall
automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are expressly
waived. If any other Event of Default occurs and is continuing, the Holder may declare the Principal Amount and all accrued and unpaid
Interest on this Note to be due and payable immediately only upon written notice to the Company. Upon any such declaration of acceleration,
such Principal Amount and Interest shall become immediately due and payable, and the Holder shall be entitled to exercise all of its
rights and remedies hereunder and under the Purchase Agreement whether at law or in equity. The failure of the Holder to declare this
Note due and payable shall not be a waiver of its right to do so, and the Holder shall retain the right to declare this Note due and
payable unless the Holder shall execute a written waiver.


 


7. Subordination.


 


(a) All
claims of the Holder to the Principal Amount, Interest and any other amounts at any time owed under this Note (collectively, “Junior
Indebtedness”) are hereby expressly subordinated in right of payment, as herein set forth, to the prior payment in full of
all Senior Indebtedness (as defined below). In addition, the Junior Indebtedness is hereby expressly made pari passu in right
of payment to any other unsecured indebtedness incurred, now or in the future, by the Company in favor of any third party. For the purpose
hereof, “Senior Indebtedness” shall mean all indebtedness of the Company, whether outstanding on the date of execution
of this Note or thereafter created, to Diamond Creek Capital, LLC, a Delaware limited liability company (“Diamond Creek”),
pursuant to that certain Loan Agreement dated as of July 1, 2021 by and between Diamond Creek and the Borrower (as therein defined),
as amended.


 


(b) No
payment under Junior Indebtedness shall be made by the Company, nor shall the Holder exercise any remedies under the Junior Indebtedness
(including taking any legal action (whether judicial or otherwise) to collect the Junior Indebtedness), if, at the time of such payment,
exercise or immediately after giving effect thereto, (i) there shall exist any “Default” or “Event of Default”
under any agreements governing any of the Senior Indebtedness or (ii) the maturity of any of the Senior Indebtedness has been accelerated
and such acceleration has not been waived or such Senior Indebtedness has not been paid in full; provided, however, that
(x) in the event that the holder of the Senior Indebtedness accelerates such Senior Indebtedness, then the Holder may accelerate the
indebtedness evidenced by this Note, and (y) if the Company is permitted under the terms of the Senior Indebtedness to pay an amount
due and owing under this Note and fails to make such payment, then so long as the terms of the Senior Indebtedness do not prohibit such
action, the Holder may exercise its rights to be paid such amount, but only such amount (and Holder shall not be permitted to accelerate
hereunder).


 




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(c) Upon
any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness of the Company shall first be paid in full,
or payment thereof provided for in money, before any payment is made under Junior Indebtedness; and upon any such dissolution or winding
up or liquidation or reorganization, any distribution of assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holder as holder of the Junior Indebtedness would be entitled except for the provisions hereof, shall be paid
by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution,
or by the Holder if received by Holder, directly to the holder of the Senior Indebtedness, or its representatives, to the extent necessary
to pay all such Senior Indebtedness in full, in money, after giving effect to any concurrent prepayment or distribution to or for the
benefit of the holder of such Senior Indebtedness, before any payment or distribution is made to the Holder with respect to the Junior
Indebtedness. If the holder of the Senior Indebtedness in good faith believes Holder may fail to timely file a proof of claim in any
such proceeding, the holder of the Senior Indebtedness may do so for Holder.


 


(d) In
the event that any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
prohibited by the foregoing shall be received by the Holder before all the Senior Indebtedness is paid in full, or provisions made for
such payment, in accordance with its terms, such payment or distribution shall be held for the benefit of, and shall be paid over or
delivered to, the holder of the Senior Indebtedness or its representative or representatives, as their respective interests may appear,
for application to the payment of all the Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness
in full, in money, in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holder of
such Senior Indebtedness.


 


(e) The
provisions hereof are solely for the purpose of defining the relative rights of the holder of the Senior Indebtedness on the one hand
and the Holder as holder of the Junior Indebtedness on the other hand, and nothing herein shall impair, as between the Company and the
Holder, the obligations of the Company under the Junior Indebtedness, which are unconditional and absolute. With this in mind, notwithstanding
the other provisions of this Section 7, if and so long as all documents governing the Senior Indebtedness permit one of the actions restricted
by this Section 7, the restriction shall be waived and the restricted action permitted hereunder.


 


(f) No
right of the holder of any Senior Indebtedness to enforce the subordination as herein provided shall at any time in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or any act or failure to act, in good faith, by the holder of the
Senior Indebtedness, or any noncompliance by the Company with the terms, provisions and covenants hereof, regardless of any knowledge
thereof the holder of the Senior Indebtedness may have or be otherwise charged with. Without in any way limiting the generality of the
foregoing, the holder of the Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Holder,
without incurring responsibility to the Holder and without impairing or releasing the subordination provided in this Debenture or the
obligations hereunder of the Holder to the holder of the Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or create, renew or alter, the Senior Indebtedness, or otherwise amend or
supplement in any manner the Senior Indebtedness or any instrument evidencing the same or any agreement under which the Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior
Indebtedness; (iii) release any person liable or contingently liable in any manner for the payment or collection of the Senior Indebtedness;
and/or (iv) exercise or refrain from exercising any rights against the Company or any other person.


 




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(g) [Reserved].


 


(h) Notwithstanding
the provisions of this Section 7, the Holder shall not be charged with knowledge of the existence of facts which would prohibit the making
of any payments on the Junior Indebtedness unless and until the holder of the Senior Indebtedness or its representatives send written
notice to Holder of same.


 


(i) Subject
to the payment in full of all the Senior Indebtedness, the Holder as holder of the Junior Indebtedness shall be subrogated to the rights
of the holder of the Senior Indebtedness to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness
until the Senior Indebtedness shall be paid in full.


 


(j) The
Holder shall confirm (in writing) the above subordination provisions if requested by the holder of the Senior Indebtedness, and shall
execute and deliver such additional subordination agreements, consistent with the foregoing as the holder of Senior Indebtedness may
require.


 


 8. Security Interest; Guaranty.




 


(a) To
induce the Holder to make the loan to the Company under this Note, each of the Company’s five operating subsidiaries, Bonne Sante’
Natural Manufacturing, Inc., Doctors Scientific Organica, LLC, Nexus Offers, Inc., GSP Nutrition, Inc., and Ceautamed Worldwide, LLC
(each a “Guarantor,” and collectively the “Guarantors”), hereby absolutely, unconditionally and
irrevocably guarantees to the Holder the due and punctual payment, observance, performance and discharge of all of the obligations of
the Company under this Note if and when due. Each Guarantor agrees that the Holder may proceed against such Guarantor separately or collectively
with the other Guarantors and the Company without prejudicing or waiving any of the Holder’s rights under any other obligations
or under this Note. In the event the Company fails to perform, satisfy or observe the terms of this Note required to be performed, satisfied
or observed by the Company, the Guarantors will promptly and fully perform, satisfy and observe such obligations in the place of the
Company. The Guarantors shall pay, reimburse and indemnify the Holder for any and all reasonable attorneys’ fees arising or resulting
from the failure of the Company to perform, satisfy or observe any of the terms of this Note. The guarantee described in this Section
8(a) (the “Guarantee”) is binding upon each Guarantor and the heirs, estate, executors, personal representatives,
successors in interest and assigns of each Guarantor and inures to the benefit of the Holder and it successors and assigns.


 


As
security for the obligation of this Note and the Guarantee, each of the Company and the Guarantors hereby pledges to the Holder, and
grants to the Holder, a security interest in and to the Collateral (as defined below). Each of the Company and the Guarantors hereby
agrees not to transfer or assign any of the Collateral as long as any obligations of this Note remain unpaid.


 






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Each
of the Company and the Guarantors hereby irrevocably authorizes the Holder at any time and from time to time to file in any relevant
jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article
9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral.


 


Each
of the Company and the Guarantors represents and warrants to the Holder that, on the date hereof, any and all financing statements, agreements,
instruments and other documents necessary to perfect the security interests granted by the Company and the Guarantors to the Holder in
respect of the Collateral and, to the extent necessary or appropriate, to the extent requested and delivered to the Company or a Guarantor
by the Holder, have been duly executed and delivered to the Holder. Each of the Company and the Guarantors agrees that it will maintain
the security interests created by this Note in the Collateral as a perfected second position security interest.


 


Each
of the Company and the Guarantors shall take such further actions, and execute and/or deliver to the Holder such additional financing
statements, amendments, assignments, agreements, supplements, powers and instruments, as the Holder may in his judgment deem necessary
or appropriate in order to perfect, preserve and protect the security interests in the Collateral as provided herein and the rights and
interests granted to the Holder hereunder, and enable the Holder to exercise and enforce its rights, powers and remedies hereunder with
respect to any Collateral. If a Default has occurred and is continuing, the Holder may institute and maintain, in his own name, such
suits and proceedings as the Holder may deem to be necessary or expedient to prevent any impairment of the security interests in or the
perfection thereof in the Collateral. Each of the Company and the Guarantors shall cooperate with all of the foregoing at their sole
cost and expense.


 


Each
of the Company and the Guarantors represents and warrants that it has good title to all of its Collateral. This Section 8 is effective
to create in favor of the Holder, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof.


 


Each
of the Company and the Guarantors shall, jointly and severally, at its sole cost and expense, defend title to the Collateral and the
security interest and lien granted to the Holder with respect thereto against all claims and demands of all persons at any time claiming
any interest therein adverse to the Holder.


 


Neither
the Company nor the Guarantors, as applicable, shall change (i) its legal name, identity, type of organization or corporate structure;
(ii) the location of the its chief executive office or its principal place of business, except with not less than thirty (30) days written
notice to the Holder; (iii) its organizational identification number (if any); or (iv) its jurisdiction of organization, with not less
than thirty (30) days written notice to the Holder, (in each case, including by merging with or into any other entity, reorganizing,
organizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction).


 






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In
the event that the proceeds of any casualty insurance claim are paid to the Company or a Guarantor in respect of the Collateral, such
net cash proceeds shall be used to repair or replace the Company’s or such Guarantor’s (as the case may be) damaged or lost
property within 180 days of such damage or loss, or in the event that such repair or replacement is not feasible following the casualty,
such net cash proceeds shall instead be held in trust for the benefit of the Holder and immediately after receipt thereof shall be paid
to the Holder for application in accordance with this Note.


 


If
any Default shall have occurred and be continuing:


 


the
Holder may exercise, without any other notice to or demand upon the Company and/or the Guarantors, in addition to the other rights and
remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC
(whether or not the UCC applies to the affected Collateral) and also may, in compliance with applicable law:


 


with
written notice specified below, sell, resell, assign and deliver or grant a license to use or otherwise dispose of the Collateral or
any part thereof, in one or more parcels at public or private sale (in which the Company and/or Guarantor and/or any of their stockholders,
creditors or designees shall be entitled to participate), for cash, on credit or for future delivery, and upon such other terms as are
commercially reasonable; and


 


exercise
any and all rights and remedies of the Holder under or in connection with the Collateral, or otherwise in respect of the Collateral.


 


The
Holder shall give at least 10 days’ written notice (which notice can run concurrently with any required notice periods as to default
set forth herein) to the Company and/or the Guarantors, as the case may be, of the time and place of any public or private sale of Collateral.
At any sale of the Collateral, if permitted by applicable law, the Holder may be the purchaser, licensee, assignee or recipient of the
Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price
for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the obligations under this
Note as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted
by applicable law, each of the Company and the Guarantors waives all claims, damages and demands it may acquire against the Holder arising
out of the exercise by it of any rights hereunder. Each of the Company and the Guarantors hereby waives and releases to the fullest extent
permitted by law any right or equity of redemption with respect to the Collateral after any sale hereunder, and all rights, if any, of
marshaling the Collateral and any other security for the obligations under the Note or otherwise, in accordance with applicable law.
The Holder shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor
shall it be under any obligation to take any action with regard thereto. The Holder shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Holder may adjourn any public or private sale from time to time by announcement at
the time and place fixed therefore, and such sale, may, without further notice, be made at the time and place to which it was so adjourned.
The Holder shall not be obligated to clean-up or otherwise prepare the Collateral for sale.


 






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Upon
the exercise by the Holder of its remedies hereunder, any proceeds received by the Holder in respect of any realization upon any Collateral
shall be applied pursuant to this Note. The Guarantors and the Company shall remain liable hereunder for any deficiency if the proceeds
of any sale or other disposition of the Collateral are insufficient to pay the obligations under this Note and the fees and other charges
of any attorneys employed by the Holder to collect such deficiency.


 


Upon
payment in full of all obligations hereunder, the security interest in the Collateral shall be terminated and the Holder will, at the
Company’s request and expense, take all necessary action and make such appropriate filings as required to terminate the security
interest.


 


For
purposes of this Section 8, “Collateral” means, with respect to each of the Guarantors, all of Guarantor’s present
and future right, title and interest in and to any and all of the personal property of the Guarantor whether such property is now existing
or hereafter created, acquired or arising and wherever located from time to time, including without limitation: (1) accounts; (2) chattel
paper; (3) goods; (4) inventory; (5) equipment; (6) fixtures; (7) instruments; (8) investment property; (9) documents; (10) commercial
tort claims; (11) deposit accounts; (12) letter-of-credit rights; (13) general intangibles; (14) supporting obligations; and (15) all
proceeds and products of the foregoing.


 


9. Attorney’s
Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial
proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition
to the principal amount and interest payable hereunder, reasonable attorneys’ fees and costs incurred by Holder.


 


10. Mutilated,
Destroyed, Lost or Stolen Debenture. If this Note shall become mutilated or defaced, or be destroyed, lost or stolen, the Company
shall execute and deliver a new note of like principal amount in exchange and substitution for the mutilated or defaced Note, or in lieu
of and in substitution for the destroyed, lost or stolen Note. In the case of a mutilated or defaced Note, the Holder shall surrender
such Note to the Company. In the case of any destroyed, lost or stolen Note, the Holder shall furnish to the Company a lost affidavit
in customary form (including customary indemnification).


 


11. Waiver
of Notice of Presentment. The Company hereby waives presentment, demand for performance, notice of non-performance, protest, notice
of protest and notice of dishonor. No delay on the part of Holder in exercising any right hereunder shall operate as a waiver of such
right or any other right.


 


12. Non-Waiver.
The failure of the Holder to enforce or exercise any right or remedy provided in this Note or at law or in equity upon any default or
breach shall not be construed as waiving the rights to enforce or exercise such or any other right or remedy at any later date. No exercise
of the rights and powers granted in or held pursuant to this Note by the Holder, and no delays or omissions in the exercise of such rights
and powers shall be held to exhaust the same or be construed as a waiver thereof, and every such right and power may be exercised at
any time and from time to time.


 






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13. Usury.
Notwithstanding anything herein to the contrary, this Note is subject to the express condition that at no time shall the Company be obligated
or required to pay Interest hereunder at a rate which could subject the Holder to either civil or criminal liability as a result of being
in excess of the maximum contract rate which is permitted by law. If, by the terms of this Note, the Company is at any time required
or obligated to pay Interest at a rate in excess of the maximum contract rate which is permitted by law, the rate of Interest under this
Note shall be immediately reduced to the maximum contract rate which is permitted by law and all Interest payable hereunder shall be
computed at the maximum contract rate permitted by law, and the portion of all prior Interest payments in excess of the maximum contract
rate permitted by law shall be applied to and shall be deemed to have been payments made for the reduction of the outstanding Principal
Amount of this Note.


 


14. Assignment.
This Note and the rights hereunder may not be assigned or transferred by the Holder, other than to an affiliate of the Holder, without
the prior written consent of the Company, provided that any affiliate transferee, prior to effectiveness of such transfer, must
agree in writing to be subject to the terms of this Note to the same extent as if such affiliate transferee were the original holder,
and provided further that the Holder must give written notice to the Company of its intention to effect such transfer.
Any purported assignment in contravention of this Section 14 shall be null and void. Subject to the foregoing, this Note shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.


 


15. Amendment.
Any term of this Note may be amended, and any provision hereof waived, with the written consent of the Company and the Holder. Any amendment
effected in accordance with this Section 15 shall be binding upon the Holder, each future holder of the Note, and the Company.


 


16. Notices.
Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly
given if given in accordance with the provisions of the Purchase Agreement.


 


17. Governing
Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of Florida, without regard to
its conflicts of laws or choice of law provisions.


 


18. Headings.
The descriptive headings contained in this Note are included for convenience of reference only and will not affect in any way the meaning
or interpretation of this Note.


 


19. Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this
Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance
with its terms.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the Company has duly executed and delivered this Note as of the date first above written.


 


	 	COMPANY:
	 	 	 
	 	Smart For Life, Inc.
	 	 	 
	 	By:
    	/s/
    Alfonso J. Cervantes, Jr.
	 	Name:
    	Alfonso
    J. Cervantes, Jr.
	 	Title:	Executive
    Chairman
	 	 	 
	 	GUARANTORS:
	 	 	 
	 	Bonne Sante’ Natural Manufacturing, Inc.
	 	 	 
	 	By:
    	/s/
    Alfonso J. Cervantes, Jr.
	 	Name:
    	Alfonso
    J. Cervantes, Jr.
	 	Title:	Executive
    Chairman
	 	 	 
	 	Doctors Scientific Organica, LLC 
	 	 	 
	 	By:
    	/s/
    Alfonso J. Cervantes, Jr.
	 	Name:
    	Alfonso
    J. Cervantes, Jr.
	 	Title:	Executive
    Chairman
	 	 	 
	 	Nexus Offers, Inc.
	 	 	 
	 	By:
    	/s/
    Alfonso J. Cervantes, Jr.
	 	Name:
    	Alfonso
    J. Cervantes, Jr.
	 	Title:	Executive
    Chairman
	 	 	 
	 	GSP Nutrition, Inc.
	 	 	 
	 	By:
    	/s/
    Alfonso J. Cervantes, Jr.
	 	Name:
    	Alfonso
    J. Cervantes, Jr.
	 	Title:	Executive
    Chairman
	 	 	 
	 	Ceautamed Worldwide, LLC
	 	 	 
	 	By:
    	/s/
    Alfonso J. Cervantes, Jr.
	 	Name:
    	Alfonso
    J. Cervantes, Jr.
	 	Title:	Executive
    Chairman



 



     


     


    

 


EXHIBIT
A


 


Amortization
Schedule


 


	Enter Values	 	 	 	 	Loan Summary	 	 	 
	Loan amount	 	$	2,272,727.27	 	 	Scheduled payment	 	$	55,268.31	 
	Annual interest rate	 	 	16.00	%	 	Scheduled number of payments	 	 	60	 
	Loan period in years	 	 	5	 	 	Actual number of payments	 	 	60	 
	Number of payments per year	 	 	12	 	 	Total early payments	 	$	0.00	 
	Start date of loan	 	 	8/1/2022	 	 	Total interest	 	$	1,043,371.42	 
	Optional extra payments	 	$	0.00	 	 	Lender name	 	 	Joe Xiras	 



 


	Payment

 Number	 	Payment
 Date	 	Beginning
 Balance	 	 	Scheduled Payment	 	 	Total
 Payment	 	 	Principal	 	 	Interest	 	 	Ending
 Balance	 	 	Cumulative
 Interest	 
	1	 	8/1/2022	 	$	2,272,727.27	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	24,965.28	 	 	$	30,303.03	 	 	$	2,247,761.99	 	 	$	30,303.03	 
	2	 	9/1/2022	 	$	2,247,761.99	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	25,298.15	 	 	$	29,970.16	 	 	$	2,222,463.84	 	 	$	60,273.19	 
	3	 	10/1/2022	 	$	2,222,463.84	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	25,635.46	 	 	$	29,632.85	 	 	$	2,196,828.38	 	 	$	89,906.04	 
	4	 	11/1/2022	 	$	2,196,828.38	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	25,977.27	 	 	$	29,291.05	 	 	$	2,170,851.11	 	 	$	119,197.09	 
	5	 	12/1/2022	 	$	2,170,851.11	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	26,323.63	 	 	$	28,944.68	 	 	$	2,144,527.48	 	 	$	148,141.77	 
	6	 	1/1/2023	 	$	2,144,527.48	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	26,674.61	 	 	$	28,593.70	 	 	$	2,117,852.87	 	 	$	176,735.47	 
	7	 	2/1/2023	 	$	2,117,852.87	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	27,030.27	 	 	$	28,238.04	 	 	$	2,090,822.59	 	 	$	204,973.51	 
	8	 	3/1/2023	 	$	2,090,822.59	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	27,390.68	 	 	$	27,877.63	 	 	$	2,063,431.92	 	 	$	232,851.14	 
	9	 	4/1/2023	 	$	2,063,431.92	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	27,755.89	 	 	$	27,512.43	 	 	$	2,035,676.03	 	 	$	260,363.57	 
	10	 	5/1/2023	 	$	2,035,676.03	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	28,125.96	 	 	$	27,142.35	 	 	$	2,007,550.07	 	 	$	287,505.91	 
	11	 	6/1/2023	 	$	2,007,550.07	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	28,500.98	 	 	$	26,767.33	 	 	$	1,979,049.09	 	 	$	314,273.25	 
	12	 	7/1/2023	 	$	1,979,049.09	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	28,880.99	 	 	$	26,387.32	 	 	$	1,950,168.10	 	 	$	340,660.57	 
	13	 	8/1/2023	 	$	1,950,168.10	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	29,266.07	 	 	$	26,002.24	 	 	$	1,920,902.03	 	 	$	366,662.81	 
	14	 	9/1/2023	 	$	1,920,902.03	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	29,656.28	 	 	$	25,612.03	 	 	$	1,891,245.74	 	 	$	392,274.84	 
	15	 	10/1/2023	 	$	1,891,245.74	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	30,051.70	 	 	$	25,216.61	 	 	$	1,861,194.04	 	 	$	417,491.45	 
	16	 	11/1/2023	 	$	1,861,194.04	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	30,452.39	 	 	$	24,815.92	 	 	$	1,830,741.65	 	 	$	442,307.37	 
	17	 	12/1/2023	 	$	1,830,741.65	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	30,858.42	 	 	$	24,409.89	 	 	$	1,799,883.23	 	 	$	466,717.26	 
	18	 	1/1/2024	 	$	1,799,883.23	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	31,269.87	 	 	$	23,998.44	 	 	$	1,768,613.36	 	 	$	490,715.70	 
	19	 	2/1/2024	 	$	1,768,613.36	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	31,686.80	 	 	$	23,581.51	 	 	$	1,736,926.56	 	 	$	514,297.21	 
	20	 	3/1/2024	 	$	1,736,926.56	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	32,109.29	 	 	$	23,159.02	 	 	$	1,704,817.27	 	 	$	537,456.23	 
	21	 	4/1/2024	 	$	1,704,817.27	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	32,537.41	 	 	$	22,730.90	 	 	$	1,672,279.86	 	 	$	560,187.13	 
	22	 	5/1/2024	 	$	1,672,279.86	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	32,971.25	 	 	$	22,297.06	 	 	$	1,639,308.61	 	 	$	582,484.19	 
	23	 	6/1/2024	 	$	1,639,308.61	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	33,410.86	 	 	$	21,857.45	 	 	$	1,605,897.75	 	 	$	604,341.64	 
	24	 	7/1/2024	 	$	1,605,897.75	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	33,856.34	 	 	$	21,411.97	 	 	$	1,572,041.40	 	 	$	625,753.61	 
	25	 	8/1/2024	 	$	1,572,041.40	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	34,307.76	 	 	$	20,960.55	 	 	$	1,537,733.64	 	 	$	646,714.16	 
	26	 	9/1/2024	 	$	1,537,733.64	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	34,765.20	 	 	$	20,503.12	 	 	$	1,502,968.45	 	 	$	667,217.28	 



 






     


     


    

 


	27	 	10/1/2024	 	$	1,502,968.45	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	35,228.73	 	 	$	20,039.58	 	 	$	1,467,739.72	 	 	$	687,256.86	 
	28	 	11/1/2024	 	$	1,467,739.72	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	35,698.45	 	 	$	19,569.86	 	 	$	1,432,041.27	 	 	$	706,826.72	 
	29	 	12/1/2024	 	$	1,432,041.27	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	36,174.43	 	 	$	19,093.88	 	 	$	1,395,866.84	 	 	$	725,920.60	 
	30	 	1/1/2025	 	$	1,395,866.84	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	36,656.75	 	 	$	18,611.56	 	 	$	1,359,210.09	 	 	$	744,532.16	 
	31	 	2/1/2025	 	$	1,359,210.09	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	37,145.51	 	 	$	18,122.80	 	 	$	1,322,064.57	 	 	$	762,654.96	 
	32	 	3/1/2025	 	$	1,322,064.57	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	37,640.78	 	 	$	17,627.53	 	 	$	1,284,423.79	 	 	$	780,282.49	 
	33	 	4/1/2025	 	$	1,284,423.79	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	38,142.66	 	 	$	17,125.65	 	 	$	1,246,281.13	 	 	$	797,408.14	 
	34	 	5/1/2025	 	$	1,246,281.13	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	38,651.23	 	 	$	16,617.08	 	 	$	1,207,629.90	 	 	$	814,025.22	 
	35	 	6/1/2025	 	$	1,207,629.90	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	39,166.58	 	 	$	16,101.73	 	 	$	1,168,463.32	 	 	$	830,126.96	 
	36	 	7/1/2025	 	$	1,168,463.32	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	39,688.80	 	 	$	15,579.51	 	 	$	1,128,774.52	 	 	$	845,706.47	 
	37	 	8/1/2025	 	$	1,128,774.52	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	40,217.98	 	 	$	15,050.33	 	 	$	1,088,556.54	 	 	$	860,756.79	 
	38	 	9/1/2025	 	$	1,088,556.54	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	40,754.22	 	 	$	14,514.09	 	 	$	1,047,802.31	 	 	$	875,270.88	 
	39	 	10/1/2025	 	$	1,047,802.31	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	41,297.61	 	 	$	13,970.70	 	 	$	1,006,504.70	 	 	$	889,241.58	 
	40	 	11/1/2025	 	$	1,006,504.70	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	41,848.25	 	 	$	13,420.06	 	 	$	964,656.45	 	 	$	902,661.64	 
	41	 	12/1/2025	 	$	964,656.45	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	42,406.23	 	 	$	12,862.09	 	 	$	922,250.22	 	 	$	915,523.73	 
	42	 	1/1/2026	 	$	922,250.22	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	42,971.64	 	 	$	12,296.67	 	 	$	879,278.58	 	 	$	927,820.40	 
	43	 	2/1/2026	 	$	879,278.58	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	43,544.60	 	 	$	11,723.71	 	 	$	835,733.98	 	 	$	939,544.11	 
	44	 	3/1/2026	 	$	835,733.98	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	44,125.19	 	 	$	11,143.12	 	 	$	791,608.79	 	 	$	950,687.23	 
	45	 	4/1/2026	 	$	791,608.79	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	44,713.53	 	 	$	10,554.78	 	 	$	746,895.26	 	 	$	961,242.01	 
	46	 	5/1/2026	 	$	746,895.26	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	45,309.71	 	 	$	9,958.60	 	 	$	701,585.56	 	 	$	971,200.62	 
	47	 	6/1/2026	 	$	701,585.56	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	45,913.84	 	 	$	9,354.47	 	 	$	655,671.72	 	 	$	980,555.09	 
	48	 	7/1/2026	 	$	655,671.72	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	46,526.02	 	 	$	8,742.29	 	 	$	609,145.70	 	 	$	989,297.38	 
	49	 	8/1/2026	 	$	609,145.70	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	47,146.37	 	 	$	8,121.94	 	 	$	561,999.33	 	 	$	997,419.32	 
	50	 	9/1/2026	 	$	561,999.33	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	47,774.99	 	 	$	7,493.32	 	 	$	514,224.34	 	 	$	1,004,912.65	 
	51	 	10/1/2026	 	$	514,224.34	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	48,411.99	 	 	$	6,856.32	 	 	$	465,812.35	 	 	$	1,011,768.97	 
	52	 	11/1/2026	 	$	465,812.35	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	49,057.48	 	 	$	6,210.83	 	 	$	416,754.87	 	 	$	1,017,979.80	 
	53	 	12/1/2026	 	$	416,754.87	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	49,711.58	 	 	$	5,556.73	 	 	$	367,043.29	 	 	$	1,023,536.54	 
	54	 	1/1/2027	 	$	367,043.29	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	50,374.40	 	 	$	4,893.91	 	 	$	316,668.89	 	 	$	1,028,430.45	 
	55	 	2/1/2027	 	$	316,668.89	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	51,046.06	 	 	$	4,222.25	 	 	$	265,622.83	 	 	$	1,032,652.70	 
	56	 	3/1/2027	 	$	265,622.83	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	51,726.67	 	 	$	3,541.64	 	 	$	213,896.16	 	 	$	1,036,194.34	 
	57	 	4/1/2027	 	$	213,896.16	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	52,416.36	 	 	$	2,851.95	 	 	$	161,479.80	 	 	$	1,039,046.28	 
	58	 	5/1/2027	 	$	161,479.80	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	53,115.25	 	 	$	2,153.06	 	 	$	108,364.55	 	 	$	1,041,199.35	 
	59	 	6/1/2027	 	$	108,364.55	 	 	$	55,268.31	 	 	$	55,268.31	 	 	$	53,823.45	 	 	$	1,444.86	 	 	$	54,541.10	 	 	$	1,042,644.21	 
	60	 	7/1/2027	 	$	54,541.10	 	 	$	55,268.31	 	 	$	54,541.10	 	 	$	53,813.88	 	 	$	727.21	 	 	$	0.00	 	 	$	1,043,371.42