X0202 4 2007-12-12 0 0001331301 SMART BALANCE, INC. SMBL 0001165408 ADAGE CAPITAL PARTNERS GP LLC 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001163846 ADAGE CAPITAL PARTNERS LP 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403403 Adage Capital Advisors, L.L.C. 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403404 Atchinson Robert 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403413 Gross Phillip 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 Common Stock, $0.0001 par value ("Common Stock") 2007-12-12 4 X 0 1000000 6.00 A 4480724 I See Footnote Common Stock Warrants (Right to Purchase)("Public Warrants") 6.00 2007-12-12 4 X 0 1000000 0 D 2007-05-21 Common Stock 1000000 0 I See Footnote Series A Convertible Preferred Stock ("Preferred Stock") 2007-05-21 Common Stock 1111111 1111111 I See Footnote The Number of Non-Derivative Securities Beneficially Owned following the transaction to which this note relates (the exercise of 1,000,000 Warrants into Shares of Common Stock) total 4,480,724 Shares of Common Stock which are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of ACP. ACPGP, ACA, Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Each Warrant to which this note relates entitled the holder to purchase one share of Common Stock at a price of $6.00. As of December 12, 2007, Adage Capital Partners, L.P. holds 0 Public Warrants. The Preferred Stock to which this note relates is convertible at any time, at the option of the holder, into the number of shares of Common Stock arrived at by dividing $9.00 per share (which is the initial conversion price) into the per share liquidation preference of $9.00 per share, plus accrued but unpaid dividends. As of May 21, 2007 the Preferred Stock was convertible into Common Stock on a one-for-one basis. To the extent that dividends accrue but are not paid, the number of shares of common stock issuable upon conversion of the Preferred Stock will increase. The conversion right of the Preferred Stock to Common Stock has no expiration date. As of December 12, 2007, Adage Capital Partners, L.P. holds 1,111,111 Shares of Preferred Stock. Holders of Preferred Stock also received one Private Placement Warrant for each share of Preferred Stock. Each Private Placement Warrant entitles the holder to purchase one share of Common Stock at a price of $9.00. Each Private Placement Warrant will become exercisable upon the redemption of the related share of Preferred Stock. Each Private Placement Warrant will be exercisable until the later of (1) ten years after May 21, 2007, or (2) five years after the redemption of the related share of Preferred Stock. /s/ Robert Atchinson 2007-12-14 /s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2007-12-14 /s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2007-12-14 /s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2007-12-14 /s/ Phillip Gross 2007-12-14