COMMON STOCK PURCHASE WARRANT Nutralife Biosciences, Inc.Common Stock Purchase Warrant • October 12th, 2022 • Nutralife Biosciences, Inc • Dairy products • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that for value received, Green Dynamics, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date as set forth above (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on the second anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nutralife Biosciences, Inc., a Florida corporation (the “Company”), up to the number of shares set forth above (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), subject to adjustment as set forth herein.
AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • September 4th, 2015 • Nutrafuels Inc • Dairy products • Florida
This is an amendment and restatement of the $30,000.00 promissory note issued on June 23, 2013, by and between NutraFuels, Inc., a Florida corporation formerly known as NutraFuels, LLC, a Florida limited liability company to Craig Hetherington, an individual (the “Original Promissory Note”). This Amended and Restated Promissory Note (the “Amended and Restated Promissory Note”) is effective on June 23, 2015.
CONSULTING AGREEMENTConsulting Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products • Florida
This Consulting Agreement ("Agreement"), made and entered into this 18th day of July, 2015 by and between NUTRAFUELS, (NTFU) a publicly traded for profit Florida corporation (the "Company"), and WT Consulting Group LLC, a Florida Limited Liability Company (the "Consultant").
CONSULTING AGREEMENTConsulting Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products • California
This Consulting Agreement sets forth the new terms pursuant to which Consultant will act as the Company's financial consultant providing strategic advice and consulting services regarding matters more specifically set forth below. This Agreement and supersedes all prior understanding and agreements, whether written or oral, among the parties with respect to such subject matter.
CONSULTING ADVISORY SERVICES AGREEMENTConsulting Advisory Services Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products • New York
THIS CONSULTING ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into and is effective as of the 1st day of October 2015, by and between Osprey Capital Advisors, LLC, a Florida limited liability company (the “Consultant”) and Nutrafuels, Inc., a Florida cor- poration with principal offices located at 6601 Lyons Road, Suite L-6, Coconut Creek, FL 33073. The Consultant and the Company are sometimes individually referred to herein as a “Party,” and collectively as the “Parties.”
UPTICK CAPITAL LLC. CONSULTING AGREEMENTConsulting Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products • Florida
On behalf of Uptick Capital LLC, a limitied liability company formed under the laws of the state of Connecticut (“Uptick”), we look forward to working with you as an outside business consultant. The purpose of this letter (the “Agreement”) is to set forth the terms and conditions under which Uptick agrees to serve the Company as an outside business consultant.
NutraLife Biosciences, Inc. Subscription AgreementSubscription Agreement • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
The undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to NutraLife Biosciences, Inc., a Florida corporation (the “Company”), in connection with a private offering by the Company (the “Offering”) to raise a maximum of $200,000 through the sale to Subscriber as an “accredited investor” (as defined below) of a Promissory Note of the Company (a “Note”) and a Warrant of the Company (the “Warrant”) to acquire certain shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products • Florida
This Agreement (the “Agreement”), dated October 10, 2017, amends that certain employment agreement effective as of January 13, 2017 (the “Effective Date”) and is by and between NutraFuels, Inc., a Florida corporation with an address at 6601 Lyons Rd. L-6 Coconut Creek FL. 33073 (the “Company”), and Edgar Ward, having a mailing address at 3630 NW 71st Street Coconut Creek FL. 33073 (the “Executive”). The Company and the Executive are each referred to herein as a “Party” or collectively as the “Parties”.
Strategic Alliance AgreementStrategic Alliance Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products • Florida
This Strategic Alliance Agreement (this “Agreement”) is entered into as of April 10th, 2017 (the “Effective Date”) between NutraFuels,Inc. a Florida corporation (“NTFU) and Hall Global, LLC, a Nevada limited liability company (“HG”).
This confirms the agreement entered into by and between NutraFuels, Inc., a Florida corporation (the “Company”) and Sylvain Eudes an individual hereinafter referred to as the “Service Provider”. The Company and the Service Provider are referred to as...Services Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products
Whereas, the Service Provider performed services (the “Services”) for the Company as described below and agreed to provide the Services solely in exchange for shares of the Company’s common stock.
This confirms the agreement entered into by and between NutraFuels, Inc., a Florida corporation (the “Company”) and Anthony Porcelli an individual hereinafter referred to as the “Service Provider”. The Company and the Service Provider are referred to...Service Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products
Whereas, the Service Provider performed services (the “Services”) for the Company as described below and agreed to provide the Services solely in exchange for shares of the Company’s common stock.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 9th, 2014 • Nutrafuels Inc • Dairy products • Florida
This Subscription Agreement (this “Subscription Agreement”) is made as of the ______ day of March, 2014, between NutraFuels, Inc., (“us”, “we” or “our”), a Florida Corporation and ____________________, the Subscriber (“Subscriber”).
AGENT/AGENCY SALES AGREEMENTSales Broker Agency Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products • Florida
NutraFuels, Inc. (the "Principal"), a corporation organized and existing under the laws of the Florida, with its head office located at:
NUTRALIFE BIOSCIENCES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
The undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to NutraLife Biosciences, Inc., a Florida corporation (the “Company”), in connection with a private offering by the Company (the “Offering”) to raise a maximum of $200,000 through the sale to Subscriber as an “accredited investor” (as defined below) of a Promissory Note of the Company (a “Note”) and a Warrant of the Company (the “Warrant”) to acquire certain shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
This confirms the agreement entered into by and between NutraFuels, Inc., a Florida corporation (the “Company”) and Bernadette Cawley, an individual hereinafter referred to as the “Service Provider”. The Company and the Service Provider are referred...Service Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products
Whereas, the Service Provider performed services (the “Services”) for the Company as described below and agreed to provide the Services solely in exchange for shares of the Company’s common stock.
AGREEMENTEmployment Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products
WHEREAS, the Company desires to award the Employee certain of its common shares for the services she rendered to the Company.
SERVICE AGREEMENTService Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products
The Agreement (the “Agreement”) is made on October 30, 2017 between NutraFuels, Inc. (the “Company”) and Kenneth Duchin (the “Employee”) and made to formalize that verbal agreement between the parties of February 23, 2017. WHEREAS, the Employee has rendered valuable services to the Company and the Company desires to hire the Employee on the terms and conditions herein.
AGREEMENTEmployment Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products
WHEREAS, the Company desires to award the Executive certain of its common shares for the services he rendered to the Company.
EXHIBIT E: PLEDGE AGREEMENTPledge Agreement • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
This Agreement (the “Pledge Agreement”) is made and effective as of the day set forth on the signature page hereto by and between NutraLife BioSciences, Inc., a Florida corporation (“NutraLife”), PhytoChem Technologies, Inc. (“PhytoChem”), a Florida corporation (NutraLife and PhytoChem are collectively referred to herein as the “Company”), Brenda Hamilton, an individual (the “Pledgor”) and Kahn Family Limited PT II (the “Purchaser”) and is effective as of the day set forth on the signature page hereto. The Company, the Pledgor and the Purchaser are referred to herein collectively as the “Parties”, or individually as a “Party”.
AmendmentAmendment • December 4th, 2017 • Nutrafuels Inc • Dairy products
This is an amendment (“Amendment”) to an agreement (the “Original Agreement”) dated July 17, 2014, by and between NutraFuels, Inc., a Florida corporation (“NutraFuels”) and Sullivan Media Group, Inc., a Nevada Corporation (“SMG”). For purposes of this Amendment, references to “Agreement” herein include the Original Agreement and Exhibit A thereto.
This confirms the agreement entered into by and between NutraFuels, Inc., a Florida corporation (the “Company”) and Patrick Kilcooley an individual hereinafter referred to as the “Service Provider”. The Company and the Service Provider are referred to...Service Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products
Whereas, the Service Provider performed services (the “Services”) for the Company as described below and agreed to provide the Services solely in exchange for shares of the Company’s common stock.
CONSULTING AGREEMENTConsulting Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products • Florida
This Consulting Agreement (“Agreement”) is made as of this December 14, 2016 (“Effective Date”), by and between Nutrafuels, Inc. a Florida corporation, ( the “Company”), at 66011 Lyons, suite L-6, Coconut Creek, FL. 33073; and Venture Group Capital, LLC, a company formed under the laws of D_e_l_a_w_a_r_e with an address of 25 Broadway, 9th floor, New York, NY 10004 (“VGC” or the “Consultant”). The Company and/or Consultant may each be referred to herein as a “Party,” and collectively as the “Parties.”
EXHIBIT C: SECURITY AGREEMENT AMENDED NOVEMBER 13, 2019Security Agreement • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
This is an amendment executed on the date set forth on the signature page hereto, to the Security Agreement dated June 6, 2019, (the “Original Security Agreement”) by and between NutraLife BioSciences, Inc., a Florida corporation (“NutraLife”), PhytoChem Technologies, Inc. (“PhytoChem”), a Florida corporation (NutraLife and PhytoChem are collectively referred to herein as the “Company”), and Kahn Family Limited PT II (the “Purchaser”). The Company and the Purchaser are referred to herein collectively as the “Parties”, or individually as a “Party”.
This confirms the agreement entered into by and between NutraFuels, Inc., a Florida corporation (the “Company”) and Daniel Ryan an individual hereinafter referred to as the “Service Provider”. The Company and the Service Provider are referred to as...Service Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products
Whereas, the Service Provider performed services (the “Services”) for the Company as described below and agreed to provide the Services solely in exchange for shares of the Company’s common stock.
CFN Media 90-day Financial Media, Investor Awareness & Brand Campaign Agreement for NTFUService Agreement • December 4th, 2017 • Nutrafuels Inc • Dairy products • California
This Service Agreement (“Agreement”) is made and entered into this _5_th_ day of December 2016 (“Effective Date”), by and between Emerging Growth, LLC doing business as TDM Financial (“TDMFinancial” or “TDMF”), owners of CFN Media (“CFN Media”), and Nutrafuels, Inc. (“Client”). TDMFinancial (“CFN Media”) and Client may hereinafter be referred to as a “Party”, and collectively as the “Parties”.
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • February 28th, 2023 • Nutralife Biosciences, Inc • Dairy products • Florida
This Stock Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and among (i) Nutralife Biosciences, Inc., a Florida corporation (the “Company”), (ii) Healthcare Concierges USA, Inc., an Illinois corporation, and all of its subsidiaries and Affiliates as further described at Section 1.01(ll) (collectively referred to hereafter as “Seller”), (iii) all of the shareholders of the Seller as set forth on the signature pages hereto (each, a “Shareholder” and collectively the “Shareholders”) and (iv) Mrugesh Patel (“Mr. Patel”), as the representative of the Shareholders (the “Shareholders’ Representative”). Each of the Company, the Seller, each Shareholder and the Shareholders’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party.”
EXHIBIT D. PURCHASER ROYALTY AGREEMENTRoyalty Participation Agreement • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
This Royalty Participation Agreement (the “Royalty Agreement”) is made and effective as of the day set forth on the signature page hereto by and between NutraLife BioSciences, Inc., a Florida corporation (“NutraLife”), PhytoChem Technologies, Inc. (“PhytoChem”), a Florida corporation (NutraLife and PhytoChem are collectively referred to herein as the “Company”), and Kahn Family Limited PT II (the “Purchaser”). The Company and the Purchaser are referred to herein collectively as the “Parties”, or individually as a “Party”.
AmendmentAmendment • September 4th, 2015 • Nutrafuels Inc • Dairy products
This is an amendment (“Amendment”) to an agreement (the “Original Agreement”) dated July 17, 2014, by and between NutraFuels, Inc., a Florida corporation (“NutraFuels”) and Sullivan Media Group, Inc., a Nevada Corporation (“SMG”). For purposes of this Amendment, references to “Agreement” herein include the Original Agreement and Exhibit A thereto.
DEVELOPMENT & COMMERCIALIZATION AGREEMENTDevelopment & Commercialization Agreement • February 7th, 2019 • Nutrafuels Inc • Dairy products • Florida
This Agreement (“Agreement”) is made by and between PhytoChem Technologies, Inc., a to be formed Florida corporation, (“PHYTOCHEM”) and Owen James Morgan, an individual (“OM”) effective as of the date set forth on the signature page hereto (the “Effective Date”). PHYTOCHEM and OM are referred to herein collectively as the “Parties”, or individually as a “Party”.
MANUFACTURING, DISTRIBUTION AND SALES AGREEMENT Dated as of November 2, 2020Manufacturing, Distribution and Sales Agreement • November 5th, 2020 • Nutralife Biosciences, Inc • Dairy products • Florida
This Manufacturing, Distribution and Sales Agreement (this “Agreement”) is entered into on the date first set forth above (the “Effective Date”) by and between 27 Health, Inc. (“27 Health”), a Delaware corporation and a wholly owned subsidiary of Lord Global Corporation, a public Nevada corporation (“Lord Global”) and NutraLife Biosciences, Inc., a Florida corporation (“NutraLife”). Lord Global and 27 Health may be referred to collectively, as the “Company” and, together with NutraLife, may be referred to collectively, as the “Parties” and individually, be as a “Party.”
EXHIBIT B: THE NOTESecured Convertible Promissory Note • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY
AGREEMENTConfidentiality Agreement • March 13th, 2019 • Nutralife Biosciences, Inc • Dairy products • Florida
This Agreement effective as of the date on the signature page hereto (the “Effective Date”) by and between NutraLife BioSciences, Inc., Inc. (“NLBS”) organized and existing under the laws of the State of Florida, and Orlando Pharmacy Inc, a Florida Corporation, (the “Pharmacy”). NLBS and the Pharmacy are individually referred to herein as a “Party” or collectively as the “Parties”.
Stock Purchase Agreement By and Among NutraLife Biosciences, Inc.; Lord Global Corporation And 27 Health, Inc. Dated as of November 2, 2020Stock Purchase Agreement • November 5th, 2020 • Nutralife Biosciences, Inc • Dairy products • Nevada
This Stock Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of November 2, 2020 (the “Closing Date”), by and among Lord Global Corporation, a Nevada corporation (the “Company”), 27 Health, Inc., a wholly-owned subsidiary of the Company (“27 Health”) and NutraLife Biosciences, Inc., a Florida corporation (“Buyer”). The Company, 27 Health and Buyer may be collectively referred to herein as the “Parties” and individually as a “Party.” The Company and 27 may be referred to herein individually as a “Company Party” and collectively as the “Company Parties”.
PLEDGOR ROYALTY AGREEMENT AMENDED NOVEMBER 13, 2019Royalty Agreement • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
This is an amendment to that Royal Participation Agreement (the “Original Royalty Agreement “) made and effective on June 6, 2019, by and between NutraLife BioSciences, Inc., a Florida corporation (“NutraLife”), PhytoChem Technologies, Inc. (“PhytoChem”), a Florida corporation (NutraLife and PhytoChem are collectively referred to herein as the “Company”), Brenda Hamilton, an individual (the “Pledgor”) and Kahn Family Limited PT II (the “Purchaser”) and is effective as of the day set forth on the signature page hereto. The Company, the Pledgor and the Purchaser are referred to herein collectively as the “Parties”, or individually as a “Party”.
NOTE EXCHANGE AGREEMENT by and amongNote Exchange Agreement • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
This Note Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) Nutralife Biosciences, Inc., a Florida corporation (the “Company”) and (ii) Gregory Ross (“Holder”). Each of the Company and Holder may be referred to herein collectively as the “Parties” and separately as a “Party.”
