REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 4, 2024, between Mangoceuticals, Inc. (the “Company”), a corporation organized under the laws of the State of Texas, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
The undersigned, Mangoceuticals, Inc., a Texas corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON SHARE PURCHASE WARRANTMangoceuticals, Inc. • April 11th, 2024 • Services-misc health & allied services, nec
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Platinum Point Capital LLC or its assigns (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 October 4, 2024 (as defined in the Purchase Agreement) has been received (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of such Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mangoceuticals, Inc., a corporation incorporated under the laws of the State of Texas (the “Company”), up to 3,300,000 (as subject to adjustment hereunder, the “Warrant Shares”) Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2024, between Mangoceuticals, Inc. (the “Corporation” or “Company”), a corporation organized under the laws of the State of Texas (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractCommon Stock Purchase Warrant • May 10th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING MARCH 20, 2023 (THE “EFFECTIVE DATE”), WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”): (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS, PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BOUSTEAD SECURITIES LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(
CONSULTING AGREEMENTConsulting Agreement • October 4th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made as of this 3rd day of October, 2023 with an effective date of October 1st, 2023 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Eugene Johnston, an individual (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
MANGOCEUTICALS, INC. STOCK OPTION AGREEMENTStock Option Agreement • January 2nd, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Mangoceuticals, Inc. 2022 (the “Company”) Equity Incentive Plan (as amended from time to time)(the “Plan”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • April 11th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 4, 2024 (the “Execution Date”), by and between Mangoceuticals, Inc., a corporation organized under the laws of the State of Texas (the “Company”), and Platinum Point Capital LLC, a Nevada limited liability company (the “Investor”).
UNDERWRITING AGREEMENTLock-Up Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • California
The undersigned, Mangoceuticals, Inc., a Texas corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
MANGOCEUTICALS, INC. EXECUTIVE EMPLOYMENT AGREEMENT JACOB COHEN CHIEF EXECUTIVE OFFICERExecutive Employment Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 31st day of August, to be effective as of the Effective Date as defined below between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Jacob Cohen (“Executive”) (each of the Company and Executive are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
ADVISOR AGREEMENTAdvisor Agreement • December 11th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This Advisor Agreement (the “Agreement”) is made as of this 1st day of November 2023 by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Dr. Douglas Christianson, ND, an individual (“Advisor”) (each a “Party” and collectively the “Parties”).
ContractCommon Stock Purchase Warrant • January 23rd, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING DECEMBER 14, 2023 (THE “EFFECTIVE DATE”), WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE REPRESENTATIVE OF THE UNDERWRITERS AS CONSIDERATION (THE “OFFERING”): (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS, PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BOUSTEAD SECURITIES, LLC, EACH OF WHICH SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PRO
Stock Purchase AgreementStock Purchase Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into on June 16, 2022 (the “Effective Date”), by and between Cohen Enterprises, Inc., a Texas corporation (the “Purchaser”) and American International Holdings Corp., a Nevada corporation (“Seller”), each sometimes referred to herein as a “Party” and collectively the “Parties”.
COMMON SHARE PURCHASE WARRANTMangoceuticals, Inc. • July 2nd, 2024 • Services-misc health & allied services, nec
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Platinum Point Capital LLC or its assigns (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 October 4, 2024 (as defined in the Purchase Agreement) has been received (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of such Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mangoceuticals, Inc., a corporation incorporated under the laws of the State of Texas (the “Company”), up to 500,000 (as subject to adjustment hereunder, the “Warrant Shares”) Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • July 11th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Tennessee
This Distribution Agreement (“Agreement”) is made this 2nd day of July (the “Effective Date”), between ISFLST, Inc, a Delaware corporation (“Distributor”) and Mangoceuticals, Inc., a Texas corporation (“Supplier”). Supplier and Distributor may be referred to individually as a “Party” or collectively as the “Parties.”
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT...Consulting Agreement • September 21st, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made this 15th day of September 2023 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Epiq Scripts, LLC, a Texas limited liability company (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
MASTER SERVICES AGREEMENTProject Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • New York
This Master Services Agreement (the “Agreement” ) is made and entered into on December 1, 2022 (“Effective Date”) by and between Global Career Networks, Inc., (for purposes of this Agreement and any related Project Agreement, “Company” means any and all of its affiliates) a Delaware corporation, with its principal place of business at 1858 Pleasantville Road, Suite 110, Briarcliff Manor, NY 10510 (the “Company”), and Mangoceuticals, Inc. (a Tx corporation, d/b/a Mango Rx), with its principal place of business at 15110 N. Dallas Pkwy, Suite 600, Dallas, TX 75248 (the “Client”). The Company and Client may be referred to collectively as the “Parties” or singularly as a “Party” to this Agreement.
SUBSCRIPTION AGREEMENT (this “Agreement”)Subscription Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
Subscription. The undersigned (sometimes referred to herein as the “Investor” or “I” or “me”) hereby subscribes for and agrees to purchase the Units (as defined below) of Mangoceuticals, Inc., a Texas corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein, in the investor package of which this Agreement forms a part (the “Investor Package”), and in the other exhibits to the Investor Package (collectively, the “Offering Documents”). Terms not defined herein are as defined elsewhere in the Offering Documents. The Company is seeking to raise, through a private placement (the “Offering”) of the Units pursuant to Rule 506(b) under the Securities Act of 1933, as amended (the “Securities Act”), a minimum of $250,000 (the “Minimum Offering Amount”) and up to a maximum of $2,000,000 in aggregate gross proceeds (the “Maximum Offering Amount”). The minimum amount of investment required from an
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT...Master Services Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This MASTER SERVICES AGREEMENT (“Agreement”) dated September 1, 2022, and effective August 30, 2022 (“Effective Date”) and is between Epiq Scripts, LLC, a Texas limited liability Pharmacy located at 465 W. George Bush Freeway, Suite 240, Richardson, Texas 75080 (“Epiq Scripts”), and Mangoceuticals, Inc, a Texas corporation located at 4131 N. Central Expressway, Suite 900, Dallas, Texas 75204 (“Customer”) each a “Party” and collectively the “Parties”.
OMNIBUS AMENDMENT AGREEMENT NO. 1Omnibus Amendment Agreement • July 2nd, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
This Omnibus Amendment Agreement No. 1 (this “Amendment”), dated and effective as of June 27, 2024, by and between Mangoceuticals, Inc. (the “Corporation” or “Company”), a corporation organized under the laws of the State of Texas (the “Company”), and Platinum Point Capital LLC (including its successors and assigns, the “Purchaser”).
PHYSICIAN SERVICES AGREEMENTPhysician Services Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This PHYSICIAN SERVICES AGREEMENT is entered into as of the 1st day of August, 2022 (the “Effective Date”), by and between Mangoceuticals, Inc., an Texas corporation (“Mangoceuticals”) and BrighterMD, LLC dba Doctegrity, a Texas limited liability company (“Doctegrity”). Mangoceuticals and Doctegrity may each be referred to herein as a “Party” and collectively, the “Parties.”
MARKETING AGREEMENTMarketing Agreement • December 11th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
This Marketing Agreement (this “Agreement”), dated as of December 10, 2023 (the “Effective Date”), is by and between Marius Pharmaceuticals with its principal place of business at 2301 Sugar Bush Rd, Suite 510, Raleigh, NC 27612 (“Marius”) and Mangoceuticals, Inc. d/b/a MangoRx, with offices located at 15110 Dallas Parkway, Suite 600, Dallas, TX 75248 (the “MangoRx”).
MANGOCEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 1st day of May 2023 to be effective as of the Effective Date as defined below between Mangoceuticals, Inc., a corporation organized under the laws of the state of Texas (the “Company”), and Amanda Hammer, an individual (“Employee”) (each of the Company and Employee are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
FIRST ADDENDUM TO MASTER SERVICES AGREEMENTMaster Services Agreement • September 21st, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
THIS FIRST ADDENDUM TO MASTER SERVICES AGREEMENT (this “Addendum”), entered into and effective as of September 15, 2023 (the “Effective Date”), will act to modify, amend and serve as an addendum to, that certain Master Services Agreement (as amended from time to time, the “Agreement”) dated September 1, 2022 between Epiq Scripts, LLC (“Epiq Scripts”), and Mangoceuticals, Inc. (“Customer”), each a “Party” and collectively the “Parties”. Unless expressly defined herein, all defined terms referenced herein shall have the same definitions as set forth in the Agreement. If any term in the Agreement conflicts with any provision of this Addendum, the provision of this Addendum shall take precedence and govern, and any such term shall be of no effect whatsoever to the extent applied to the subject matter of this Addendum.
PATENT PURCHASE AGREEMENTPatent Purchase Agreement • April 25th, 2024 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This PATENT PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of this 24th day of April 2024 (“Effective Date”) by and between Mangoceuticals, Inc., a Texas corporation with a place of business at 15110 Dallas Parkway, Suite 600, Dallas, TX 75248 (“Purchaser”), and Intramont Technologies, Inc., a New Jersey corporation, with a place of business at 185 Prospect Avenue, Unit 7i, Hackensack, NY 07601 (“Seller”) (each of Seller and Purchaser is defined herein as a “Party”, and collectively referred to as the “Parties”).
ContractCommon Stock Purchase Warrant • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
NEITHER THIS COMMON STOCK PURCHASE WARRANT, NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
WAIVER OF WARRANTWaiver of Warrant • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec
This “Agreement” is entered into as of the date executed below, between Mangoceuticals, Inc. (the “Company”) and Boustead Securities, LLC (“Boustead”) (each a “Party”, and collectively the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made this 3rd day of January 2023 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and DojoLabs Group, Inc., a Delaware corporation (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
