COMMON STOCK PURCHASE WARRANT NutraLife BioSciences, Inc.Common Stock Purchase Warrant • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, $70,000.00 (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 third 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 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.
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”).
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”).
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”.
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”.
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”.
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
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.”
EXHIBIT D. PURCHASER ROYALTY AGREEMENT AMENDED NOVEMBER 13, 2019Purchaser Royalty 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 Purchaser Royalty Agreement (the “Original Purchaser Royalty 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”.
NUTRALIFE BIOSCIENCES, INC. INVESTMENT AGREEMENT AMENDED NOVEMBER 13, 2019Investment Agreement • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products
This is an amendment executed on the date set forth on the signature page hereto, to the Investment Agreement dated June 6, 2019, (the “Original Investment 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”.
EXHIBIT G: PLEDGOR ROYALTY AGREEMENTRoyalty Participation Agreement • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
This Royalty Participation Agreement (the “Pledgor 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 Brenda Hamilton, an individual (“Pledgor). The Company and the Pledgor are referred to herein collectively as the “Parties”, or individually as a “Party”.
NUTRALIFE BIOSCIENCES, INC. INVESTMENT AGREEMENTInvestment Agreement • March 19th, 2021 • Nutralife Biosciences, Inc • Dairy products • Florida
This Investment Agreement (the “Investment 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”.
