ContractCommon Stock Purchase Warrant • January 13th, 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 [●], 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)(2).
CONSULTING AGREEMENTConsulting Agreement • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made this 6th day of September 2022 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and PHX Global, LLC, a Wyoming 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”).
MANGOCEUTICALS, INC. STOCK OPTION AGREEMENTStock Option Agreement • January 13th, 2023 • 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”).
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 • January 13th, 2023 • Mangoceuticals, Inc. • Services-misc health & allied services, nec • Texas
This Advisor Agreement (the “Agreement”) is made as of this 6th day of January, 2023 by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Dr. Brian Rudman, an individual (“Advisor”) (each a “Party” and collectively the “Parties”).
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”.
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”.
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.”
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”).
