Exhibit
10.04


 


SETTLEMENT
AGREEMENT AND RELEASE


 


THIS
SETTLEMENT AGREEMENT AND RELEASE (the “Settlement Agreement”), is made and entered into as of this 9th day of
August 2021 by and between: (i) __________ (“[*]”) and ___________ (“[*]”) on the one hand;
and CURATIVE BIOTECHNOLOGY, INC. f/k/a CONNECTYX TECHNOLOGIES HOLDINGS GROUP, INC., on the other hand (“Curative”
and together with [*] and [*], the “Parties”).


 


RECITALS


 


WHEREAS,
on May 4, 2021, [*] and [*] sued Curative via the suit styled ________________ pending in the Circuit Court of The ____________ Judicial
Circuit, In And For County, (the “Lawsuit”); and


 


WHEREAS,
although none of the Parties admit to liability or fault, all are amenable to resolving the disputes related to the Lawsuit.


 


NOW,
THEREFORE, in consideration of the foregoing promises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the Parties, the Parties agree as follows:


 


	1.
    	Recitals.
    The foregoing Recitals are true and correct and are incorporated by reference herein.
	 	 
	2.
    	Governing
    Law. This Settlement Agreement shall be governed by the laws of the State of Florida, regardless of Florida’s conflict
    of laws principles.
	 	 
	3.
    	Purpose.
    The Parties agree that the purposes of this Settlement Agreement are to: (i) conclusively, fully, and finally resolve the Lawsuit
    and any other currently existing claims or disputes between Curative, on the one hand, and either [*] or [*] on the other, and; (ii)
    irrevocably extinguish, relinquish, surrender, and completely abandon any and all right, title and interest (contingent or otherwise)
    that either [*], [*], their affiliates, or assignees have in that certain Convertible Promissory Note dated April 23, 2013
    in the principal amount of Ninety Seven Thousand Five Hundred Dollars ($97,500.00), a copy of which is attached hereto and incorporated
    by reference hereby as Exhibit A (the “Note”).
	 	 
	4.
    	Effective
    Date. The “Effective Date” shall be the latest of following events (i) the date the final party executes this Settlement
    Agreement and (ii) the date __________ provides a W9 and wire instructions to its trust account to Curative.
	 	 
	5.
    	The
Note and Assignments. On the Effective Date, [*] and [*] shall each deliver a lost note affidavit in the form attached hereto as
composite Exhibit B (the “Lost Note Affidavit”) to ______________________


 




    	 



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	6.
    	The
    Settlement Payment. As consideration for this settlement, [*] and [*] have agreed to jointly accept $100,000.00 in cash to be
    divided among them as they deem fit (the “Settlement Payment”). On the Effective Date—after _________  has
    received the Lost Note Affidavit—Curative shall pay the Settlement Payment by wire to _______________
	 	 
	7.
    	(i)
    The Settlement Shares. Also as consideration for this settlement, [*] and [*] have agreed to jointly accept 2,000,000
    restricted shares of Curative’s Common Stock, which have piggyback registration rights, as set forth below. On the Effective
    Date— after __________ has received the Lost Note Affidavit—Curative shall forthwith deliver to its transfer agent a
    written instruction to deliver to [*] and [*]: (i) one (1) certificate i/n/o [*] evidencing ownership of 1,700,000 shares of Common
    Stock, par value $0.0001 per share, of Curative (the “[*] Shares”); and (ii) one (1) certificate i/n/o [*] evidencing
    ownership of 300,000 shares of Common Stock, par value $0.0001 per share, of Curative (the “[*] Shares,” and together
    with the [*] Shares, the “Settlement Shares”). The transfer agent should be directed to deliver the [*] Shares
    to _________. The transfer agent should be directed to deliver the [*] Shares to _____________ .
	 	 
	 	The
    Settlement Shares are “restricted securities” as such term is defined under the Securities Act of 1933, as amended (the
    “Securities Act”) and all certificates evidencing the Settlement Shares shall bear the following legend:


 


THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT COVERING THE TRANSFER OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINON OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.


 




    	 



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(ii)
Piggyback Registrations.


 


(a)
Piggyback Registrations. Curative will notify [*] and [*] (each a “Holder” and together the “Holders”)
in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a
public offering of securities of Curative (including, but not limited to, registration statements relating to secondary offerings of
securities of Curative and selling securityholder resale registration statement, but excluding a Registration Statement on Form S-4 or
S-8 or any successor form) and will afford each such Holder an opportunity to include in such registration statement all or any part
of the Settlement Shares (also referenced herein as the “Registrable Securities”) then held by such Holder. Each Holder
desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder will, within
twenty (20) days after receipt of the above- described notice from Curative, so notify Curative in writing, and in such notice will inform
Curative of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not
to include all of its Registrable Securities in any registration statement thereafter filed by Curative, such Holder will nevertheless
continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements
as may be filed by Curative with respect to offerings of its securities, all upon the terms and conditions set forth herein.


 


(b)
Underwriting. If a registration statement under which Curative gives notice under this Section 7(ii) is for an underwritten
offering, then Curative will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable
Securities to be included in a registration pursuant to this Section 7(ii) will be conditioned upon such Holder’s participation
in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.
All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement
in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision
of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number
of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration
and the underwriting, and the number of shares that may be included in the registration and the underwriting will be allocated, first,
to Curative, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on
a pro rata basis based on the total number of Registrable Securities then held by each such Holder. If any Holder disapproves of the
terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Curative and the underwriter, delivered
at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn
from such underwriting will be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the
partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners
and any trusts for the benefit of any of the foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction
with respect to such “Holder” will be based upon the aggregate amount of shares carrying registration rights owned by all
entities and individuals included in such “Holder,” as defined in this sentence.


 


(c)
Expenses. All expenses incurred in connection with a registration pursuant to this Section 7(ii) (excluding underwriters’
and brokers’ discounts and commissions), including, without limitation all federal and “blue sky” registration and
qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Curative and the reasonable fees and disbursements
of one (1) counsel for the selling Holder or Holders will be borne by Curative.


 


(iii)
Obligations of Curative. Whenever required to effect the registration of any Registrable Securities under this Agreement,
Curative will, as expeditiously as reasonably possible:


 


(a)
Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by them that are included in such registration;


 




    	 



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(b)
Use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdictions as will be reasonably requested by the Holders, provided Curative will not be required in connection
therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or
jurisdictions;


 


(c)
In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) of such offering (it being understood and agreed, as a condition to Curative’s
obligations under this clause (c), each Holder participating in such underwriting will also enter into and perform its obligations under
such an agreement);


 


(d)
Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and


 


(e)
Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date such Registrable Securities are
delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being
sold through underwriters, on the date the registration statement with respect to such securities becomes effective, (i) an opinion,
dated as of such date, of the counsel representing Curative for the purposes of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting
registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a
“comfort” letter dated as of such date, from the independent certified public accountants of Curative, in form and substance
as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably
satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities.


 


(iv)
Furnish Information. It will be a condition precedent to the obligations of Curative to take any action pursuant to Section
7(ii) hereof that the selling Holders will furnish to Curative such information regarding themselves, the Registrable Securities held
by them and the intended method of disposition of such securities as will be required to timely effect the registration of their Registrable
Securities.


 


(v)
Expiration. Notwithstanding anything contained herein, the Holders’ rights under this Section 7(ii), (iii), and (iv)
shall terminate and shall be of no further force and effect on the date the Registerable Securities are available for resale pursuant
to an exemption from registration under the Securities Act.


 




    	 



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	8.
    	Dismissing
    the Lawsuit With Prejudice. On the Effective Date—after Curative has made the Settlement Payment and delivered written
    instructions to issue the Settlement Shares— [*] and [*] shall file an unconditional dismissal with prejudice of the Lawsuit,
    which states that all parties agree to bear their own respective attorneys’ fees and costs (the “Dismissal Filing”).
    Notwithstanding [*] and [*]’ filing of the Dismissal Filing on the Effective Date, Curative agrees that it will owe a one-time
    $50,000.00 liquidated damages penalty in favor of [*] and [*] jointly (i.e., not $50,000.00 for [*] and another$50,000.00
    to [*], but rather a single $50,000.00 penalty owed jointly to [*] and [*]) if the Settlement Shares are not issued within 72 hours
    of Curative’s issuing the instructions to the transfer agent.
	 	 
	9.
    	Releasing
    From Trust. Upon  ______‘s filing the Dismissal Filing (i) _______ shall be entitled to release from trust
    the Settlement Payment and deliver it to [*] and [*] and (ii) ______  shall be entitled to release from trust the Lost Note
    Affidavit and deliver it to Curative.
	 	 
	10.
    	Attorneys’
    Fees and Costs; Exception. The Parties agree to bear their own attorneys’ fees and costs incurred in connection with the
    Lawsuit, including those associated with negotiating and papering this Settlement Agreement (including executing the Lost Note Affidavits,
    paying the Settlement Payment, and instructing the transfer agent to issue the Settlement Shares). The prevailing party in any subsequent
    litigation to enforce this Settlement Agreement is entitled to recover its reasonable attorneys’ fees and costs at all levels.
	 	 
	11.
    	[*]
    and [*]’s General Release of Curative. Effective immediately upon the filing of the Dismissal Filing, [*] and [*] (and
    its respective successors, members, officers, directors, agents, assigns, attorneys, and affiliates) jointly remit, release, acquit
    and forever discharge Curative (and its respective successors, members, officers, directors, agents, assigns, attorneys, and affiliates)
    from all currently existing claims, counterclaims, defenses, damages, actions and causes of action, suits, controversies, debts,
    dues, sums of money, accounts, specialties, losses, judgments, proceedings, rights, remedies, obligations, covenants, warranties,
    representations, contracts, agreements, promises, liabilities, costs, attorneys’ fees and demands that [*] and/or [*] (and
    its respective successors, members, officers, directors, agents, assigns, attorneys, and affiliates) have asserted or could have
    asserted against Curative (and its respective successors, members, officers, directors, agents, assigns, attorneys, and affiliates)
    from the beginning of time through the execution of this Agreement. This release does not release Curative from performing any
    obligations it has to [*] and [*] under this Settlement Agreement or any future claims [* or [*] may have against Curative.


 




    	 



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	12.
    	Curative’s
    General Release of [*] and [*]. Effective immediately upon the filing of the Dismissal Filing, Curative (and its respective successors,
    members, officers, directors, agents, assigns, attorneys, and affiliates) jointly remit, release, acquit and forever discharge [*]
    and [*] (and its respective successors, members, officers, directors, agents, assigns, attorneys, and affiliates) from all currently
    existing claims, counterclaims, defenses, damages, actions and causes of action, suits, controversies, debts, dues, sums of money,
    accounts, specialties, losses, judgments, proceedings, rights, remedies, obligations, covenants, warranties, representations, contracts,
    agreements, promises, liabilities, costs, attorneys’ fees and demands that Curative (and its respective successors, members,
    officers, directors, agents, assigns, attorneys, and affiliates) have asserted or could have asserted against [*] and/or [*] (and
    its respective successors, members, officers, directors, agents, assigns, attorneys, and affiliates) from the beginning of time through
    the execution of this Agreement. This release does not release [*] and [*] from performing any obligations it has to Curative
    under this Settlement Agreement or any future claims Curative may have against [*] and/or [*].
	 	 
	13.
    	Indemnification.
    [*] and [*] shall indemnify, hold harmless, and defend Curative (and its respective successors, members, officers, directors,
    agents, assigns, attorneys, and affiliates) on a joint and several basis, of and from and against any losses, action, claim, demand
    or liability, including reasonable attorney’s fees and costs, arising from or relating to the Note and its underlying debt
    and obligations asserted by any other person or entity.
	 	 
	14.
    	Legal
    Counsel and Additional Representations. The Parties represent and acknowledge that: (i) they read and write English; (ii) they
    have all either obtained or had the opportunity to obtain independent legal counsel before signing this Agreement; (iii) they have
    all been fully advised that this Agreement is legally binding on all of them; (iv) there are no representations or promises made
    to any of them by the other Party that are not contained in this Settlement Agreement; (v) all Parties are authorized to sign this
    Settlement Agreement either on their own behalf or on behalf of the entity for which they are signing and for all persons, firms
    and entities claim by, through or under them; (vi) all corporate action of the undersigned entities or individuals has been taken
    to make this Settlement Agreement legal and fully binding upon all of them; (vii) the only people or entities with any interest in
    the Note are [*] and [*]; and (viii) neither [*] nor [*] have assigned or have promised to assign any right, title, or interest in
    the Note to any other person or entity except the assignment to Samuels as described in the complaint filed in the Lawsuit.
	 	 
	15.
    	Enforceability.
    This Settlement Agreement and its enforceability shall not be affected by the filing of bankruptcy of any of the Parties or any of
    their members, shareholders, officers, agents or directors.
	 	 
	16.
    	Entire
    Agreement. This Settlement Agreement contains the entire agreement between the Parties with respect to the matters addressed
    herein and no prior representations, inducements, promises, or agreements, oral or written, between the Parties in respect thereof,
    shall be of any force or effect if not expressly embodied in writing herein.
	 	 
	17.
    	Amendments.
    This Settlement Agreement may not be amended or modified except in a writing duly signed by an authorized representative of all
    Parties.


 




    	 



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	18.
    	Counterparts.
    The Parties acknowledge and agree that this Settlement Agreement may be executed in multiple counterparts, and transmitted via
    facsimile or e-mail, each such counterpart (whether transmitted via facsimile or e-mail), when executed, shall constitute
    an integral part of one and the same Agreement between the parties.
	 	 
	19.
    	Time
    of the Essence. Time is of the essence as to all terms of this Settlement Agreement.
	 	 
	20.
    	Severability.
    Without limiting the generality of the foregoing, it is the Parties’ mutual desire and intention that all provisions of
    this Settlement Agreement be given full effect and be enforceable strictly in accordance with their terms. If, however, any part
    of this Settlement Agreement is declared to be not enforceable in accordance with its terms or would render other parts of this Settlement
    Agreement, in its entirety, unenforceable, the unenforceable part or parts are to be judicially modified, if at all possible, to
    come as close as possible to the expressed intent of such part or parts (and still be enforceable without jeopardy to other parts
    of this Settlement Agreement), and then are to be enforced as so modified. If the unenforceable part or parts cannot be so modified,
    such part or parts will be unenforceable and considered null and void in order that the mutual paramount goal (that this Settlement
    Agreement is to be enforced to the maximum extent possible strictly in accordance with its terms) can be achieved.
	 	 
	21.
    	Further
    Assurances. The Parties agree to execute such further and additional documents, instruments and writings as may be necessary
    to fully effectuate the terms and provisions of this Settlement Agreement.
	 	 
	22.
    	Joint
    Preparation of Agreement. This Settlement Agreement shall not be construed against any of the Parties, but shall be construed
    as if it were prepared jointly by all Parties, and any uncertainty or ambiguity, or both, shall not be interpreted against any Party.
	 	 
	23.
    	Tax
    Advice. The Parties understand and agree that their counsel has not provided any tax or legal advice and has not made any representations
    regarding tax obligations or consequences, if any, in connection with this Settlement Agreement. Each Party is responsible for its
    own tax consequences that may arise as a result of the execution of this Settlement Agreement.
	 	 
	24.
    	Confidentiality.
    The Parties agree that the terms and conditions of this Settlement Agreement and of the settlement represented hereby shall be kept
    strictly confidential and none of the Parties shall make any statements to third parties regarding the specific terms of this Settlement
    Agreement, except: (a) as may be necessary in connection with the Parties’ legal requirements, including legal, accounting,
    or securities reporting interests; (b) to enforce the terms hereof; or (c) as otherwise required by law or court order. The Parties
    acknowledge and agree that they have received consideration in exchange for their agreement to this confidentiality provision. The
    Parties agree that this confidentiality provision is an important term of this Settlement Agreement, that any breach of it constitutes
    a substantial violation of this Settlement Agreement and that in in addition to any and all other rights and remedies that may be
    available to the Parties in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an
    injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement
    to post bond).


 




    	 



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IN
WITNESS WHEREOF, the Parties have executed this Settlement Agreement as evidenced by the Parties’ signature pages, which
follow forthwith.


 


[SIGNATURE
PAGES IMMEDIATELY FOLLOW]