Exhibit 10.19


 


SUBLEASE AGREEMENT


 


This SUBLEASE AGREEMENT (hereinafter referred
to as this “Agreement”), dated 09/01/2021 (the “Effective Date”), by and between KST Family Trust (hereinafter referred
to as the “Landlord”), DPH Supplements, Inc whose address is 1620 Commerce St, Corona, California 92878 (hereinafter referred
to as the “Sublessor”) and Med X Technologies Inc. (hereinafter referred to as the “Sublessee”). A copy of the original
lease (the “Lease”) is attached to this Agreement and is incorporated herein. The Sublessee agrees to comply with all the terms
and conditions of the Lease.


 


PREAMBLE:


 


WHEREAS, the Landlord is the owner
or manager of the real property located at 1620 Commerce St, Corona, California 92878 (hereinafter referred to as the “Premises”);
and


 


WHEREAS, the Sublessor has the consent
of the Landlord and wishes to sublease the above-mentioned Premises to the Sublessee upon the terms and conditions contained in this Agreement;
and


 


WHEREAS, the Sublessee wishes to
sublease the above-mentioned Premises from Sublessor upon the terms and conditions contained herein;


 


NOW, THEREFORE, in consideration
of all of the mutual promises and covenants set forth herein, the Landlord, Sublessor and Sublessee agree as follows:


 


TERM


 


The term of this Agreement shall be for a period
of 12 months, commencing on 09/01/2021, unless otherwise stipulated herein.


 


DELAY IN COMMENCEMENT OF SUBLEASE


 


In the event that the Sublessor is not able to
deliver possession of the Premises to the Sublessee on the aforementioned commencement date, the Sublessor shall not be held liable, nor
shall such failure affect the validity of this Agreement or obligations hereunder or extend the term thereof, but in such case as a delay
in commencement should occur, the Sublessee shall not be obligated to pay any rent until such time as the Sublessee takes possession of
the Premises.


 


In the event that the Sublessor does not deliver
possession of said Premises to the Sublessee within sixty (60) days from the aforementioned commencement date, the Sublessee may, at their
sole discretion, by way of written notice to the Sublessor, cancel this Agreement, at which time the parties shall be discharged and released
from any and all obligations associated with this Agreement.


 


SECURITY DEPOSIT


 


Upon execution of this Agreement, the Sublessee
shall pay to the Sublessor a security deposit in the amount of $6,000.00 (the “Security Deposit”). The Security Deposit shall
be kept in a separate interest bearing escrow account. Should the Sublessee fail to make the monthly rental payment or other charges which
may due hereunder, or otherwise is deemed in default of the terms of this Agreement, the Sublessor may use, apply or retain all or any
portion of the Security Deposit to correct the default.


 


In the event that the Sublessor finds it necessary
to make use of the Security Deposit to compensate for the missed payment or to correct a balance due default, the Sublessee shall have
ten (10) business days, after written demand from the Sublessor, to restore the Security Deposit amount in full. Failure to restore any
deficient amount in the Security Deposit within the time frame allocated shall be deemed a material breach of this Agreement.


 


Upon completion or expiration of this Agreement,
and if the Sublessee has performed and satisfied all conditions and obligations hereunder, the Security Deposit, including any accrued
interest, shall be returned or refunded to the Sublessee in full within 30 days after Sublessee has vacated the Premises.


 


MONTHLY LEASE AMOUNT


 


The Sublessee shall pay to the Sublessor a monthly
rental amount of $9,791.00 on the First day of each month for the duration of the lease term. Upon the signing of this Agreement, the
Sublessee shall pay to the Sublessor the first month’s rent.


 


All future monthly payments shall be hand delivered
or mailed to the Sublessor at the address set forth in the preamble or to such other person or place as the Sublessor may designate in
writing.


 


UTILITIES, HEATING & A/C


 


Sublessor shall be responsible for arranging and paying for all utility
services required on its premises.


 






    


     


    

 


USE OF PREMISES


 


The Sublessee shall have complete use and control
of the Premises for the duration of this Agreement. The Premises shall be used and occupied exclusively by the Sublessee, and no part
of the Premises shall be used at any time during the term of this Agreement by the Sublessee for the purpose of carrying on any business,
profession, or trade of any kind, or for any purpose other than as a private residential dwelling. The Sublessee shall comply with any
and all laws, ordinances, rules and orders of any and all governmental or quasi-governmental authorities affecting the cleanliness, use,
occupancy and preservation of the Premises.


 


The Sublessee shall not keep on the Premises any
item of a dangerous, flammable or explosive character that might unreasonably increase the danger of fire or explosion on the Premises
or that might be considered hazardous or extra hazardous by any responsible insurance company.


 


CONDITION OF PREMISES


 


The Sublessee acknowledges that the Premises are
in good repair and in safe and clean condition.


 


LEAD-BASED PAINT DISCLOSURE


 


IMAGE OMITTED


This property was not built before 1978.
Housing built before 1978 may contain lead-based paint. Lead paint, paint chips and dust can cause health hazards if not managed properly.
Lead exposure is especially harmful to young children and pregnant women. Before renting pre-1978 housing, landlords and lessors must
disclose the presence of lead-based paint hazards in the dwelling. Lessees must also receive a federally-approved pamphlet on lead poisoning
prevention.


 


WASTE, NUISANCE OR UNLAWFUL USE


 


The Sublessee shall not cause or allow waste on
the Premises, or maintain or permit to be maintained a nuisance on the Premises, or use or permit the Premises to be used in an unlawful
manner.


 


ATTORNEY’S FEES


 


If any legal proceeding is brought for the enforcement
of this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement or
other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney’s fees incurred
in connection with such arbitration or legal proceeding. The term “prevailing party” shall mean the party that is entitled to
recover its costs in the proceeding under applicable law, or the party designated as such by the court.


 


REDECORATION OR ALTERATIONS


 


The Sublessee shall not redecorate or make any
alterations to the Premises, in any way, that would constitute the making of alterations, or repaint the walls or woodwork, without first
obtaining Sublessor’s written consent to the alterations or redecoration.


 


BINDING EFFECT


 


This Agreement shall inure to the benefit of and
be binding on the heirs, successors, executors, administrators and assignees of the parties.


 


GOVERNING LAW


 


This Agreement shall be governed, construed and
interpreted by, through and under the laws of the State of California.


 


AGE OF MAJORITY


 


The Sublessee states and warrants that they are
of the age of majority, being of the age of 18 or older, and have the legal capacity to enter into this Agreement.


 


ENTIRE AGREEMENT


 


This Agreement constitutes the entire Agreement
between the parties, replacing all other written and/or previous agreements.


 


SEVERABILITY


 


The parties acknowledge that this Agreement is
reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be changed in scope by the court only
to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of
this Agreement will in no way be affected, impaired or invalidated as a result.


 


EFFECT OF TITLE AND HEADINGS


 


The
title of the Agreement and the headings of its Sections are included for convenience and shall not affect the meaning of the Agreement
or the Section.


 






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WAIVER


 


The waiver of any breach or violation of any term
or condition hereof shall not affect the validity or enforceability of any other term or condition, nor shall it be deemed a waiver of
any subsequent breach or violation of the same term or condition. No waiver of any right or remedy under this Agreement shall be effective
unless made in writing and executed by the party so to be charged. The rights and remedies of the parties to this Agreement are cumulative
and not alternative.


 




AMENDMENT


 


This Agreement may only be changed or supplemented
by a written amendment, signed by authorized representatives of each party.


 


INTERPRETATION


 


The terms of this Agreement shall be construed
in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.


 


COUNTERPARTS


 


This Agreement may be executed in counterparts.
Facsimile signatures are binding and are considered to be original signatures.


 


LANDLORD


 


The Landlord, KST Family Trust, by signing this
Agreement, approves of the Sublessee’s occupancy of the Premises, subject to the terms and conditions set forth herein.


 


ADDITIONAL SUBLESSEES OR ROOMMATES


 


In addition to the aforementioned Sublessee, the
following listed adult individual(s) shall also be included in this Agreement and shall be equally bound, responsible, and obligated to
the terms and conditions of this Agreement:


 


Frontrunner Communications


 


EMERGENCY CONTACT INFORMATION


 


If during the sublease, any issues or problems
arise with the Premises, the Sublessee agrees to contact DPH Supplements Inc at the telephone number of 951-640-4056.


 


IN WITNESS WHEREOF, the parties hereby
execute this Agreement.


 


	/s/ Douglas P. Heldoorn	 	9-1-21	 
	[Douglas P. Heldoorn]	 	(Date)	 



 


(Sublessor Signature)


 


DPH Supplements, Inc.


1620 Commerce St.


Corona, CA 92878


 


	/s/ Jeffory A. Carlson	 	9-1-21	 
	[Jeffory A. Carlson]	 	(Date)	 



 


(Sublessee Signature)


 


Med X Technologies Inc.


1620 Commerce St.


Corona, CA 92878


 


DISCLOSURE:


 


PLEASE BE ADVISED THAT LANDLORD/TENANT LAWS IN
YOUR LOCATION MAY REQUIRE ADDITIONAL MODIFICATIONS OR ADDITIONS TO BE MADE TO THIS LEASE AGREEMENT. FORMSWIFT DOES NOT GUARANTEE
COMPLIANCE WITH ALL RELEVANT STATE, COUNTY OR LOCAL LAWS FOR YOUR LOCATION. THEREFORE, BEFORE EXECUTING THIS LEASE AGREEMENT YOU SHOULD
MAKE SURE ALL TERMS AND CONDITIONS ARE IN COMPLIANCE WITH APPLICABLE LAWS. IF YOU NEED ADDITIONAL INFORMATION BASED ON THE STATE YOU SELECTED
PLEASE REFER TO THE WEBSITES LISTED BELOW. THANK YOU.


 


 


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