Exhibit
10.38


 


EXHIBIT
D.


PURCHASER
ROYALTY AGREEMENT


AMENDED
NOVEMBER 13, 2019


 


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”.


 


NOW
THEREFORE, the Parties hereby amend and replace the Original Purchaser Royalty Agreement in its entirety and replace it with
this agreement (the “Purchaser Royalty Agreement”) in exchange for good and valuable consideration the receipt of
which is hereby acknowledged as follows:


 


RECITALS


 


WHEREAS,
the Company obtained certain rights to commercialize and monetize certain technology and phytoextractor equipment known as
the Ennea Processor (“Ennea” or “Ennea Processor”) pursuant to an agreement by and between Owen J. Morgan
(“Morgan”) and the Company dated February 4, 2019 (the “Morgan Agreement”);


 


WHEREAS,
the Company requires capital to manufacture, purchase, monetize and commercialize the Ennea Processors and the Purchaser purchased
a Convertible Promissory Note (the “Note”) which shall bear interest (the “Interest”) at the rate of 5.75
% per annuum (the “Interest”) in the principal amount of $1,000,000 (“Principal” or the “Principal
Amount”) from June 6, 2019 until the Maturity Date (as defined in the Note);


 


WHEREAS,
the First Four (4) Ennea Processors (“Collateral Processors”) that the Company commercializes pursuant to the
Morgan Agreement shall serve as collateral for the Principal Amount pursuant to the terms of the Note and Security Agreement (the
“Security Agreement”) attached to the Investment Agreement as Exhibits B and C;


 


WHEREAS,
as consideration for the purchase of the Note, the Company shall (i) pay to the Purchaser the Interest as set forth in this
Purchaser Royalty Agreement, (ii) issue 500,000 shares of its Common Stock, $.0001 par value per share (the “Common Shares”)
to the Purchaser, and (iii) grant the Purchaser eight and one-half percent (8.5%) of the revenue generated from the Collateral
Processors (the “Royalty”) while the Principal Amount and any interest is outstanding and five percent (5%) thereafter
on the first two (2) collateral processors as set forth as set forth herein.


 


THEREFORE,
in consideration of the mutual considerations herein, the receipt of which is mutually acknowledged, the parties hereto agree
as follows:


 


ARTICLE
1. RECITALS.


 


ARTICLE
1.1 The above recitals are true and correct and made a part hereof.


 






    	 	 	 



     


    

 


ARTICLE
2. DEFINITIONS.


 


ARTICLE
2.1 The Investment Agreement and all exhibits thereto are referred to herein as the “Ancillary Agreements”.
This Purchaser Royalty Agreement and the Ancillary Agreements shall be referred to collectively as the “Transaction
Documents.”


 


The “Collateral Processors” as used in this Purchaser Royalty Agreement shall mean the
first four Ennea Processors monetized and/or commercialized by the Company directly or indirectly as a result of or pursuant
to the Morgan Agreement.


 


ARTICLE
3. FINANCING.


 


ARTICLE
3.1 On or about June 6, 2019, the Purchaser loaned the gross amount of $1,000,000 to the Company pursuant to the Investment
Agreement and Note, each as amended.


 


ARTICLE
4. SOURCE, AMOUNT, AND TIMING OF ROYALTY PAYMENTS.


 


ARTICLE
4.1 Commencing upon the fiscal quarter in which revenue is derived directly or indirectly from any of the Collateral Processors,
the Company shall pay to the Purchaser non-refundable Royalty Payments consisting of eight and one-half percent (8.5%) of all
“Net Revenue” received by the Company as a result of the commercialization and/or monetization of the Collateral Processors
until such time as the Principal Amount has been paid. At such time as the Principal Amount has been paid to the Purchaser, Purchaser
shall receive non-refundable Royalty Payments consisting of 5.00 % of “Net Revenue” received by the Company as a result
of the commercialization and/or monetization of the first two Collateral Processors resulting from the Morgan Agreement.


 


For
the purposes of this Purchaser Royalty Agreement, “Net Revenue” shall mean the total Gross Receipts less direct and
indirect expenses. Gross Receipts shall mean revenue from tolling fees and processing fees, product sales, extraction services,
licenses, development, commercialization and/or other commercialization and monetization of the Collateral Processors including
the disposition, sale or rental of the Collateral Processors.


 


ARTICLE
4.2 For the avoidance of doubt, Net Revenue shall be calculated in accordance with GAAP. The Company hereby agrees to use
its commercial best efforts to maximize its Gross Revenue during the term of this Purchaser Royalty Agreement and in the event
it commercializes any other phytoextractors similar to the Collateral Processors , it will not commercialize or monetize such
other equipment until the maximum capacity of the Collateral Processors has been reached. “Gross Revenues” shall also
include all settlement amounts, payment, and damages received by Company which result from litigation or disputes related to or
arising from the sale, license, development, commercialization and/or other monetization of the Collateral Processors.


 


ARTICLE
4.3 The Royalty Payments shall be paid by the Company to the Purchaser within fifteen (15) days after the end of the
quarter in which the Company receives payment for any Net Revenue from the Collateral Processors.


 


ARTICLE
5. INFORMATION REQUIRED TO BE SUPPLIED WITH EACH PAYMENT.


 


ARTICLE
5.1 With each Royalty Payment, the Company shall supply to the Purchaser a detailed and reasonably satisfactory
accounting and reconciliation of how the Royalty Payment was calculated. The Company agrees to have an officer certify each
reconciliation and provide a reconciliation each calendar month during the term of this Purchaser Royalty Agreement
regardless of whether any Royalty Payment is due.


 






    	 	 	 



     


    

 


ARTICLE
6. TERM.


 


ARTICLE
6.1 This Purchaser Royalty Agreement shall continue for a period of ten (10) years.


 


ARTICLE
7. NO SALE OR ASSIGNMENT BY COMPANY.


 


ARTICLE
7.1 During the term of this Purchaser Royalty Agreement, the Company may not (i) sell (other than ordinary course sales to
customers), assign, or otherwise transfer or encumber the Collateral Processors , (ii) assign or otherwise transfer or encumber
this Purchaser Royalty Agreement, or (iii) create an obligation whereby the Company is required to pay all or a portion of the
revenues derived from the Collateral Processors to any party in priority to the Purchaser and/or Pledgor or the Pledgor, without
first obtaining the prior written consent of the Purchaser.


 


ARTICLE
8. NOTICES.


 


ARTICLE
8.1 Any notice required or permitted by this Purchaser Royalty Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being
deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be
notified at such party’s address or facsimile number as set forth on the signature page hereto or as subsequently modified
by written notice.


 


ARTICLE
9. ASSIGNMENT BY PURCHASER.


 


ARTICLE
9.1 Purchaser may not assign a portion or all of its interest in this Purchaser Royalty Agreement to an assignee.


 


ARTICLE
10. EXTRAORDINARY EVENT.


 


ARTICLE
10.1 The Company agrees not to enter into a merger, recapitalization, sale or change of control of the Company or sale transaction
involving all or substantially all of the Company’s equity or assets unless the acquiring or successor entity agrees in
writing to recognize the Purchaser’s rights under this Purchaser Royalty Agreement.


 


ARTICLE
11. APPLICABLE LAW, VENUE, JURISDICTION.


 


ARTICLE
11.1 WAIVER OF CONFLICTS. The Company and the Purchaser each acknowledge that the Pledgor, Brenda Hamilton and her law firm,
Hamilton & Associates Law Group, P.A has in the past performed, and may continue to perform, legal and/or consulting services
for the Company in connection with the Transaction Documents and the matters and transactions described in this Investment Agreement
as well as in matters unrelated to the Transaction Documents. Accordingly, the Company and Purchaser each hereby acknowledges
that they have been advised by Brenda Hamilton & Hamilton & Associates Law Group, P.A. to seek the advice of independent
legal counsel in connection with the Transaction Documents including with respect to the Pledge Agreement, Mortgage and Pledgor
Royal Agreement in which Brenda Hamilton is a Party and the transactions contemplated thereby. Additionally, the Company and Purchaser
each acknowledge that they have had an opportunity to ask for information relevant to this disclosure and has consulted with independent
legal counsel or has had the opportunity to do so and gives its informed consent to Brenda Hamilton & Hamilton & Associates
Law Group, P.A. representation of and/or performance of services for the Company in the connection with the Transaction Documents
and transactions contemplated thereby.


 






    	 	 	 



     


    

 


ARTICLE
11.2 GOVERNING LAW AND JURISDICTION. This Purchaser Royalty Agreement shall be governed by and construed in accordance with
the laws of the State of Florida without regard to principles of conflict law applicable to contracts made and to be performed
with such state. Each of the parties hereto accepts for itself to the jurisdiction of Palm Beach County Florida and irrevocably
consents to such jurisdiction in any proceedings, and waives any objection to venue laid therein. Any controversy or claim arising
out of or relating of this Purchaser Royalty Agreement shall be settled by binding arbitration administered by the American Arbitration
Association and judgment on the award entered in any court having jurisdiction. The arbitration proceedings shall be conducted
before a panel of three neutral arbitrators in Palm Beach County, Florida all of whom shall be members of the bar of the state
of Florida, actively engaged in the practice of law for at least ten (10) years. Either Party hereto may apply to the arbitrator
seeking injunctive relief until the arbitration award is rendered or the controversy otherwise resolved. Either Party may, without
waiving any remedy under this Purchaser Royalty Agreement, seek from any court having jurisdiction any interim or provisional
relief that is necessary to protect the rights or property of that party, pending the arbitral tribunal’s determination
of the merits of the controversy. Each party shall bear its own costs, expenses and attorney fees and an equal share of the arbitrators’
and administrative fees of arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose the existence
content or results of any arbitration hereunder without the prior written consent of the Parties. All documents, testimony and
records shall be received, heard and maintained by the arbitrators in secrecy, available for the inspection only of the Parties
to this Purchaser Royalty Agreement and their respective attorneys and their respective experts who shall agree in advance and
in writing to receive all such information confidentially and to maintain such information in secrecy until such information shall
become generally known. In consideration for and as a material condition of this Purchaser Royalty Agreement, each Party agrees
that final and binding arbitration is the exclusive means for resolving any claim or controversy arising out of or related to
this Purchaser Royalty Agreement. This Agreement is a waiver of all rights the Parties may have to a civil court action. Accordingly,
only an arbitrator, not a judge or jury, will decide the dispute, although the arbitrator has the authority to award any type
of relief that could otherwise be awarded by a judge or jury.


 


[SIGNATURE
PAGE TO FOLLOW]


 






    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Purchaser Royalty Agreement on November 13, 2019.


 


	NUTRALIFE
    BIOSCIENCES, INC.	 	KAHN
    FAMILY LIMITED PT II
	 	 	 	 	 
	By:	 	 	By:
    	 
	 	Edgar
    Ward, Chief Executive Officer	 	 	(Signature)
	 	 	 	 	 
	 	 	 	 	 
	PHYTOCHEM
    TECHNOLOGIES, INC.	 	 	(Print
Name)
	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	(Print
    Title)
	 	Edgar
    Ward, Chief Executive Officer	 	 	 
	 	 	 	 	 
	 	Address
    for Notice:	 	Address
    for Notice:
	 	 	 	 
	 	NutraLife
    Biosciences, Inc.	 	 	 
	 	Attn:
    Edgar Ward, Chief Executive Officer	 	 	 
	 	6601
    Lyons Rd. L-6	 	 	 
	 	Coconut
    Creek, Fl. 33073	 	Phone :	 
	 	edgar@NutraFuels.com	 	Email: