Exhibit
10.3


 


THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. 


 


	Principal
    Amount: USD $40,000	Issue
    Date: September 12th, 2022	
	 	Maturity
    Date: March 12th, 2023	


 


PROMISSORY
NOTE


 


FOR
VALUE RECEIVED, pursuant to the terms of this Promissory Note (this “Note”) Nutralife Biosciences, Inc., a Florida corporation
(the “Company”), hereby promises to pay to the order of Green Dynamics, LLC a Florida
limited liability Corporation, with an address at 7050 west Palmetto Park Rd. Suite
510 Boca Raton FL. 33431 (the “Holder”) the sum of the Principal Amount as set forth above (the “Principal Amount”)
together with any interest as set forth herein, on the dates as set forth herein, and to pay interest on the unpaid principal balance
hereof at the rate of 20% annually 10% (the “Interest Rate”) over the six month term, simple interest, from
the Issue Date as set forth above (the “Issue Date”) until the same becomes due and payable, whether by payment as set forth
herein, at maturity or by prepayment or otherwise.


 


This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of members of the Company and will not impose personal liability upon the holder thereof.


 


The
following additional terms shall apply to this Note:


 


Article
I. GENERAL TERMS


 


Section
I.01 Interest; Payments; Prepayment.


 


		(a)	Interest
                                            shall commence accruing on the Issue Date at the Interest Rate and shall be computed at the
                                            rate of 20% annually 10% (the “Interest Rate”) over the six month
                                            term, and the actual number of days elapsed.
	 	 	 
		(b)	Unless
                                            earlier accelerated by the Holder upon the occurrence of an Event of Default (as defined
                                            below), the principal of this Note and all accrued unpaid interest will be due and payable
                                            by the Company on the first anniversary of the issue date on the face of this Note (the “Maturity
                                            Date”).
	 	 	 
		(c)	All
                                            payments due hereunder shall be made in lawful money of the United States of America. All
                                            payments shall be made at the address of the Holder as set forth in the Purchase Agreement,
                                            or via wire transfer instructions as the Holder shall hereafter give to the Company by written
                                            notice made in accordance with the provisions of the Purchase Agreement.



 




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		(d)	Whenever
                                            any amount expressed to be due by the terms of this Note is due on any day which is not a
                                            Business Day, the same shall instead be due on the next succeeding day which is a Business
                                            Day and, in the case of any interest payment date which is not the date on which this Note
                                            is paid in full, the extension of the due date thereof shall not be taken into account for
                                            purposes of determining the amount of interest due on such date.
	 	 	 
		(e)	The
                                            Company may prepay all or any portion of the Principal Amount and any accrued and unpaid
                                            interest and any and all other amounts that may be due and payable to the Holder hereunder
                                            (collectively, the “Indebtedness”) at any time.



 


Section
I.02 Events of Default. If any of the following events set forth in this Section I.02 occur, it shall be an “Event of Default”
hereunder:


 


		(a)	Failure
                                            to Pay Principal or Interest. The Company fails to pay the principal hereof or interest
                                            thereon when due on this Note, whether at maturity, upon acceleration or otherwise, and such
                                            failure has not been cured within five (5) days of notice thereof from the Holder to the
                                            Company.
	 	 	 
		(b)	Breach
                                            of Covenants. The Company breaches any covenant or other term or condition contained
                                            in this Note, and such breach has not been cured within five (5) days of notice thereof from
                                            the Holder to the Company.
	 	 	 
		(c)	Receiver
                                            or Trustee. The Company shall (i) apply for or consent to the appointment of, or the
                                            taking of possession by, a receiver, custodian, trustee or liquidator; (ii) make a general
                                            assignment for the benefit of the Company’s creditors; or (iii) commence a voluntary
                                            case under the U.S. Bankruptcy Code as now and hereafter in effect, or any successor statute.
	 	 	 
		(d)	Bankruptcy
                                            Proceedings: A proceeding or case shall be commenced, without the application or consent
                                            of the Company, in any court of competent jurisdiction, seeking (1) liquidation, reorganization
                                            or other relief with respect to it or its assets or the composition or readjustment of its
                                            debts, or (2) the appointment of a trustee, receiver, custodian, liquidator or the like of
                                            any substantial part of its assets, and, in each case, such proceedings or case shall continue
                                            undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall
                                            be entered and continue unstayed and in effect, for a period of 60 days, if in the United
                                            States, or 90 days, if outside of the United States; or an order for relief against the Company
                                            shall be entered in an involuntary case under any bankruptcy, insolvency, composition, readjustment
                                            of debt, liquidation of assets or similar Law of any jurisdiction.



 




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		(e)	Change
                                            of Control. There occurs a Change of Control (as defined below) of the Company, or the
                                            Company enters into any agreement which could reasonably be expected to result in a Change
                                            of Control. For purposes herein, “Change of Control” means the occurrence of
                                            any of the following events:



 


		(i)	Change
                                            in Ownership of the Company. A change in the ownership of the Company which occurs on
                                            the date that any one person, or more than one person acting as a group (“Person”),
                                            acquires ownership of the stock of the Company that, together with the stock held by such
                                            Person, constitutes more than fifty percent (50%) of the total voting power of the stock
                                            of the Company; provided, however, that for purposes of this Section I.02(e)(i), the acquisition
                                            of additional stock by any one Person, who is considered to own more than fifty percent (50%)
                                            of the total voting power of the stock of the Company prior to such transaction will not
                                            be considered a Change in Control. Further, if the shareholders of the Company immediately
                                            before such change in ownership continue to retain after the change in ownership, in substantially
                                            the same proportions as their ownership of shares of the Company’s voting stock prior
                                            to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%)
                                            or more of the total voting power of the stock of the Company or of the ultimate parent entity
                                            of the Company, such event shall not be considered a Change in Control under this Section
                                            I.02(e)(i). For this purpose, indirect beneficial ownership shall include, without limitation,
                                            an interest resulting from ownership of the voting securities of one or more corporations
                                            or other business entities which own the Company, as the case may be, either directly or
                                            through one or more subsidiary corporations or other business entities.
	 	 	 
		(ii)	Change
                                            in Effective Control of the Company. A change in the effective control of the Company
                                            which occurs on the date that a majority of members of the Board of Directors of the Company
                                            (the “Board”) is replaced during any twelve (12) month period by Directors whose
                                            appointment or election is not endorsed by a majority of the members of the Board prior to
                                            the date of the appointment or election. For purposes of this Section I.02(e)(ii), if any
                                            Person is considered to be in effective control of the Company, the acquisition of additional
                                            control of the Company by the same Person will not be considered a Change in Control.
	 	 	 
		(iii)	Change
                                            in Ownership of a Substantial Portion of the Company’s Assets. A change in the
                                            ownership of a substantial portion of the Company’s assets which occurs on the date
                                            that any Person acquires (or has acquired during the twelve (12) month period ending on the
                                            date of the most recent acquisition by such person or persons) assets from the Company that
                                            have a total gross fair market value equal to or more than fifty percent (50%) of the total
                                            gross fair market value of all of the assets of the Company immediately prior to such acquisition
                                            or acquisitions. For purposes of this Section I.02(e)(iii), gross fair market value means
                                            the value of the assets of the Company, or the value of the assets being disposed of, determined
                                            without regard to any liabilities associated with such assets.
	 	 	 
		(iv)	Merger
                                            or Consolidation. The Company or its shareholders is or are party(ies) to a merger, consolidation
                                            or similar transaction where the Company is not the surviving entity.



 




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Section
I.03 Effects of an Event of Default.


 


		(a)	Upon
                                            the occurrence of any Event of Default exercisable through the delivery of written notice
                                            to the Company by such Holder (the “Default Notice”), this Note shall become
                                            immediately due and payable and the Company shall pay to the Holder, within five (5) Business
                                            Days of the date of the Event of Default (the “Mandatory Prepayment Date”), all
                                            of the Indebtedness in full, together with any and all other amounts payable hereunder (collectively,
                                            the “Default Amount”), all without demand, presentment or notice, all of which
                                            hereby are expressly waived, together with all costs, including, without limitation, legal
                                            fees and expenses, of collection, and the Holder shall be entitled to exercise all other
                                            rights and remedies available at law or in equity.
	 	 	 
		(b)	If
                                            the Company fails to pay the Default Amount by the “Mandatory Prepayment Date”
                                            then the Holder shall have the right at any time to pursue any legal and equitable remedies
                                            and rights of the Holder pursuant to this Note and under all applicable laws.



 


Section
I.04 Trigger Events. The Company waives presentment, demand for performance, notice of nonperformance, protest, notice of protest
and notice of dishonor, except as expressly stated herein.


 


Section
I.05 Negative Covenants. During the term this Note remains outstanding, unless the Holder shall have otherwise given prior written
consent, the Company shall not, directly or indirectly:


 


		(a)	amend
                                            its charter documents in any manner that does or could reasonably be expect to materially
                                            and adversely affects any rights of the Holder;
	 	 	 
		(b)	repay,
                                            repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number
                                            of shares of its common stock or other equity securities;
	 	 	 
		(c)	use
                                            the proceeds from this Note for any purpose other than the Company’s working capital,
                                            production of the Company’s existing inventory of goods for sale to the public, or
                                            product development, without the express written consent of the Holder; or
	 	 	 
		(d)	enter
                                            into any agreement with respect to any of the foregoing.



 


Section
I.06 Taxes. The Company agrees to pay upon issuance of this Note, all intangible taxes due under Florida law as result of this
Note.


 


Article
II. MISCELLANEOUS


 


Section
II.01 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 




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Section
II.02 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall
be in writing and shall be given in accordance with the provisions of the Purchase Agreement.


 


Section
II.03 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Company and
the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as
originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


Section
II.04 Assignability. This Note shall be binding upon the Company and its permitted successors and permitted assigns, and shall
inure to be the benefit of the Holder and its successors and assigns. The Company may not assign or transfer this Note or any right,
title or interest herein, whether voluntarily or by operation of law, without the prior written consent of the Holder, and any purported
assignment or transfer without such consent shall be null and void and of no force or effect.


 


Section
II.05 Costs and Costs of Collection. If default is made in the payment of this Note, the Company shall pay the Holder hereof costs
of collection, including reasonable attorneys’ fees.


 


Section
II.06 Governing Law. This Note shall be governed by, enforced, and construed under and in accordance with the Laws of the State
of Florida, without giving effect to the principles of conflicts of law thereunder. Each of the Parties irrevocably consents and agrees
that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in
the courts of the State of Florida or the federal courts of the United States, in each case located in Broward County, Florida. By execution
and delivery of this Note, each Party irrevocably submits to and accepts, with respect to any such action or proceeding, generally and
unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter
have to object to such jurisdiction


 


Section
II.07 Usury Savings Clause. Notwithstanding any provision in this Note to the contrary, the total liability for payments of interest
and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time
be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Note or any other applicable
law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation,
all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in
an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the
jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period in question shall, without
further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance due
hereunder immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically
designated such excess sums to be so applied to the reduction of the principal balance then outstanding, and the Holder hereof had agreed
to accept such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and from time to time,
elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible
as interest, rather than accept such sums as a prepayment of the principal balance then outstanding. It is the intention of the parties
that the Company does not intend or expect to pay, nor does the Holder intend or expect to charge or collect any interest under this
Note greater than the highest non-usurious rate of interest which may be charged under applicable law.


 




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Article
III.


 


It
is agreed that this note will serve as a bridge note financing loan and can, and will be paid in full before the maturity date above
in the event that the Compay has any remuneration, income or capital raise from any other source.


 


NLBS
DEPOSIT ADVICE


 


	Bank
    Name:	TRUIST
	 	 
	Account
    Name:	NutraLife
    Biosciences, Inc.
	 	 
	Swift
    Code:	BRBTUS33
	 	 
	Routing
    #:	263191387
	 	 
	Account#:	1100019240027
	 	 
	Bank
    Phone #: 	(800)
    226-5228
	 	 
	Bank
    Address: 	300
    S Pine Island Rd, Plantation, FL 33324


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the Company and the Holder have caused this Note to be signed as of the Issue Date.


 


	 	For
    Nutralife Biosciences, Inc.:
	 	 	 
	 	By:	/s/
    Edgar Ward
	 	Name:	Edgar
    Ward 
	 	Title:	Chief
    Executive Officer


 




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