Exhibit
10.7


 





 


6601
Lyons Rd. L-6 | Coconut Creek | FL. 33073 AMENDED REVENUE SHARE AGREEMENT SUMMARY SHEET


 


	NutraLife
    Biosciences Information
	NutraLife
    Contact:	Edgar
    Ward
	Telephone:	561
    212-3816
	Fax:	 
	Email:	edgar@nutralifebiosciences.com
	General
    Inquiries:	 


 


	Investor
    Information
	Investor
    Name:	Zachary
    Davis and or Assigns
	Address:	2311
    N Andrews Ave Ft. Lauderdale Fl 33312
	Primary
    Contact Name/Title:	Zachary
    Davis	Assistant
    Name/Title:	 
	Primary
    Contact Email:	Zachary@davislawllc.org	Assistant
    Contact Email:	 
	Primary
    Contact Phone:	954.319.7868	Assistant
    Contact Phone:	 
	Primary
    Contact Fax:	 	Assistant
    Contact Fax:	 


 


	Investment
    Summary
	Amount
    Invested	Investor’s
    Revenue Share	Period
    of Payment	 	Other	 
	 	 	 	 	 	 
	$500,000	1.08%	Quarterly	 	 	 


 


	MISC
    NOTES
	 

    This
    agreement supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject
    matter hereof, all such other negotiations, commitments, agreements, and writings will have no further force or effect, and the parties
    to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.

     

    This
    amended NLBS CRP revenue share agreement is part of three contracts, the Gummy revenue share agreement and the NutraLife Biosciences
    Warrant agreement, and are to be signed simultaneously.

     

    NutraLife
    Biosciences Inc. Bank Wiring Instructions:

     

    Bank
    Name: TRUIST

     

    Account
    Name: NutraLife Biosciences, Inc. Care Of: Edgar Ward

     

    Swift
    Code: BRBTUS33

     

    Routing
    #: 263191387

     

    Account#:
    1100019240027

     

    Bank
    Phone #: (800) 226-5228

     

    Bank
Address: 300 S Pine Island Rd, Plantation, FL 33324



 




    	 



    	 



    

 


NUTRALIFE
BIOSCIENCES REVENUE SHARE AGREEMENT


 


This
Nutralife Biosciences Agreement (the “Agreement”) is entered into and effective as of September 6th, 2022 (the “Effective
Date”) by and between Nutralife Biosciences, Inc., a Florida corporation, with an address at 6601 Lyons Rd. L-6, Coconut Creek,
FL 33073 (“NLBS”), and Zachary Davis and or assigns an Individual, with
an address at 2311 N Andrews Ave Ft. Lauderdale Fl 33312 (“Investor”). Capitalized words used but not otherwise defined
at first use shall have the meanings set forth in Section 1 below.


 


 1. RECITALS




 


This
Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements, and writings with respect to the subject matter
hereof; all such other negotiations, commitments, agreements, and writings will have no further force or effect, and the parties to any
such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.


 


This
amended NLBS CRP revenue share agreement is part of three contracts, the Gummy revenue share agreement, and the NutraLife Biosciences
Warrant agreement, and are to be signed simultaneously.


 


WHEREAS,
NLBS is in the business of managing, distributing, marketing and selling various products, including cannabis-based ingestible products,
and merchandise, as further defined below; and


 


WHEREAS
Investor desires to obtain a stream of revenue from the sale of products and merchandise NLBS is selling or helping sell; and


 


WHEREAS
NLBS and Investor (each a “Party” and together, the “Parties”), having concluded negotiations through experienced
business and legal counselors, desire to enter into this Agreement; and


 


WHEREAS,
the Parties are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules
and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act
of 1933, as amended (the “1933 Act”);


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree
as follows:


 


 1. Definitions. 




 


(a) “Confidential
Information” means any information disclosed by either party to the other party which is designated as “Confidential,”
“Proprietary,” or similar designation.


 


(b)
“Payment Dispute Period” means the period of time beginning on the day a Rev Share payment is received by the Investor
from NLBS and ending thirty (30) days thereafter.


 


 2. Investor Payment.




 


(a) Subject
to the terms of this Agreement, Investor shall make a non-refundable, lump-sum payment in cash or immediately available funds in the
amount set forth on this Agreement’s Summary Sheet under the heading “Investment Summary” and sub-heading “Amount
Invested.” This payment is hereafter referenced as this “Investment.”


 




    	NLBS Confidential



    	 



    

 


(b) The
Investment shall be tendered to NLBS via check or bank wire deposit, using the deposit advice attached as Exhibit A.


 


 3. Use of Investment Funds.




 


(a) NLBS
is an authorized, non-exclusive representative of Cookies Retail Products, LLC, a Florida limited liability company (“CRP”)
which is the exclusive licensee of certain intellectual property of Cookies Creative Consulting & Productions LLC. This intellectual
property pertains to the marketing, packaging, production, sale, and know-how of products made from cannabis or cannabis ingredients,
used in connection with the consumption or smoking of cannabis or cannabis ingredients, and lifestyle and entertainment-related merchandise
and products, including clothing.


 


(b)
NLBS shall manage, distribute, market, and/or sell cannabis-based products and related merchandise as authorized from time to time by
CRP. Presently, such products include ingestible products containing HHC, CBD, CBG, CBN, Delta-8, Delta-10, Full Spectrum, and THC-O.


 


(c) NLBS
distribution of products shall be limited to the United States and may include direct-to-consumer sales, as well as product sales through
retail outlets, including without limitations, tobacco and vape shops, liquor stores, hotels, convenience stores, and gas stations.


 


(d) The
Investment will be used by NLBS to fund its own operations, including those needed to perform its obligations and duties under its business
terms and conditions with CRP.


 


 4. Investor’s Revenue Share.




 


(a) In
consideration for the Investment, Investor is entitled to a percentage of the revenue periodically collected by NLBS, as detailed herein
(and referenced hereafter as the “Rev Share”).


 


(b) Investor
is entitled to the percentage of revenue set forth on this Agreement’s Summary Sheet under the heading “Investment Summary”
and subheading “Investor’s Revenue Share,” every period that is written under the heading “Investment Summary”
and sub-heading “Period of Payment”; provided, however, that until Investor collects $500,000.00, Investor shall be
entitled to three percent (3%) of Rev Share instead of one point zero eight percent (1.08%) of Rev Share. After Investor
collects $500,000.00 under this Agreement, Investor’s Rev Share shall revert to one point zero eight percent (1.08%)
of Rev Share or the duration of the agreement with CRP.


 


(c) NLBS
shall tender payment to Investor within fifteen (15) days after the end of each period for which the Rev Share is owed, using the payment
advice provided by Investor at Exhibit B. Payments under this Agreement shall be made in U.S. Dollars. NLBS’s determination
of Rev Share owed shall be the only and definitive measure of payments owed to the Investor under this Agreement. In the event of a dispute
regarding payments owed under this Agreement, Investor shall engage in good faith negotiations with NLBS in an attempt to resolve the
dispute. Payments shall be made to Investor via a payment through wire or ACH. Investor is responsible for providing and maintaining
accurate and current contact information with NLBS including, but not limited to, payment account and tax-related information. Any banking
fees, wire fees, and/or other transaction costs in connection with the Rev Share payments shall be the sole responsibility of Investor.


 




    	NLBS Confidential



    	 



    

 


(d) Each
Rev Share payment shall be accompanied by a report in reasonable form, reflecting income, expenses, credits, and deductions over the
period. Notwithstanding anything in this Agreement to the contrary, NLBS shall have the right to adjust payments due to: (i) bad or uncollectable
debt, (ii) non-payment or disputed payments with third parties, (iii) credits due to poor product quality, goodwill credits, promotional
credits, rebates, and chargebacks, or (iv) invalid activity, as determined by NLBS in its sole discretion (which shall include, but not
be limited to, (1) fraudulent or invalid sales or reported sales, sales of counterfeit or unauthorized products, or other false representation).
NLBS may withhold, chargeback, or keep all or a portion of any Rev Share payment to Investor to offset any portion of any Rev Share payment
previously tendered to Investor in respect of any matter under this Section.


 


(e) Investor
shall notify NLBS in writing within the Payment Dispute Period if Investor has any dispute relating to any Rev Share payment. Failure
to notify NLBS of a dispute relating to a Rev Share payment before the end of the Payment Dispute Period shall result in a waiver by
Investor of any claim relating to such Payment. The Rev Share payments made under this Agreement are for
the Investor only and may not be assigned, transferred, or in any manner passed on to any third party unless expressly authorized in
writing by NLBS. NLBS may offset from any Rev Share payment under this Agreement any delinquent amount owed by Investor, or any
parent, subsidiary, or affiliate of Investor, to NLBS or any parent, affiliate, or subsidiary company of NLBS.


 


(f) Notwithstanding
anything in this Agreement to the contrary, in the event that a Rev Share payment owed is less than one hundred dollars ($100), NLBS
may withhold the payment until the total Rev Share amount due is at least one hundred dollars ($100), or until this Agreement is terminated,
whichever is sooner.


 


(g) NLBS
shall not be responsible for any delays in Rev Share payments received by Investor caused by incorrect banking information or other information
supplied by Investor. Investor shall be solely responsible for the payment of, and shall pay when due and indemnify, defend, and hold
harmless NLBS from and against, all applicable income taxes associated with Rev Share payments to Investor under this Agreement (except
for taxes assessed on NLBS’s net income).


 


5. Investor’s
Representations. The Investor represents, warrants, and covenants to NLBS that:


 


(a) Investor
has all necessary rights, power, and authority to enter into this Agreement and to perform under this Agreement, and entering into and
performing under this Agreement will not violate the provisions of any other agreement that Investor has entered into with a third party.


 


(b) The
Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act (an “Accredited
Investor”). Any of Investor’s transferees, assignees, or purchasers must be “accredited investors” in order to
qualify as prospective transferees, permitted assignees in the case of Investor’s transfer or assignment of this Agreement.


 


(c) The
Investor understands that this Agreement is offered solely in reliance upon specific exemptions from the registration requirements of
United States federal and state securities laws and that NLBS is relying upon the truth and accuracy of, and the Investor’s compliance
with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine
the availability of such exemptions and the eligibility of the Investor to enter into this Agreement.


 


(d) The
Investor and its advisors, if any, have been furnished with all materials relating to the business, finances, and operations of NLBS
and materials relating to how revenue will be generated under the terms of this Agreement, which have been requested by the Investor
or its advisors. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of NLBS. Notwithstanding
the foregoing, NLBS has not disclosed to the Investor any material nonpublic information and will not disclose such information unless
such information is disclosed to the public prior to or promptly following such disclosure to the Investor. Neither such inquiries nor
any other due diligence investigation conducted by Investor or any of its advisors or representatives shall modify, amend or affect Investor’s
right to rely on NLBS’s representations and warranties contained in Section 6 below. The Investor understands that its investment
hereunder involves a significant degree of risk. The Investor is not aware of any facts that may constitute a breach of any of NLBS’s
representations and warranties made herein.


 




    	NLBS Confidential



    	 



    

 


(e) The
Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or
made any recommendation or endorsement of the Securities.


 


(f) The
Investor understands that this Agreement has not been and is not being registered under the 1933 Act or any applicable state securities
laws, and this Agreement may not be transferred, sold or assigned to any third party unless with the prior written consent of NLBS, granted
in the sole discretion of NLBS. Any request by Investor to transfer, sell or assign this Agreement shall in writing and the Investor
shall deliver to NLBS contemporaneously with such request, at the cost of the Investor, an opinion of counsel that shall be in form,
substance, and scope customary for opinions of counsel in comparable transactions to the effect that the Agreement may be sold, transferred
or assigned pursuant to an exemption from registration under the 1933 Act, the Agreement is sold or transferred to an “affiliate”
(as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Investor who agrees to sell
or otherwise transfer the Securities only in accordance with this Section and who is an Accredited Investor, the Agreement is sold or
transferred pursuant to Rule 144, or the Agreement is sold or transferred pursuant to Regulation S under the 1933 Act (or a successor
rule) (“Regulation S”). Any sale, assignment or transfer of this Agreement made in reliance on Rule 144 may be made only
in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale or re-assignment of this Agreement
under circumstances in which the seller (or the person through whom the sale or transfer is made) may be deemed to be an underwriter
(as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations
of the SEC thereunder. Neither NLBS nor any other person is under any obligation to register this Agreement under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing or anything
else contained herein to the contrary, this Agreement may not be pledged as collateral in connection with any lending arrangement.


 


(g) Legends.
The Investor understands, even if NLBS permits Investor to transfer or assign this Agreement, that until the Agreement has been registered
under the 1933 Act, it may only be sold, transferred, or assigned pursuant to Rule 144 or Regulation S, and may bear a restrictive legend
in substantially the following form:


 


“NEITHER
THIS AGREEMENT, NOR ISSUANCE AND SALE OF ANY SECURITIES REPRESENTED BY THIS AGREEMENT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. ANY SECURITIES ASSOCIATED WITH THIS AGREEMENT 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 (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), 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. THIS AGREEMENT AND
ANY SECURITIES ISSUED IN CONNECTION THEREWITH SHALL NOT BE PLEDGED IN CONNECTION WITH ANY MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THIS AGREEMENT.”


 




    	NLBS Confidential



    	 



    

 


The
legend set forth above shall be removed and NLBS may issue a certificate without such legend to the holder of any securities upon which
it is stamped in connection with the Agreement, if, unless otherwise required by applicable state securities laws, (a) such security
is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144
or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, and
(b) such holder provides NLBS with an opinion of counsel, in form, substance, and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such securities may be made without registration under the 1933 Act, and
that legend removal is appropriate, which opinion shall be accepted by NLBS in its sole reasonable discretion.


 


(h) Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of
the Investor, and this Agreement constitutes a valid and binding agreement of the Investor enforceable in accordance with its terms.


 


(i) Residency.
The Investor is a resident of the state of Florida.


 


6. NLBS’s
Representations. NLBS represents, warrants, and covenants to the Investor that:


 


(a) NLBS
is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated,
with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and
where now owned, leased, used, operated and conducted.


 


(b) NLBS
has all requisite corporate power and authority to enter into and perform this Agreement, in accordance with the terms hereof. In addition,
the execution and delivery of this Agreement by NLBS and the consummation by it of the transactions contemplated hereby have been duly
authorized by NLBS’s Board of Directors, and no further consent or authorization of NLBS, its Board of Directors or its shareholders
is required, (ii) this Agreement has been duly executed and delivered by NLBS by its authorized representative, and such authorized representative
is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith
and bind NLBS accordingly, and (iii) this Agreement constitutes, upon its execution and delivery by NLBS, a legal, valid and binding
obligation of NLBS enforceable against NLBS in accordance with its terms.


 


(c) NLBS
acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement
and the transactions contemplated hereby. NLBS further acknowledges that the Investor is not acting as a financial advisor or fiduciary
of NLBS (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by
the Investor or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby
is not advice or a recommendation. NLBS further represents to the Investor that NLBS’s decision to enter into this Agreement has
been based solely on the independent evaluation of NLBS and its representatives.


 


(d) Neither
NLBS nor any person acting on its behalf has directly or indirectly made any offers or sales in any security or solicited any offers
to buy any security under circumstances that would require registration under the 1933 Act of this Agreement.


 




    	NLBS Confidential



    	 



    

 


(e) NLBS
and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal
property owned by them which is material to the business of NLBS and its subsidiaries, in each case free and clear of all liens, encumbrances,
and defects except such as would not have a material adverse effect on the business of NLBS. Any real property and facilities held under
lease by NLBS and its subsidiaries are held by them under valid, subsisting, and enforceable leases with such exceptions as would not
have a material adverse effect on the business of NLBS.


 


(f) No
officer or director of NLBS would be disqualified under Rule 506(d) of the 1933 Act as amended on the basis of being a “bad actor”
as that term is established on September 19, 2013, Small Entity Compliance Guide published by the Securities and Exchange Commission.


 


(g) NLBS
will not infringe on the intellectual property of any third party (including, but not limited to, copyright, patent, trademarks,
trade secret, or other intellectual property right) in performing this Agreement, and will use commercially reasonable best efforts in
the periodic calculation of Investor’s Rev Share, based upon North American generally accepted accounting principles.


 


7. Term;
Termination.


 


(a)
The term of this Agreement shall begin on the Effective Date and may only be terminated if a Party ceases to function as a going concern
or to conduct operations in the normal course of business, or has a petition filed by or against it under any state or federal bankruptcy
or insolvency law, and as otherwise permitted or required under the terms herein, however any payments due to the Investor shall remain
an obligation of NLBS.


 


(b)
This Section 7(b) and Section 2(a), Sections 5 through 6, and Sections 9 through 16 shall survive termination or expiration of this Agreement.


 


8. Intellectual
Property. No intellectual property rights, including but not limited to trademarks, service marks, copyright, or patents, of NLBS,
CRP, or any other third party are granted to Investor in whole or in part under this Agreement.


 


9. Confidentiality.


 


(a)
During the term of this Agreement, either party may disclose Confidential Information to the other party. The receiving party agrees
to maintain the disclosing party’s Confidential Information in confidence and not to use or disclose such information except to
perform the terms of this Agreement. Information communicated orally shall be considered Confidential Information if such information
is confirmed in writing as being Confidential Information within a reasonable period of time after the initial disclosure. Confidential
Information shall not include information which (i) is or becomes generally available or part of the public domain through no fault of
the receiving party; (ii) was already known by or available to the receiving party prior to the disclosure by the disclosing party; (iii)
is subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the party who
disclosed the information; or (iv) as can be shown by written documentation, has already been or is hereafter independently acquired
or developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party. Notwithstanding
the foregoing, either party may disclose Confidential Information of the other party as part of a judicial process, government investigation,
legal proceeding, or other similar processes, and the receiving party will, unless prohibited by law, give prior written notice of such
requirement to the disclosing party and reasonable efforts will be made to provide this notice in sufficient time to allow the disclosing
party to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and the receiving party
will reasonably cooperate in such efforts.


 




    	NLBS Confidential



    	 



    

 


(b)
Each party agrees that the unauthorized use, reproduction, distribution, or disclosure of any Confidential Information of the disclosing
party may cause irreparable injury to the disclosing party. Therefore, the other party, in addition to any other remedies it may have,
shall be entitled to seek injunctive relief.


 


10. Indemnification.
NLBS shall defend, indemnify and hold Investor harmless from and against any judgment, loss, liability,
cost, damage, or expense (including reasonable attorneys’ fees) arising out of or relating to any material breach by NLBS of this
Agreement.


 


11. Disclaimer
of Warranties. THE SERVICES OF NLBS DESCRIBED HEREUNDER ARE PROVIDED ON AN “AS-IS” AND “AS
AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND INCLUDING
ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
NLBS SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE AMOUNT OF ANY REV SHARE PAYMENT TO BE MADE
TO INVESTORS UNDER THIS AGREEMENT. 


 


12. Limitation
of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN (A) NEITHER PARTY SHALL
BE LIABLE UNDER THIS AGREEMENT FOR ANY CLAIM FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED
TO, LOST PROFITS), OR ANY CLAIM IN TORT, WHETHER OR NOT ARISING IN WHOLE OR PART OUT OF SUCH PARTY’S ACT, OMISSION, FAULT, NEGLIGENCE,
STRICT LIABILITY, OR PRODUCT LIABILITY (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR SUCH PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE
OF THE POSSIBILITY OF SUCH DAMAGES), AND (B) NLBS’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY REASON WILL NOT EXCEED THE
LESSER OF: (1) THE AMOUNT INVESTED BY THE INVESTOR HEREUNDER OR (2) REV SHARE PAYMENTS PAID BY NLBS TO INVESTOR IN THE TWELVE (12) MONTHS
IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.


 


13. Publicity.
Neither Party shall issue any press release or publish any statement naming the other Party or referencing this Agreement, without
the prior written consent of the other Party.


 


14. Entire
Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof, and supersedes
any and all prior and contemporaneous agreements, communications, and understandings (whether written or oral) between the parties, with
respect to their subject matter. No Party has been induced to enter into this Agreement by virtue of, and is not relying upon, any representations
or warranties not set forth in this Agreement, any correspondence or communication preceding the execution of this Agreement, or any
prior course of dealing between the Parties.


 


15. Choice
of Law and Venue. This Agreement shall be interpreted and enforced in all respects under the laws of the State of Florida, as applicable
to contracts to be performed entirely within the State of Florida. Any litigation arising out of this Agreement will be brought solely
and exclusively in the state or federal courts located in Broward County, Florida, and the Parties agree that jurisdiction and venue
properly lie in such courts and waive any claim that a proceeding in any such court has been brought in an inconvenient forum.


 




    	NLBS Confidential



    	 



    

 


16. Force
Majeure. NLBS shall not be liable in damages for any delay or default in the performance of this Agreement if such delay or default
is caused by unforeseen conditions beyond its reasonable control, including acts of God, pestilence, pandemic, restrictions by a government
authority, wars, revolutions, terrorism, strikes (other than any strike by NLBS’s employees), fires, floods, earthquakes, embargoes,
or degradation of telephone or other communications services, including but not limited to, degradation of all or part of an Internet
backbone.


 


17. Waiver.
Failure by a party to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a
waiver of such provisions, and shall in no way affect a party’s right to later enforce such provisions. No provision or part of
this Agreement or remedy hereunder may be waived except by writing signed by a duly authorized representative of the party making the
waiver.


 


18. Severability.
If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable by a
court of law, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall
be replaced if possible by a mutually acceptable provision, which is valid, legal and enforceable, comes closest to the intention of
the parties underlying the invalid, illegal or unenforceable provision.


 


19. Miscellaneous.
NLBS and Investor are independent contractors and neither party is an agent, representative, partner, or joint venture partner of
the other. This Agreement may only be modified by an agreement executed by both parties. Investor may not assign or delegate this Agreement,
in whole or in part, without the prior written consent of NLBS, and any such attempt in violation hereof is void. Notices to Investor
under this Agreement shall be transmitted via expedited courier, US mail, or email the Investor contact details set forth in this Agreement
or the Insertion Order. Notices to NLBS under this Agreement shall be transmitted via expedited courier to the attention of Nutralife
Biosciences, Inc., Legal Department at 6601 Lyons Rd. L-6, Coconut Creek, FL 33073.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	NLBS Confidential



    	 



    

 


	REVIEWED,
    AGREED, AND ACCEPTED:	 
	 	 	 
	INVESTOR	 
	 	 	 
	By:	/s/ Zachary
    Davis	 
	Name:	Zachary
    Davis	 
	Date:	September
    6th, 2022 	 
	 	 	 
	FOR
    NUTRALIFE BIOSCIENCES, INC.:	 
	 	 	 
	By:	/s/ Edgar
    Ward	 
	Name:	Edgar
    Ward	 
	Title:	President/CEO	 
	Date:	September
    6th, 2022	 


 




    	NLBS Confidential



    	 



    

 


EXHIBIT
A


 


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


 




    	NLBS Confidential



    	 



    

 


EXHIBIT
B


 


INVESTOR
DEPOSIT ADVICE


 




    	NLBS Confidential