EXHIBIT 10.1





 


Lock-Up/Leak Out Agreement






May 11 , 2022


Bio Lab Naturals, Inc.


7400 East Crestline Circle

Suite 130

Greenwood Village Colorado 80111


Attention Chief Executive Officer


 


Limitless X Inc.


9454 Wilshire Boulevard

Suite 300

Beverly Hills, California 90212


Attention Jas Mathur, Chief Executive Officer


 


 


Ladies and Gentlemen:


In connection with that
certain Share Exchange Agreement by and among Bio Lab Naturals, Inc., a Delaware corporation (“BLAB”) , Limitless X,
Inc., a Nevada corporation, Jaspreet Mathur and the other Exchanging Shareholders named in that agreement dated as of this date
(the “Share Exchange Agreement” and the acquisition transaction which is the subject of the Share Exchange Agreement,
the “Acquisition”)”) the undersigned, a shareholder of BLAB, acknowledges, accepts and hereby executes
this lockup/leak out agreement having the terms set forth below as a condition to the Closing of the Acquisition.


 


Accordingly, the undersigned hereby agrees
that the undersigned will not, during the period commencing on the Closing Date (as defined in Section 1.2 of the Share Exchange
Agreement), and ending 180 days thereafter (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell,
grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock of BLAB, or any securities
convertible into or exercisable or exchangeable for shares of common stock of BLAB, whether now owned or hereafter acquired by
the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the
“Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise
any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer,
sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Upon expiration of the Lock-Up Period, the undersigned shall be permitted to sell, transfer, and convey up to 15% of the Lock-up
Securities during each calendar month of the six month period following termination of the Lock-up Period, following which the
provisions of this lock-up/leak out agreement shall terminate


 


Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of BLAB
in connection with (a) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or
trust for the benefit of a family member (for purposes of this lock-up/leak out agreement, “family member” means any
relationship by blood, marriage or adoption, not more remote than first cousin); or (b) if the undersigned, directly or indirectly,
controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to
any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; provided
that in the case of any transfer pursuant to the foregoing clauses (i) any such transfer shall not involve a disposition for
value, (ii) each transferee shall sign and deliver to BLAB a lock-up/leak out agreement substantially in the form of this lock-up/leak
out agreement and (iii) no filing under Section 16(a) of the Exchange Act, as amended (“Exchange Act”),
shall be voluntarily made. Should the undersigned be required to file a report under Section 16(a) of the Exchange Act, reporting
a reduction in beneficial ownership of Merger Shares or any securities convertible into or exercisable or exchangeable for Merger
Shares by the undersigned during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that
such transfer or distribution is not a transfer for value and that such transfer is being made as a gift or by will or intestacy,
as the case may be.


 






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The undersigned
also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against
the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up/leak out agreement.


The undersigned
agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up/leak
out agreement during the period from the date hereof to and including the 180th day following the expiration of the initial Lock-Up
Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action
unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the
previous paragraph) has expired.


No provision in
this lock-up/leak out agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned
of any securities exercisable or exchangeable for or convertible into Merger Shares, as applicable; provided that the undersigned
does not transfer the Merger Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise
permitted pursuant to the terms of this lock-up/leak out agreement.


The undersigned
understands that each of BLAB and Limitless X is relying upon this lock-up/leak out agreement in proceeding toward consummation
of the Acquisition. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the
undersigned’s heirs, legal representatives, successors and assigns.


Very truly yours,


 


 


__________________________________


(Name - Please Print)


 


 


 


__________________________________



(Signature)


 


 


 


 


__________________________________



(Name of Signatory, in the case of
entities - Please Print)


 


 


 


 


__________________________________



(Title of Signatory, in the case of
entities - Please Print)


 


 


 


Address:______________________________


 


______________________________________       


 


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