EXHIBIT
10.4


 


MANUFACTURING
& DISTRIBUTORSHIP LICENSE AGREEMENT





 


This
AGREEMENT is entered into as of December 1, 2021, between SMILZ INC. (“Smilz”), a California corporation located at
4935 Mcconnell Ave., Suite 3, Los Angeles, California, and LIMITLESS X INC. (“LimitlessX” or “Manufacturer”),
a Nevada Corporation located at 9454 Wilshire Blvd., Suite 300, Beverly Hills, California.


 


A.                    
Smilz has developed and owns the rights to certain CBD and related lifestyle products
it has designed and has been manufacturing, marketing and selling under the Smilz name and design logo, with established brand
awareness selling approximately $50 million in sales from its inception on November 20, 2020;


 


B.                     
LimitlessX designs, manufactures, markets and sells certain lifestyle brands and nutritional
products and accessories;


 


C.                     
Smilz desires to expand the market for its products by having LimitlessX provide services
to improve the Smilz products and by permitting LimitlessX to provide manufacturing and distribution of the Smilz products;


 


D.                    
LimitlessX desires to provide design services and to obtain the non-exclusive rights
to manufacture, market and distribute the Smilz products; and


 


E.                     
The parties have agreed on the terms for LimitlessX to design, manufacture, market
and distribute the Smilz products and for the payments to Smilz for its product designs and distribution rights.


 


NOW.
THEREFORE, the parties agree:


 


1.
Grant of Non-Exclusive License. Smilz grants to LimitlessX on the terms and conditions in this Agreement, and under any
Exhibits attached and made a part of this agreement, the following rights exclusive of all other entities and persons (including
Smilz):


 


a)
To design or redesign the Smilz CBD gummy and related products described in the attached Exhibit “A” to this Agreement
(“the Products”):


 


b)
To manufacture the Products under such design Specifications as may be mutually agreed upon by Smilz and LimitlessX from time
to time;


 


c)
To promote, sell and distribute the Products in the United States and its territories and possessions (the “Territory”);


 


d)
To use the existing designs of the Products and all intellectual property rights associated with or for such Products, including
all Trademarks and Patent rights, with the sale, promotion and distribution of the Products in the Territory, including the display
of any Trademarks, and all other designs or marks which could be or that are actually later registered with the Federal Patent
and Trademark Office, on LimitlessX vehicles and other merchandising equipment, and on stationery, packaging and other advertising
and promotional materials;


 




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e)
To use the existing domain names, web addresses, telephone lines, third-party vendors, and any other operational element currently
in use by Smilz that can be transferred to LimitlessX, subject to LimitlessX entering its own contract with such vendors upon
execution of this Agreement or thereafter per its discretion. Smilz retains the rights to continue its own use of these items
under existing or new contracts per its discretion, and to develop new products or brands separate and apart from those included
in this Agreement as set forth in Exhibit A. Should Smilz seek any help in marketing, manufacturing or distributing from any third
party, LimitlessX hereby has the right of first refusal to add the new products to the existing product line.


 


f)
To manufacture, promote, sell and distribute new products designed or created by LimitlessX that LimitlessX deems preferable to
sell under the Smilz name; and in such case, Smilz and LimitlessX shall negotiate in good faith to agree on a royalty commission
percentage or flat rate amount for the sale of new LimitlessX products using the Smilz the name.


 


2.
Term: Initial. This agreement and the license granted under the agreement shall be for a term of five (5) years commencing
on the Effective Date, subject to earlier termination as provided below and subject to the provisions of the following paragraph
providing for successive renewal terms for this Agreement.


 


3.
Renewal Term. This agreement shall automatically renew for consecutive five- year terms unless either party provides notice
of termination to the other party no later than six months prior to the end of the current term.


 


4.
Termination Rights. Notwithstanding any other provision, LimitlessX may terminate this Agreement for any reason without
notice upon the end of the initial term and LimitlessX may terminate this agreement upon providing a six-month notice to Smilz.
Smilz can only terminate prior to the end of the Term if such termination is “for cause” as further outlined hereinbelow.


 


5.
Intellectual Property Rights. This Agreement shall not be construed to give LimitlessX any vested right, title, or interest
in any of the Trademarks or copyrighted material of Smilz or Smilz’s licenses or assignments except to the extent and in
the manner, time, and places LimitlessX is authorized and permitted to use the Trademarks as provided in this Agreement.


 


6.
Sublicense by LimitlessX. If agreed upon by Smilz, which agreement shall not
be unreasonably withheld, LimitlessX may authorize Sublicensees to perform any of LimitlessX’s manufacturing, packing and
distribution obligations under this Agreement and grant to such Sublicensees such rights regarding the use of any trademarks or
logos or the Smilz name or other Smilz intellectual property rights associated with the Products as LimitlessX has been granted
by this Agreement. In such case, all Sublicensees shall be bound by this agreement concerning limitations on such Trademarks and
other rights.


 


7.
Manufacturing of Products. Smilz shall provide to LimitlessX all current design specifications for the Products. Smilz
grants to LimitlessX the right to enhance or redesign the Products using LimitlessX’s own knowledge and expertise in the
industry, and LimitlessX may manufacture, label, package and distribute the Products under the initial specifications and within
the enhanced or redesigned specifications completed by LimitlessX.




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LimitlessX will
maintain such raw materials and finished products inventories as it deems reasonably necessary to supply products for anticipated
sales. Smilz may approve any such enhancements or redesigned specifications, which approval shall not be unreasonably withheld
from LimitlessX. Current inventory will be transferred to LimitlessX as a contribution by Smilz in further consideration for the
terms herein.


 


8.
Quality Control. Smilz and its representative may during regular business hours
enter upon and examine the plants and other facilities where the Products are produced, packaged and stored, and to make any further
examination reasonably necessary to properly ascertain whether the Products comply with the initial specifications or such redesigned
specifications as approved by Smilz. Smilz may observe and examine all operating methods, quality control procedures, and production
and inventory records, relevant to the business conducted under this Agreement within regular business hours without interruption
of normal business functions.


 


9.
Compliance with Laws. The Products produced by LimitlessX shall be produced in
compliance with all federal, state and local laws, regulations and ordinances pertaining to their production.


 


10.
Sale & Distribution of Products. LimitlessX shall use diligent efforts to promote
the sale and distribution of the Products in the markets to which LimitlessX sells and distributes its LimitlessX products
and such other market territories as it may deem appropriate. To achieve increased sales of the Product, for the performance of
the distribution obligations, LimitlessX may employ persons or engage independent contractors or Sublicensees to warehouse, sell
and deliver the Products as LimitlessX may determine in its sole discretion.


 


11.
Royalty Commission.


 


a)
Effective beginning April 1, 2022, in order to give LimitlessX a trial period and complete quality control, LimitlessX shall pay
to Smilz from time to time royalty payments equal to 4.00% of the top line gross of List Sales Price, excluding returns, chargebacks
and other such allowances. List Sales Price shall mean the List Price set by LimitlessX for the Products sold directly to end
users or through a dealer, broker, affiliate, etc.


 


b)
All royalties shall be earned by Smilz when the purchase price for such products is received by LimitlessX. The royalties earned
by Smilz under this Agreement shall be based on this paragraph for all sales of products whether sold by a Dealer or LimitlessX
directly to the end customer by Smilz's promotional efforts.


 


c)
LimitlessX shall pay all earned royalties to Smilz on a monthly basis of each calendar year during the term of this Agreement,
however, no payment shall be due for 2 months following the April 1 effective date. The first royalty fee shall therefore be due
on June 15, 2022 for all back due royalties received for the months of April, 2022, and May 2022, if any, minus chargebacks and
returns, with each fee payable on the 15th day of each month moving forward, with June receivables being due July 15, July receivables
due August 15, and so on. Credit will be given the following month for any returns, chargebacks or refunds which come in after
the last day of the month and unaccounted for by the 15th. Each royalty payment to Smilz shall be accompanied by sales records
during the time covered by each such royalty payment.




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12.
Advertising and Promotion.


 


a)
LimitlessX shall be responsible for all advertising, sales and promotional materials for the Products; provided, however, that
Smilz agrees that Smilz will continue to promote the sale of the Smilz Products during trade shows and clinic demonstrations.


 


b)
Smilz agrees to use its best efforts to promote the sale of products at such shows and clinics with such minimum time and effort
as agreed upon between the parties from time to time with each party responsible for its advertising and promotion expenses.


 


c)
Smilz agrees that it will use its best efforts to retain the current athlete/celebrity endorsements and will encourage and, at
its discretion solicit additional endorsements of the Products. LimitlessX and Smilz shall negotiate in good faith during the
term of this agreement regarding promotional support of the Products by Smilz.


 


d)
In addition to the licensing rights stated above, Smilz agrees to provide a web page link from the Smilz home page to the LimitlessX
home page upon request by LimitlessX; and if requested by LimitlessX, Smilz will consent to a web page link from the LimitlessX
home page to the Smilz home page for promotion of the Products. Smilz agrees to maintain its web site for the promotion of the
Products and to provide current and relevant sales and marketing information for the Products.


 


13.
First Right of Refusal and Independent Valuation.


 


a)
LimitlessX shall have a first right of refusal with respect to the acquisition of any ownership interest of Smilz, including but
not limited to corporate stock, products, assets, intellectual property, etc. (“Smilz Interest). In the event that Smilz
receives an offer to purchase the Smilz Interest of Smilz and Smilz in its sole discretion determines to accept such offer, Smilz
will notify LimitlessX of such offer and the terms of such offer in writing within five (5) days of receipt of such offer and
determination to accept such offer. LimitlessX shall then have thirty (30) days to exercise its right of first refusal to purchase
the Smilz Interest at the same price and on the same terms as contained in such offer (the “Offer Terms”). In the
event that LimitlessX elects not to exercise its rights to purchase the Smilz Interests, Smilz may sell the Smilz Interests to
the offering party on the offer.


 


b)
LimitlessX and Smilz agree to perform a third-party independent valuation of Smilz in a reasonable time per the Parties’
discretion. The evaluation will be utilized to establish the current valuation of the company to establish a set purchase price
in the event LimitlessX wishes to make an offer to acquire Smilz. It is agreed that the independent valuation will be relied upon
to distribute any dividends or remuneration above and beyond any already existing valuation. Should Smilz create new products
or establish new relationships which materially effect its valuation, a new updated independent valuation will be performed prior
to any potential acquisition.


 


14.
Public Company Disclosure. In the event LimitlessX enters the public markets, Smilz hereby agrees and consents to the disclosure
of this Agreement as a “material contract” per SEC regulations. LimitlessX will use best efforts to keep any vendor
or third-party relationships confidential but Smilz consents to such contracts or relationships being disclosed if necessary to




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achieve LimitlessX’s
goal of going public. In the event Smilz is deemed to be a related party to LimitlessX, specifically as to Jaspreet Mathur’s
relationship with both entities, Smilz agrees and consents to cooperating with the SEC or any other agency in the public market
process. Mathur has abstained from any negotiation, review, or execution of this Agreement on behalf of LimitlessX due to his
status as officer/director of Smilz, delegating that duty to the undersigned.


 


15.
Business Records. LimitlessX shall maintain accurate and complete business records regarding its production, sale and distribution
of the Products. Such records shall be kept in such form as is customary in the health and wellness nutritional industries. LimitlessX
shall make the originals of such records (not including financial statements and records) available to Smilz or its agents during
regular business hours and shall send to Smilz, at Smilz’s expense, copies of any such records as Smilz may from time to
time reasonably request.


 


16.
Smilz Representations. The undersigned on behalf of Smilz and to bind himself individually and represents and warrants
he is the sole owner of Smilz and that Smilz is the exclusive owner and/or legal licensee of the design and other intellectual
property rights of the Smilz Products, including all Trademarks if any, and all goodwill associated therewith, free and clear
of all liens, encumbrances, security interests or rights of any other party subject to licensing agreements. There is no litigation,
claim or assessment pending or threatened against Smilz contesting their exclusive ownership/licensee status of all such design
and intellectual property rights and Trademarks. Smilz’s use of the Trademarks does not, and LimitlessX’s use of the
Trademarks as contemplated will not, infringe upon any other person's trademarks or proprietary rights of any nature. The execution
of this Agreement by Smilz and consummating the transactions contemplated does not conflict with or result in a default under
or breach of (i) any agreement, indenture, mortgage, contract or instrument to which the undersigned, as the owners of Smilz,
are bound or by which any of its properties or assets is subject; (ii) any order, writ, injunction, decree or judgment of any
court or governmental agency applicable to Smilz or to which any of its assets is bound; or (iii) any law or regulation applicable
to Smilz or by which any of its assets is bound.


 


17.
Insurance. LimitlessX shall maintain in full force and effect, for the benefit of itself and Smilz, general liability insurance
coverage on its operations, including broad form vendor's coverage and product liability insurance. The insurance shall be in
an amount of not less than $500,000.00 for each accident or occurrence and which shall
be satisfactory to Smilz. Upon written request of Smilz, LimitlessX shall furnish Smilz with a certificate of insurance evidencing
that it has such insurance coverage in force.


 


18.
Mutual Indemnification.


 


a)
LimitlessX. LimitlessX shall defend and hold Smilz harmless against and from all claims made against Smilz based upon,
arising out of, or related to, (1) the operation or condition of any part of any of the LimitlessX’s manufacturing plants,
(2) the redesign, manufacture, storage, warehousing, distribution or sale of the Products or any other products manufactured or
sold by LimitlessX including LimitlessX's other nutritional or wellness products or accessories, (3) LimitlessX’s conduct
of its business, (4) LimitlessX’s ownership or possession of property, and (5)
any negligent act, misfeasance or nonfeasance by LimitlessX or any of its agents, contractors, servants or employees, (6) including
attorney fees and costs of suit in connection therewith; provided, however, that upon LimitlessX's
notice to Smilz that LimitlessX has assumed the defense of any legal action or proceeding, LimitlessX shall not be liable
to Smilz for any legal or other




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expense subsequently
incurred by Smilz for the defense thereof. Smilz shall provide LimitlessX with prompt written notice upon receipt of any such
claim and Smilz shall not settle any such claim without LimitlessX’s prior knowledge and consent.


 


b)
Smilz. Smilz shall indemnify and hold LimitlessX harmless against and from all claims made against LimitlessX based upon,
arising out of, or related to, (1) defects in the existing design of the Products furnished by Smilz to LimitlessX, (2) the conduct
of Smilz’s business, (3) Smilz's ownership or possession of property, (4) any negligent act, misfeasance or nonfeasance
by Smilz or any of its agents, servants, or employees, (5) Smilz’s breach of any of its representations, warranties or covenants
made, and (6) all fees, costs and expenses, including without limitation, attorneys' fees incurred by or on behalf of LimitlessX
in the investigation of or defense against all the foregoing claims. However, upon notice to LimitlessX that Smilz has assumed
the defense of any legal action or proceeding, Smilz shall not be liable to LimitlessX for any legal or other expense subsequently
incurred by LimitlessX for the defense thereof. LimitlessX shall provide Smilz prompt notice of receipt of any such claim and
LimitlessX shall not settle any such claim without Smilz’s prior knowledge and consent.


 


19.
Assignment. This Agreement and LimitlessX’s rights and obligations hereunder shall not be transferred, assigned,
encumbered, pledged or hypothecated in full or in part, either voluntarily or by operation of law or otherwise, without Smilz’s
prior written consent unless otherwise provided for in this Agreement. Any attempted transfer, assignment, encumbrance, pledge
or hypothecation by LimitlessX without Smilz's prior written consent shall be null


and void and
shall have the effect of immediately terminating this Agreement.


 


20.
No Agency. Nothing in this Agreement shall be construed to create an agency relationship between LimitlessX and Smilz.
LimitlessX is an independent contractor.


Neither party
shall be liable for any debts, accounts, obligations or other liabilities or torts of the other party, or its agents or employees,
except as this Agreement may otherwise expressly provide.


 


21.
Default. If LimitlessX determines that Smilz has failed to perform any of its substantial obligations, LimitlessX may notify
Smilz in writing, specifying such failure and the section of this Agreement imposing the obligation, whereupon Smilz shall have
sixty (60) days within which to remedy the failure. If Smilz fails to remedy the failure, LimitlessX may give further notice to
Smilz terminating this Agreement effective as of the date stated in such further notice.


 


22.
Termination of Agreement - General Provisions. This Agreement shall terminate at the option of and upon written notice
by either party (who shall not be the party regarding whom the event has occurred) effective as of the occurrence of any of the
following events:


 


a)
The insolvency of either party; the voluntary filing by or, if not dismissed within sixty (60) days, the filing against either
party of a petition in bankruptcy or a petition for reorganization; any assignment by either party for the benefit of creditors;
the appointment of a receiver or a trustee for either party; or placing either party's assets in the hands of a trustee or receiver;
or


 


b)
The permanent discontinuance of all of either party's business for any Reason.




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23.
Termination of Agreement - Rights of Parties. The following shall occur upon the expiration or termination by either party
of this Agreement:


 


a)
All rights, licenses and privileges granted to LimitlessX under this Agreement shall immediately cease and terminate, except as
specifically preserved, extended or imposed by a provision of this Agreement;


 


b)
LimitlessX shall discontinue the use of such trademarks or marks as it used under this Agreement, and any items bearing such trademarks,
except that LimitlessX may sell its remaining finished product inventory of the Products for sixty (60) days.


 


c)
Any indebtedness of either party to the other not already due shall become immediately due as of the effective date of termination
of this Agreement for any reason. In no event shall either party be liable for any debts of the other party to its customers or
its other creditors, except as otherwise provided in this Agreement.


 


24.
Default; Definitions. Failure of either party to perform any of this Agreement by
any of the following shall not constitute an event of default or breach of this Agreement: strikes, picket lines, boycott
efforts, fires, floods, freezes, accidents, war (whether or not declared), revolution, riots, insurrections, acts of God, acts
of government (including without limitation any agency or department of the United States of America), acts of the public enemy,
scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or other causes reasonably
beyond the control of the defaulting party.


 


25.
Notices. Any demand, notice, or request provided for by this Agreement shall be in
writing, addressed to the party to whom notice is to be given or to whom a demand or request is to be made, and shall be made
by delivery by means of which the sender obtains a receipt of delivery from the carrier.


 


26.
Entire Agreement. This Agreement represents the entire agreement between Smilz and LimitlessX and supersedes all their
prior oral and written arrangements and agreements. This Agreement may not be modified or amended, except by a further written
instrument or by an amendment to this Agreement signed by each of the parties hereto.


 


27.
Non-Waiver. Any failure by either party hereto to exercise any of its rights shall
not be construed as a waiver of such rights, nor shall any such failure preclude exercise of such rights at any later time.


 


28.
Taxes. All taxes, excises, assessments, levies, imports, duties, costs, charges, and penalties, which may be assessed,
levied, demanded, or imposed by any governmental agency for this Agreement, shall be paid by the party upon which they are imposed
and shall be the sole obligation of such party.


 


29.
Heading References. Section headings are for convenience only and are not to be construed as part of this Agreement.


 


30.
Applicable Law. This Agreement shall be governed by and construed under the laws of the State of California.




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The
individuals signing this document represent that they have the authority to do so and to bind each Party to the terms of this
Agreement as of the date first referenced above.


 


LIMITLESS
X INC.


 


 


By:
/s/ Ken Haller


_______________________________________ 





Ken
Haller, President


 


 


SMILZ
INC.


 


 


By:
/s/ Jas Mathur


______________________________________


 


Jas
Mathur, CEO


 




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PRICING
ATTACHMENT A


 


List
Price Per SKU at time of Agreement, subject to changes in pricing to be reflected on monthly reports:


 





 


	GS1
 Company
                                         Prefix
	 	GTIN	 	GTIN-12
    (U.P.C.)	 	Product Description	 	SKU	 	Retail
    Pricing
	 	0850011597	 	 	 	00850011597347	 	 	 	850011597347	 	 	SMILZ Broad Spectrum CBD 
Gummies - 300MG	 	 	 
888-SMBS300GB30
	 	 	 
	 	0850011597	 	 	 	00850011597354	 	 	 	850011597354	 	 	SMILZ Full Spectrum CBD Softgels 
750MG - 30 Caps	 	 	 
888-SMFSSG750-30
	 	 	 
	 	0850011597	 	 	 	00850011597361	 	 	 	850011597361	 	 	SMILZ Sour Worms CBD Isolate 
Gummies - 750MG	 	 	 
888-SMSWISO750
	 	 	 
	 	0850011597	 	 	 	00850011597378	 	 	 	850011597378	 	 	SMILZ Sour Bears CBD Isolate 
Gummies - 750MG	 	 	 
888-SMSBISO750
	 	 	 
	 	0850011597	 	 	 	00850011597385	 	 	 	850011597385	 	 	SMILZ Neon Cubes CBD Isolate 
Gummies - 750MG	 	 	 
888-SMNCISO750
	 	 	 
	 	0850011597	 	 	 	00850011597392	 	 	 	850011597392	 	 	SMILZ Clear Worms CBD Isolate 
Gummies - 750MG	 	 	 
888-SMCWISO750
	 	 	 
	 	0850011597	 	 	 	00850011597408	 	 	 	850011597408	 	 	SMILZ Delta 8 Gummies - Cherry Cube 
- 400MG	 	 	 
888-SMD8CC400
	 	 	 
	 	0850011597	 	 	 	00850011597415	 	 	 	850011597415	 	 	SMILZ Delta 8 Gummies - Blueberry 
Cubes - 400MG	 	 	 
888-SMD8BC400
	 	 	 
	 	0850011597	 	 	 	00850011597422	 	 	 	850011597422	 	 	SMILZ Delta 8 Gummies - Apple Cubes 
- 400MG	 	 	 
888-SMD8AC400
	 	 	 
	 	0850011597	 	 	 	00850011597439	 	 	 	850011597439	 	 	SMILZ CBD Colombian Ground Coffee 
600MG - 25 Servings	 	 	 
888-SMISOCGC600-25
	 	 	 
	 	0850011597	 	 	 	00850011597446	 	 	 	850011597446	 	 	SMILZ CBD Full Spectrum Oil - 
1000MG	 	 	 
888-SMFSOIL1000