EXHIBIT
10.9


 


PROMISSORY
NOTE


 


	$550,000.00	 	Los Angeles, California
	12-Month Note	 	Effective Date: May 8, 2022


 


1.                 
MAKER'S PROMISE TO PAY


 


For value
received, specifically a loan to cover multiple invoices, Limitless X Inc. (referred to as “Maker”), promises to pay
to the order of “Jaspreet Mathur”, including his agents, officers, successors, and assigns (collectively referred to
as the “Holder”), at 9454 Wilshire Blvd., Suite 300, Beverly Hills, CA 90212, or at such other address as the Holder
hereof may from time to time in writing designate, at the times specified below, in lawful money of the United States of America,
the principal sum of Five Hundred Fifty Thousand Dollars ($550,000) together with interest at the rate of six percent (6.0%) per
annum thereon for a term of 12 months.


 


 


2.                 
PAYMENTS


 


Maker will
pay to Holder monthly installments of principal and interest payments, beginning on June 1, 2022, and will continue on the first
date of each consecutive month, until the Note is paid in full (and unless modified by Holder at his discretion), as follows:


 


	
        $47,336.54

        Monthly Payment
	
        $568,038.00

        Total of 12 Payments

	 	 
	
        $18,038.00

        Total Interest Paid –
        12 months
	
        May, 2023

        Pay-off Date



 


3.                 
DEFAULT


 


Upon the
occurrence of any of the following “Events of Default”, at the option of the Holder, all sums of principal and interest
on this Note shall be immediately due and payable, without presentment, protest, notice of protest, notice of nonpayment or dishonor,
or other notices or demands of any kind whatsoever, all of which are hereby expressly waived by Maker:


(a) failure of Maker to pay any
installment when due under this Note, which failure is not cured within five (5) business days from receipt by Maker of a written
or verbal notice from Holder, including via email; (b) filing by or against the Maker of a petition in bankruptcy or for relief
under any bankruptcy or similar laws or for a receiver for Maker or any property thereof; or (c) attachment, seizure, foreclosure
or sequestration of or with respect to any property of the Maker.


 


Upon any
demand or Event of Default, Maker shall pay to Holder all costs and expenses of collection, including, without limitation, reasonable
attorneys’ fees and legal costs incurred or paid by Holder on account of such collection, whether or not suit is instituted.
Failure by the Holder hereof to declare a default shall not constitute a waiver of any subsequent default. Acceptance of payment
in arrears shall not waive or affect the right to accelerate this Note.




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After
acceleration of the indebtedness evidenced by this Note, such indebtedness shall continue to bear interest at the rate set forth
herein. All remedies of Holder under this Note are cumulative and in addition to any other remedies provided for by law or in equity,
and may otherwise to the extent permitted by law, be exercised separately and the exercise of any one remedy shall not be deemed
to be an election of such remedy only, to the exclusion of all others.


 


		4.	NOTICE



 


Any notice,
demand or other communication under this Note shall be in writing and shall be deemed to have been given on the date of service,
if served personally on the party to whom notice is to be given, or upon receipt if mailed to the party to whom notice is to be
given, by first class mail, registered, return receipt requested, postage prepaid and addressed to 9454 Wilshire Blvd., Suite 300,
Beverly Hills, CA 90212, with a copy emailed to Limitless X Inc. legal counsel Rob Cucher at cucherlaw@msn.com.


 


Holder or
Maker may change its address for purposes of this paragraph by giving the other party written notice of the new address in the
manner set forth in this paragraph.


 


		5.	MISCELLANEOUS PROVISIONS



 


Time is of the essence of all of the
obligations of Maker under this Note.


 


This
Note will be considered to have been executed and delivered, and to be performed in Los Angeles County, California for all purposes
including jurisdiction and venue of any proceedings to enforce the Agreement. Each Party waives any argument based on forum non
conveniens or similar provisions of law relating to the place of trial. This Note shall be interpreted under California law, without
regard to California law regarding choice of law or conflicts of laws.


 


The undersigned
expressly agrees that this Note or any payment under this Note may be extended by the Holder from time to time without in any way
affecting the liability of the undersigned hereunder.


 


If any provision
or any word, term, clause, or part of any provision of this Note shall be invalid for any reason, the same shall be ineffective,
but the remainder of this Note and of the provision shall not be affected and shall remain in full force and effect. To the extent
that any term of this Note conflicts with any law, the conflicting term shall be limited only to the extent necessary to comply
with said law.


 


Any
of the terms or conditions of this Note may be waived by the Holder in writing, but no such waiver shall affect or impair the rights
of the Holder to require observance, performance, or satisfaction, either of that term or condition as it applies on a subsequent
occasion or of any other term or condition of this Note.


 


This Note
shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, and successors in interest of
the parties hereto. Maker may not assign the obligations created herein. Holder may assign this Note.




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No modification,
amendment, or waiver of any provisions of this Note shall be binding upon any party unless made in writing and signed by that party
or by a duly authorized officer or agent that that party. Each party has had the opportunity to consult and/or has consulted with
legal counsel prior to executing this Note.


 


Maker may prepay principal at any time, and
from time to time, without penalty.


	Holder:	 	Maker:
	 	 	 
	 	 	 
	By: /s/ Jaspreet Mathur	 	/s/ Ken Haller
	Jaspreet Mathur	 	
        Limitless X Inc.

        By: Ken Haller, President



 






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