Exhibit 10.9 


NON-STATUTORY OPTION AGREEMENT


 


 


THIS
NON-STATUTORY OPTION AGREEMENT ("Option") is entered into effective the 15th day of November 2016, by and between
Fred G. Luke, a natural person residing in Orange County California ("Optionee")
and NuLife Sciences Inc. Inc., a publicly held Nevada corporation (the "Company").


 


WHEREAS,
the Company and Optionee are parties to an Advisory Agreement effective July 15, 2016 (the "Advisory Agreement"); and,


 


WHEREAS,
in consideration for and as an inducement for Optionee entering into the Advisory Agreement, joining the Company as an officer,
and Optionee's efforts preceding the effective date of the Advisory Agreement, the
Company hereby agrees to grant to Optionee options to purchase shares of its $.001
par value common stock ("Common Stock").


 


NOW,
THEREFORE, for and in consideration of the mutual promises herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the terms and conditions
set forth below, Optionee and the Company agree as follows:


 


		1.	The Option



 


In
consideration for Optionee entering into the Advisory Agreement, the Company hereby agrees and
does grant to Optionee, to become effective and vest to Optionee upon execution hereof, the option
to acquire up to One Million Five Hundred Thousand (1,500,000) shares of the Company's Common Stock (the "Option Shares"),
issuable from the Company's Stock Plan (as defined in the Advisory Agreement).


 


		2.	Option Term and Exercise Price



 


		A.	Term of Option. Subject to the terms
of this Option, Optionee shall have the right to exercise the Option
in whole or in part, until the third (3rd) anniversary of the Company's execution
hereof. 



 


		B.	Exercise Price. The exercise price
per share of the Common Stock under this Option shall be not less
than One Hundred Ten percent (110%) of the ten (10) day lowest trailing average
closing Bid price of such shares on the date of the execution of the Option Agreement,
which is Fourteen cents ($.14) per shares, subject to adjustment hereunder (the "Exercise
Price"). 



 


		C.	Mechanics of Exercise. Exercise of
the purchase rights represented by this Option may be made, in whole
or in part during the Term of this Option by delivery to the Company of a
duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other
office or agency of the Company as it may designate by notice in writing to the
registered Optionee at the address of such Optionee appearing on the books of the Company);
and, within Three (3) Trading Days of the date said Notice of Exercise is delivered
to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire
transfer or cashier’s check drawn on a United States bank, or
by way of a "cashless exercise" as set forth in paragraph 2D below. Notwithstanding anything herein to the contrary,
the Optionee shall not be required to physically surrender this Option to the Company until the Optionee has purchased all of the
Option Shares available hereunder and the Option has been exercised in full, in which case, the Optionee shall surrender this Option
to the Company for cancellation within ten (10) Trading Days following
Optionee's receipt of the balance of the Option Shares so number of Option Shares available
hereunder shall have the effect of lowering the outstanding number of Option Shares purchasable
hereunder in an amount equal to the applicable number of Option Shares purchased.
The Optionee and the Company shall maintain records showing the number of Option Shares
purchased and the date of such purchases. 





    	 



    	 



    

The
Company shall deliver any objection to any Notice of Exercise Form within one (1) Business
Day of receipt of such notice. In the event of any dispute or discrepancy, the records of the Optionee shall be controlling
and determinative in the absence of manifest error. The Optionee and any assignee, by acceptance
of this Option, acknowledge and agree that, by reason of the provisions of this paragraph
2, following the purchase of a portion of the Option Shares hereunder, the number of
Option Shares available for purchase hereunder at any given time may be less than the
amount stated on the face hereof. 


 


		D.	Cashless Exercise. This Option may
also be exercised at such time by means of a "cashless exercise"
in which the Optionee shall be entitled to receive a certificate for the number
of Option Shares by (a) payment of the Exercise Price, as set forth in paragraph 2B. above, (b) by tendering to the Company that
number of shares of the Company's Common Stock either owned or due
to be issued to Optionee by the Company for Services rendered ("Advisors
Shares"), having a Fair Market Value equal to the Exercise Price of the
Option Shares then being purchased pursuant to this Option, or (c) voluntarily reducing the
number of Option Shares ("Surrendered Shares ") having a Fair Market Value equal to the
Exercise Price of the Option Shares then being purchased. Fair Market Value, for the purposes
of this Option shall be calculated by multiplying the Ten (10) day trailing average closing
Bid price for the Company's Common Stock times the number of Advisors Shares or
Surrendered Shares, as the case may be. 



 


		3.	Mechanics of Exercise



 


Exercise
of the purchase rights represented by this Option may be made, in whole or in part during the
Term of this Option by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form attached
hereto (or such other office or agency of the Company as it may designate by notice in writing
to the registered Optionee at the address of such Optionee appearing on the books
of the Company). Upon receipt of Optionee's Notice of Exercise the Company shall immediately
cause the delivery of the Option Shares, to be issued from the Stock Plan, so purchased to
Optionee, or in such name or names as Optionee may designate. In the event the Option is exercised
in respect of less than all of the Option Shares purchasable on such exercise at any time prior
to the date of expiration hereof, the remaining Option Shares shall continue to be subject to adjustment
as set forth herein; provided however, that within ten (10) Trading Days of the date said Notice
of Exercise is delivered to the Company, the Company shall have received payment of the aggregate
Exercise Price of the shares thereby purchased by wire transfer or cashier' s check drawn on
a United States bank, or by way of a "cashless exercise" as set forth in paragraph 2D. above.


 


Notwithstanding
anything herein to the contrary, the Optionee shall not be required to physically surrender this Option to the Company until
the Optionee has purchased all of the Option Shares available hereunder and the Option has been exercised in full, in which case,
the Optionee shall surrender this Option to the Company for cancellation within ten (10)
Trading Days following Optionees's receipt of the balance of the Option Shares so
exercised. Partial exercises of this Option resulting in purchases of a portion of
the total number of Option Shares available hereunder shall have the effect of lowering
the outstanding number of Option Shares purchasable hereunder in an amount equal to
the applicable number of Option Shares purchased. The Optionee and the Company shall maintain records showing the number
of Option Shares purchased and the date of such purchases. The Company shall deliver any
objection to any Notice of Exercise Form within one (1) Business Day of receipt of
such notice. In the event of any dispute or discrepancy, the records of the Optionee
shall be controlling and determinative in the absence of manifest error. The Optionee and any assignee, by acceptance of this Option,
acknowledge and agree that , by reason of the provisions of paragraph 2 or 3, following the purchase of a portion of the Option
Shares hereunder, the number of Option Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.




    	 



    	 



    

 


		4.	Adjustment of Option Shares 



 


The number of Option Shares purchasable
pursuant to this Option shall be subject to adjustment from time to time upon the happening of certain events, as follows:


 


		A.	Adjustment for Recapitalization. In the event the Company shall (a)
subdivide its outstanding shares of Common Stock, or (b) issue or convert by a reclassification or recapitalization of its shares
of Common Stock into, for, or with other securities (a "Recapitalization"), the number of Option Shares purchasable hereunder
immediately following such Recapitalization shall be adjusted so that Optionee shall be entitled to receive the kind and number
of Option Shares or other securities of the Company measured as a percentage of the current issued and outstanding shares of Company's
Common Stock as of the date hereof, which it would have been entitled to receive had such Option been exercised immediately prior
to the happening of such event or any record date with respect thereto; provided however that, notwithstanding anything in this
Option or the Advisory Agreement to the contrary, the number of Option Shares shall not be reduced or affected in any way as a
result of a reverse stock split either by a reduction of the number of Option Shares or an increase in the Option Price (the "Repricing"),
unless such Repricing is mutually agreed upon in writing between Optionee and the Company prior to any adjustment.



 


		B.	Preservation of Purchase Rights Under Consolidation. Subject
to paragraph 4A. above, in case of any Recapitalization or any other consolidation of the Company with or merger of the Company
into another corporation, or in case of any sale or conveyance to another third party (a "successor") of the property
of the Company, in its entirety or substantially in its entirety, the Company shall, prior to the Closing of such transaction,
cause such successor or purchasing party, to acknowledge and assume in writing responsibility for the Company's obligations hereunder,
and to grant Optionee the right thereafter upon payment of the Option Price to purchase the kind and the greater of (a) the number
of Option Shares as stated here, or (b) an equivalent percentage of successor's shares as the Option Shares now represent to the
Company's total shares issued and outstanding or other securities and property of the successor, which Optionee would have been
entitled to receive after the happening of such consolidation, merger, sale or conveyance. The provisions of this paragraph shall
similarly apply to successive consolidations, mergers, sales or conveyances.



 


		C.	Notice of Adjustment. Whenever the number of Option Shares
purchasable hereunder is adjusted, as herein provided, the Company shall mail by first
class mail, postage prepaid, to Optionee notice of such adjustment or adjustments, and shall deliver to Optionee setting forth
the adjusted number of Option Shares purchasable and a brief statement of the facts requiring such adjustment, including the computation
by which such adjustment was made.



 


		5.	Assignment 



 


The rights represented by this Option
may only be assigned or transferred by Optionee to an affiliate or retirement plan, or to a trust if affected as the result of
estate planning. For the purpose of this Option, the term "affiliate" shall be defined as a family member or an enterprise
that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control of Optionee;
otherwise, this Option and the rights hereunder shall not be assigned. Any attempted levy against this Option or the Option Shares,
or the proceeds therefrom, shall void this Option in its entirety.




    	 



    	 



    

 


		6.	Registration of Option Shares 



 


Provided the Company is eligible
to file a Registration Statement on Form S-8 or another applicable registration statement, then no later than ten (10) days following
the date hereof as to the Option Shares, and as to an anticipated event giving rise to the obligation by the Company to issue Optionee,
serving as the Company's Advisor, Director or Executive Officer, shares of the Company's Common Stock comprising such fee shall
be registered by the Company with the Securities and Exchange Commission under the applicable registration statement, and the Company
shall cause such registration statement to remain effective at all times while Optionee has the right to purchase Option Shares.


 


At Optionee 's election, all or any
portion of the Option Shares may be issued prior to registration in reliance on exemptions from registration provided by Section
4(2) of the Securities Act of 1933, as amended (the "'Act"), Regulation D of the Act, and applicable state securities
laws.


 


Failing file an applicable registration
statement to register the Option Shares and any other shares due to Advisor or its designee(s), the Term of this Option shall be
tolled as to those Option Shares not exercised by Optionee, until the Company becomes effects a registration of the Option Shares,
or the remaining balance of such shares in the event Optionee has elected to purchase, and has received a portion but not all of
the Option Shares without an effective registration statement.


 


		7.	Further Documentation 



 


Each party hereto agrees to execute
such additional instruments and take such action as may be reasonably requested by the other party to affect the transaction, or
otherwise to carry out the intent and purposes of this Option.


 


		8.	Notices 



 


All notices and other communications
hereunder shall be in writing and shall be sent by prepaid first class mail to the parties at the following addresses, as amended
by the parties with written notice to the other:


 


In the case of the Company:


Smoofi, Inc


Attn: CEO


1031 Calle Recodo Ste B


San Clemente CA 92673


Telephone: 1.949.973.0684


Facsimile: 1.


Email: info@nulifesciences.com


 


In the case of Advisor:


Fred G. Advisor


 


 


Telephone: 1.949.400.1415
Email: I uke.gmai@gmail.com


 


		9.	Governing Law



 


This Option was negotiated, and shall be governed
by the laws of California notwithstanding any conflict-of-law provision to the contrary.




    	 



    	 



    

 


This Option sets forth the entire understanding as to Optionee's
rights to purchase shares of the Company's Common Stock, and no other prior written oral
statement or agreement related to Optionee's right as to the Option Shares shall be
recognized or enforced, save and except the Advisory Agreement.


 


		10.	Severability



 


If a court of competent jurisdiction
determines that any clause or provision of this Option is invalid, illegal or unenforceable,
the other clauses and provisions of the Option shall remain in full force and effect
and the clauses and provisions which are determined to be void, illegal or unenforceable shall
be limited, so that they shall remain in effect to the extent permissible by law.


 


		11.	Headings



 


The section and subsection headings
in this Option are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Option.


 


		12.	Counterparts



 


This Option may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. A facsimile, telecopy or other reproduction
of this instrument may be executed by one or more parties hereto and such executed
copy may be delivered by facsimile or similar instantaneous electronic transmission device pursuant to which the signature
of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, all parties agree to execute an original of this instrument as well as any facsimile,
telecopy or other reproduction hereof.


 


IN WITNESS WHEREOF, the parties have
executed this Option the day and year first written above.


 


“Optionee”


 


__________________________


Fred G. Luke


a natural person


 


The “Company”


NuLife Sciences Inc.


a Nevada corporation


 


By __________________________


Name:


Title:




    	 



    	 



    

NOTICE OF EXERCISE


 


TO:NuLife Sciences
Inc.


 


(1)              
The undersigned hereby elects to purchase _____________________________ (______________) Option
Shares of the Company pursuant to the terms of the attached Option (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.



(2)              
Payment shall take the form of (check applicable box): 


[ ] in lawful money of the United States;
or


[ ] [if permitted] the cancellation
of such number of Option Shares as is necessary, in accordance with the terms set forth in subsection 2D., to exercise this Option
with respect to the maximum number of Option Shares purchasable pursuant to the cashless exercise procedure set forth in subsection
2D.


(3)              
Please issue the Option Shares to the following: (__) DWAC Account Number as follows, or (__)
by physical delivery of a certificate or certificates to the following address: 


______________________________


______________________________


_______________________________


_______________________________


 


(4)              
Accredited Investor. The undersigned is an "accredited investor" as defined
in Regulation D promulgated under the Securities Act of 1933, as amended.


 


[SIGNATURE OF OPTIONEE]


 


Name of Investing Entity: __________________________________________________________


 


Signature of Authorized Signatory of Investing Entity:



________________________________________________________________________________________


 


Name of Authorized Signatory: ______________________________________________________


 


Title of Authorized Signatory: _______________________________________________________


 


Date: _______________________, ___________


 


 


 


 




    	 



    	 



    

ASSIGNMENT FORM


 


(To assign
the foregoing Option, execute this form and supply required information. Do not use this form to exercise the Option )


 


 


FOR VALUE RECEIVED,
the undersigned, holder of the Option Agreement between the undersigned and Smoofi Inc. dated
_______________________, 201_, hereby assigns all, or that portion of the Option, and all rights evidenced thereby, representing
________________________(__________________) Option Shares (as defined in the Option) , to:


________________________________________________________________________________________


 


whose address is:


 


______________________________________________________________________________________


 


Optionee's Signature: ___________________________________


 


Optionee's Address: ______________________________________


 


______________________________________


 


______________________________________


 


 


 


 


 


 


Signature Guaranteed: ___________________________________


 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the
face of the Option, without alteration or enlargement or any change whatsoever, and must be guaranteed
by a bank or trust company. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign the foregoing Option.