Exhibit 10.1


 


Amendment No. 1
to SHARE EXCHANGE AGREEMENT


 


This Amendment No.1 to Share
Exchange Agreement (this “Agreement”) is entered into as of August 2nd, 2022 (the “Effective Date”)
by and among Limitless X Holdings Inc., f/k/a Bio Lab Naturals, Inc., a Delaware corporation (the “Company”), on the
one hand, and Limitless X, Inc., a California corporation (the “LXI”), Jaspreet Mathur, an individual (“Mathur”),
and the shareholders listed below on the signature page (each an “LXI Shareholder” and collectively, the “LXI
Shareholders”), on the other hand. Each of the Company, Mathur, LXI and the LXI Shareholders generally may be referred to herein
as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, the Company is engaged
in the business of providing products and services in the health and wellness, beauty and skincare, and CBD industries;


 


WHEREAS, the Company, LXI,
Mathur and the LXI Shareholders entered into that certain Share Exchange Agreement dated as of May 11, 2022 (the “Share Exchange
Agreement”) pursuant to which, the Company sought to acquire all of LXI (the “LXI Acquisition”);


 


WHEREAS, the Company completed
and closed the LXI Acquisition on May 22, 2022 (the “Closing”);


 


WHEREAS, the LXI Shareholders were the beneficial and record owners of all of the issued and outstanding equity interests of LXI on
the date of Closing and were Parties to the Share Exchange Agreement;


 


WHEREAS, the board of directors
of the Company (the “Board”) has determined that it is in the best interests of the Company to amend the Share Exchange
Agreement as hereinbelow set forth;


 


WHEREAS, Mathur and the LXI
Shareholders concur in the determination of the Board and believe that it is in the best interests of the Company to amend the Share Exchange
Agreement as hereinbelow set forth;


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.1
Article III Amendment. Article III, Section 3.5 and Section 3.6 of the Share Exchange Agreement are hereby amended by removing
and deleting those sections in their entirety and those sections shall have no further force or effect whatsoever.


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned Parties have
executed this Agreement as of the date first above written.


 


	Jaspreet Mathur	 	“The Company”
	 	 	 
	/s/ Jaspreet Mathur	 	Limitless X Holdings Inc., f/k/a Bio Lab Naturals, Inc., 
	Jaspreet Mathur	 	a Delaware corporation
	 	 	 
	 	 	/s/ Kenneth W. Haller
	 	 	By:	Kenneth W. Haller
	 	 	Its:	President


 


	LXI Shareholders:	 	“LXI”
	 	 	 
	 /s/ Jaspreet Mathur	 	Limitless X, Inc.,
	Jaspreet Mathur	 	a California corporation
	 	 	 
	 /s/ Bharat Raj Mathur	 	/s/ Danielle Young
	Bharat Raj Mathur	 	By:	Danielle Young
	 	 	Its:	Chief Operating Officer
	/s/ Zachary Ersoff	 		
	Zachary Ersoff	 	 
	 	 	 
	/s/ Amanda Saccomanno	 	 
	Amanda Saccomanno	 	 
	 	 	 
	/s/ Georgios Markoglou	 	 
	Georgios Markoglou	 	 
	 	 	 
	/s/ Arshad Assafi	 	 
	
    Arshad Assafi

     
	 	 
	/s/ Rob Cucher	 	 
	Rob Cucher	 	 
	 	 	 
	/s/ Benjamin Chung	 	 
	Benjamin Chung	 	 
	 	 	 
	/s/ Aaron Grunfeld	 	 
	Aaron Grunfeld	 	 



 


	JDF Investment Company	 	 
	By: 	/s/ Sim Farar	 	 
	Sim Farar, Manager