Settlement Agreement dated August 9, 2021

Exhibit 10.04

SETTLEMENT AGREEMENT AND RELEASE

THIS SETTLEMENT AGREEMENT AND RELEASE (the “Settlement Agreement”), is made and entered into as of this 9th day of August 2021 by and between: (i) FORTIFIED MANAGEMENT GROUP, LLC (“Fortified”) and JODY R. SAMUELS (“Samuels”) on the one hand; and CURATIVE BIOTECHNOLOGY, INC. f/k/a CONNECTYX TECHNOLOGIES HOLDINGS GROUP, INC., on the other hand (“Curative” and together with Fortified and Samuels, the “Parties”).

RECITALS

WHEREAS, on May 4, 2021, Fortified and Samuels sued Curative via the suit styled Fortified Management Group, LLC and Jody R. Samuels v. Curative Biotechnology, Inc. f/k/a Connectyx Technologies Holdings Group, Inc., Case No. 502021CA005665XXXXMB pending in the Circuit Court of The Fifteenth Judicial Circuit, In And For Miami-Dade County, Florida (the “Lawsuit”); and

WHEREAS, although none of the Parties admit to liability or fault, all are amenable to resolving the disputes related to the Lawsuit.

NOW, THEREFORE, in consideration of the foregoing promises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows:

The Settlement Shares are “restricted securities” as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”) and all certificates evidencing the Settlement Shares shall bear the following legend:

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THE TRANSFER OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINON OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

(ii) Piggyback Registrations.

(a) Piggyback Registrations. Curative will notify Fortified and Samuels (each a “Holder” and together the “Holders”) in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of Curative (including, but not limited to, registration statements relating to secondary offerings of securities of Curative and selling securityholder resale registration statement, but excluding a Registration Statement on Form S-4 or S-8 or any successor form) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Settlement Shares (also referenced herein as the “Registrable Securities”) then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder will, within twenty (20) days after receipt of the above- described notice from Curative, so notify Curative in writing, and in such notice will inform Curative of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by Curative, such Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by Curative with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b) Underwriting. If a registration statement under which Curative gives notice under this Section 7(ii) is for an underwritten offering, then Curative will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 7(ii) will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting will be allocated, first, to Curative, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Curative and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(c) Expenses. All expenses incurred in connection with a registration pursuant to this Section 7(ii) (excluding underwriters’ and brokers’ discounts and commissions), including, without limitation all federal and “blue sky” registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Curative and the reasonable fees and disbursements of one (1) counsel for the selling Holder or Holders will be borne by Curative.

(iii) Obligations of Curative. Whenever required to effect the registration of any Registrable Securities under this Agreement, Curative will, as expeditiously as reasonably possible:

(a) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration;

(b) Use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as will be reasonably requested by the Holders, provided Curative will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(c) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering (it being understood and agreed, as a condition to Curative’s obligations under this clause (e), each Holder participating in such underwriting will also enter into and perform its obligations under such an agreement);

(d) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and

(e) Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing Curative for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of Curative, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

(iv) Furnish Information. It will be a condition precedent to the obligations of Curative to take any action pursuant to Section 7(ii) hereof that the selling Holders will furnish to Curative such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as will be required to timely effect the registration of their Registrable Securities.

(v) Expiration. Notwithstanding anything contained herein, the Holders’ rights under this Section 7(ii), (iii), and (iv) shall terminate and shall be of no further force and effect on the date the Registerable Securities are available for resale pursuant to an exemption from registration under the Securities Act.

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as evidenced by the Parties’ signature pages, which follow forthwith. 

[SIGNATURE PAGES IMMEDIATELY FOLLOW]

Jody Signature P…

FORTIFll:0 MANAGEMENT GROUP, LLC
Signature:			Date:	August 19 2021
Name:	Thomas Scipione
Title:	President
JODY R. SAMUELS
Signature:			Date:	August 19 2021

CURATIVE BIOTECHNOLOGY, INC. f/k/a CONNECTYX TECHNOLOGIES HOLDINGS GROUP, INC.

AGREED AND ACKNOWLEDGED:
RENNERT VOGEL MANDLER & RODRIGUEZ, P.A.
Signature:			Date:	August 9, 2021
Name:	Thomas S. Ward, Esg.
MARK MIGDAL & HAYDEN, P.A.
Signature:			Date:	August 9, 2021
Name:	Yaniv Adar, Esq.

AGREED AND ACKNOWLEDGED:
RENNERT VOGEL MANDLER & RODRIGUEZ, P.A.
Signature:			Date:	August 9, 2021
Name:	Thomas S. Ward, Esq.
MARK MIGDAL & HAYDEN, P.A.
Signature:			Date:	August 9, 2021
Name:	Yaniv Adar, Esq.