Binding Letter of Intent between the Company and PEMF Holdings, LLC, dated March 28, 2023

Exhibit 10.1

PEMF HOLDINGS, LLC

2302 Harpers Crossing

Langhorne, PA 19047

March 23, 2023

Alan Collier, CEO

Endonovo Therapeutics, Inc.

6320 Canoga Avenue, 15^th Floor

Woodland Hills, CA 91367

Subject: Purchase of SofPulse, Inc.

Dear Mr. Collier:

This Letter of Intent (“LOI”) is a firm commitment to purchase all the common shares of stock of SofPulse, Inc. (the “Company”), a Delaware corporation and a wholly owned subsidiary of Endonovo Therapeutics, Inc., a Delaware corporation (“ENDV”). Based on these agreed to terms the purchase the shares of the Company shall be completed with completion of and full execution of a Definitive Purchase Agreement. This document outlines the commitment by PEMF HOLDINGS, LLC., a Delaware limited liability company (“Buyer”) with respect to the purchase (“Transaction”) of all of the shares of the Company from ENDV which is also sometimes referred to as the “Seller” on the following terms:

1. Structure of Transaction.

The Buyer or its affiliated entity set up for the Transaction shall acquire all of the shares of the Company which at the time of the Closing will have, in general terms, the assets set forth herein including, but not limited to all, accounts receivable, inventory , machinery, equipment, cash, cash equivalents, loss carry forwards, marketable securities, engineering data, databases, systems, designs, computer hardware and software, records, work in process, contracts, contract backlog, intellectual property and know-how, company name, all brand names, operating and equipment leases, licenses, leasehold improvements, permits, franchises, Intellectual Property (such as, but not limited to patents, as listed in Exhibit A, and licensing agreements and all other intangible and all tangible property (except for real estate assets and profits (cash) not distributed etc.) (the “Business”). The list of assets provided in Exhibit A will be confirmed and, if necessary, be updated in the Definitive Agreement. The acquired Pulsed Electromagnetic Field (PEMF) technology is defined in Exhibit B.

The foregoing assumption of warranty, contract, employee obligations, and trade accounts payable contingent liabilities, state mandated requests or orders is expressly subject to results of Buyer’s due diligence with respect thereto. If, during due diligence, significant potential liability of Seller is discovered by Buyer, the parties agree to negotiate an appropriate amount of the purchase price (“Holdback Amount”) sufficient to protect the Buyer to be held in escrow for a period to be determined through due diligence.

All other liabilities of the Seller (contingent or otherwise) shall remain obligations of Seller.

2. Purchase Price. The agreed upon n purchase price for all the assets, described above is the valuation amount in US dollars in provided in the Fairness Valuation Report being developed by Ocean Tomo (expected range should between $50 and $100 million dollars) the senior notes with Eagle Equities (the “Senior Notes”), if they haven’t paid prior to Closing.

3. Payment of Purchase Price. The Purchase Price shall include:

5. Non-Compete Agreements. As a condition to the Closing of the Transaction, Sellers shall enter into usual and customary five (5) year non-compete agreements covering the United States and any other jurisdiction that Buyer finds during its due diligence that Seller either operates in or may operate in the future with respect to the Business.

6. Keymen and Other Arrangements.

A condition to the Closing of the Transaction is Buyer’s ability to enter into a one-year management consulting contract to provide transitionary services with Alan Collier providing for compensation of no less than $240,000. In addition, Collier shall have super voting preferred shares that allow him to control 51% of the vote in all matters voted on by shareholders which shares that will be canceled at the payment of the purchase price as delineated in Section 3. Such preferred shares shall remain outstanding until the cash portion of the purchase price has been delivered to ENDV and the securities issued by Buyer may be distributed to ENDV shareholders as marketable securities suitable for deposit at a securities broker and sale by them in market transactions.

Additionally, Buyer will identify certain current employees of the Business to be designated by the Buyer as “key” for similar positions on similar terms of employment and/or assume current agreements.

Buyer and Seller shall agree on timing and content of disclosure of the Transaction to employees of the Company.

7. Further Conditions to Closing. Closing of the Transaction is also subject to the following conditions:

8. Due Diligence. The Buyer’s willingness to proceed with this transaction is subject to completion of Due Diligence in form and substance satisfactory to Buyer in its sole and absolute discretion. Due Diligence may continue and be amended or expanded as Buyer sees as necessary through to the date of Closing of the Transaction and results of its confirmatory business, financial and legal due diligence. The Parties agree to cooperate with each other in a prompt and timely fashion in connection with the completion of the due diligence process. Seller shall permit representatives of the Buyer to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Seller, to all customers, suppliers, premises, properties, personnel, books, records, contracts and documents of or pertaining to Seller or the Business. Such representatives shall be permitted to make copies and extracts from such documents.

9. Conduct of Business. During the Due Diligence process and prior to Closing of the Transaction, Seller shall:

10. No Solicitation/No Shop. There will be a No Solicitation/No Shop requirement for 180 days past the signing of this agreement. Within said time period Buyer and Seller will act in good faith to negotiate and execute a definitive purchase agreement which shall contain among other items but not limited to the outstanding contingencies outlined in this Letter of Intent. For sake of clarity, A No Solicitation/No Shop requirement is defined as the Seller, nor shall the members, directors, officers, contractors, agents or representatives of the Company encourage, facilitate, solicit, authorize the solicitation of, or enter into any discussion with any third party (including the provision of any information to a third party) concerning any offer or possible offer from any such third party or enter into any agreement or understanding of any kind to purchase, lease, or otherwise acquire all or a substantial portion of the Assets, the business or any capital stock of the Seller until this Transaction is closed or this Agreement is terminated by either party.

PURCHASE AGREEMENT: The Definitive Purchase and Sale Agreement shall be drafted by Buyer’s attorneys.

11. Expenses. The Buyer and Sellers each shall be responsible for the payment of its own expenses and professional fees incurred in connection with the negotiation and consummation for the transaction described herein.

12. Confidentiality. No disclosure of the transaction terms described herein (other than to the advisors and consultants of the Buyer and Sellers) shall be made without the approval of both parties, except as required by law. The Buyer has the right to disclose details of the transaction in a press release. Prior to discloser, the Seller will have the right review and accept discloser, approval will not be unreasonably withheld.

13. Broker Fee. The Buyer and Seller acknowledge that each shall be solely responsible for any broker fees or expenses they incur.

14. Closing Date. Subject to Sellers’ performance of its obligations set forth in this letter and Buyer’s ability to undertake and complete such actions as are necessary to affect the Transactions contemplated by this letter, Buyer estimates to close the funding of the Transaction on or before September 27, 2023 subject to financing and regulatory requirements.

15. Miscellaneous.

The Definitive Agreement shall be construed under the laws of the State of California in the venue of the County of Los Angeles as such laws are applied to contracts executed, delivered and to be entirely performed within such jurisdiction. In case of a dispute the prevailing party shall be entitled to all of its reasonable legal fees and costs. All disputes shall be resolved through binding arbitration. The Definitive Agreement contains the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings (either oral or written) of the parties. No modification, amendment, supplement or waiver of any of the provisions of this Letter of Intent shall be effective unless in writing specifically referring hereto and executed by both parties.

If the above accurately sets forth your understanding of our mutual intentions, please so indicate by signing a copy of this letter of intent in the space provided below and returning it to the Buyer no later than March 28, 2023

EXHIBIT A

List of assets below:

EXHIBIT B

DESCRIPTION OF ACQUIRED TECHNOLOGY

Shortwave diathermy medical devices which apply to the body electromagnetic energy at a radio frequency (RF) of 27.12 MHz for the treatment of human medical conditions. The human non-medical shall be retained by Seller at Closing through an exclusive non-royalty bearing license.