Option Agreement dated November 15, 2016, between NuLife Sciences, Inc. and Fred G. Luke

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:

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).

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.

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.

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:

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.

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.

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.

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 ###-###-####

Facsimile: 1.

Email: ***@***

In the case of Advisor:

Fred G. Advisor

Telephone: 1 ###-###-#### Email: I ***@***

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.

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.

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.

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.