Parent Subsidiary Contribution Agreement dated December 13, 2024, by and between Mangoceuticals, Inc. and Mango & Peaches Corp

Exhibit 10.2

PARENT SUBSIDIARY CONTRIBUTION AGREEMENT

This Parent Subsidiary Contribution Agreement (this “Contribution Agreement”) dated December 13^th , 2024 and effective as of the Effective Time (as defined in Section 11), is entered into by and between Mangoceuticals, Inc., a Texas corporation (“Parent”), and Mango & Peaches Corp., a Texas corporation and wholly-owned subsidiary of Parent (“Subsidiary”).

WITNESSETH:

WHEREAS, the Parent was incorporated in the State of a Texas on October 7, 2021, with the intent of focusing on developing, marketing, and selling a variety of men’s wellness products and services via a telemedicine platform and to date, the Parent has identified men’s wellness telemedicine services and products as a growing sector in the most recent years and especially related to the areas of erectile dysfunction (“ED”), hair loss, testosterone replacement or enhancement therapies, and weight management treatments;

WHEREAS, to date the Parent has operated through itself and its wholly-owned subsidiaries;

WHEREAS, the Parent desires to transfer substantially all of its assets, including ownership of: (a) its 98% ownership of MangoRx Mexico S.A. de C.V., a Mexican Stock Company (“MangoRx Mex” and the “MangoRx Mex Shares”); and (b) its 100% ownership of MangoRx UK Limited, a company incorporated under the laws of the United Kingdom (“MangoRx UK”, and collectively with MangoRx Mex, the “MangoRx Subs”, and the “MangoRx UK Shares” and together with the MangoRx Mex Shares, the “MangoRx Subsidiaries Shares”) to Subsidiary, in order to restructure the ownership and operations of the Parent and better segregate such operations and liabilities; and

WHEREAS, Parent and Subsidiary are entering into this Agreement for the purpose of effecting a tax-free reorganization pursuant to which Parent is contributing to Subsidiary its assets (other than those assets and rights specified under this Agreement) and the ownership of the MangoRx Subs, in consideration of the issuance to Parent of shares of the common stock of Subsidiary.

NOW THEREFORE BE IT RESOLVED, on the terms and subject to the conditions set forth in this Agreement and in consideration of the mutual promises made herein, the receipt and sufficiency of which is hereby acknowledged, Parent and Subsidiary hereby agree as follows:

1.      Contribution of Substantially All Assets. In consideration of the issuance to Parent by Subsidiary of 4,999,999 shares of the common stock of Subsidiary (collectively, the “Subsidiary Shares”), Parent hereby contributes, sells, conveys, transfers, assigns and delivers to Subsidiary, free and clear of all liens and encumbrances whatsoever, to have and hold forever, and Subsidiary accepts from Parent, all of Parent’s right, title and interest in and to all the assets of Parent, whether tangible or intangible, real or personal, excluding solely those assets specified in Section 2 (the “Contributed Assets”). The Contributed Assets so contributed to Subsidiary shall include, without limitation, the following:

(a)       all shares of the capital stock of any entity held by Parent, including without limitation the MangoRx Subsidiaries Shares.

2.      Retention of Certain Assets. Parent shall retain the following assets:

(a)               Parent’s rights under this Agreement, including the right to receive and hold the Subsidiary Shares;

(b)               All cash and cash equivalents of Parent;

(c)               Parent’s real property leases and any associated security deposits;

(d)               All minute books, stock ledgers, and other governing documents and corporate records of Parent; and

(e)               Parent’s insurance policies, and any and all claims, counterclaims, choses in action, and other rights relating to or arising out of any and all current or future liabilities and obligations, known or unknown, of Parent, including, without limitation, all rights of contractual and common law indemnification in respect of such liabilities or obligations and all rights under the insurance policies of others in respect thereof.

3.1.            Assumed Liabilities. Subsidiary hereby assumes and agrees to pay when due solely the liabilities of the MangoRx Subs which are being acquired hereby; to pay, perform and discharge when due any and all liabilities and obligations of Parent arising out of or relating to the Contributed Assets (the “Assumed Liabilities”).

3.2.            Excluded Liabilities. The parties hereby agree that, except for the Assumed Liabilities, Subsidiary does not hereby assume, does not have any responsibility with respect to, and shall not be deemed to have assumed or have any liability with regard to, any other liabilities, obligations and duties of Parent of any kind whatsoever, whether or not accrued or fixed, absolute or contingent, or determined or determinable (the “Excluded Liabilities”). Parent shall remain and be solely and exclusively liable with regard to, and shall promptly pay and discharge when due, all Excluded Liabilities, and shall indemnify, defend and hold Subsidiary harmless against any and all demands, charges, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, liabilities, losses, fees and expenses resulting from, related to or arising out of any Excluded Liability.

4.1.   Subsidiary agrees to indemnify, defend and hold harmless Parent from and against any losses, liabilities, claims, demands, judgments, expenses (including legal fees and expenses), causes of action or suits (collectively, “Damages”) which may arise in connection with (i) any breach by Subsidiary of any covenant or agreement contained in this Agreement, or (ii) any third party claim related to the Contributed Assets or Assumed Liabilities arising following the Effective Date.

4.2.   Parent agrees to indemnify, defend and hold Subsidiary harmless from and against any and all Damages which may arise in connection with (i) any breach by Parent of any representation, warranty covenant or agreement contained in this Agreement, or (ii) any third party claim related to the Contributed Assets or Assumed Liabilities arising prior to the Effective Date.

13.  Effective Time. This Agreement and the contribution and assumption provided for herein shall be effective as of 5:00 p.m. Central Standard Time, December 15^th, 2024 (the “Effective Time”).

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In witness whereof, the undersigned have executed and delivered this Agreement as of the date first written above.