Master Distribution Agreement dated January 30, 2025, between Propre Energie Inc, as supplier, and Mangoceuticals, Inc., as distributor

Exhibit 10.7

MASTER DISTRIBUTION AGREEMENT

This Master Distribution Agreement (“Agreement”) is made this 30^th day of January 2025 (the “Effective Date”), between Propre Energie Inc., a Quebec Corporation and a licensor of intellectual property that manufactures and produces various plant-based, non-retinol skin brightening products marketed and sold under the brand Dermytol® (“Supplier”, and Mangoceuticals, Inc., a Texas corporation (“Distributor”). Supplier and Distributor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, Distributor is the owner of a brand of men’s health and wellness pharmaceutical- based products manufactured and produced in a 3rd-party 503A pharmacy in the United States under the brand name “MangoRx”;

WHEREAS, Supplier holds the exclusive rights to certain intellectual property and patent specializing in clinically proven, plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol® and which products are defined in Exhibit A (collectively, the “Products”);

WHEREAS, Distributor’s products are backed by research showcasing their efficacy in promoting skin health and brightness without harmful side effects with a brief overview and description of the Patent attached hereto as Exhibit B (“Description of Patent”);

WHEREAS, Supplier and Distributor desire to enter into an exclusive arrangement to sell and distribute the Products in the specific markets and territories identified in Exhibit C (collectively, the “Market”), with a goal of expanding their capacities and market reach;

WHEREAS, Supplier desires to sell Products to Distributor for resale into the Market; and

WHEREAS, Distributor desires to sell the Products on the terms and conditions set forth in this Agreement, these Recitals being incorporated into and made a part of the Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants, promises, and agreements contained herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Appointment of Distributor. Supplier hereby appoints Distributor as the exclusive distributor of the Products to the Market in accordance with the terms and conditions of this Agreement. Distributor shall use commercially reasonable efforts to sell and promote the sale of the Products to the Market. Distributor may appoint sub-distributors in the Market at its own risk, expense, and supervision. Distributor warrants that any sub-distributor shall be subject to all standards, rules, regulations, and terms and conditions of this Agreement. Distributor will notify Supplier in writing of any sub-distributors it appoints. Supplier agrees not to circumvent Distributor’s exclusivity in any way, including but not limited to: (i) appointing any other person or entity as a Distributor of the Products in the Market; or (ii) offering the Products in its own market-facing brand or a different brand to the Market, except pursuant to a prior written agreement by the Parties entered into after the date of this Agreement. Supplier acknowledges and agrees that breach of the exclusivity rights granted hereunder would cause irreparable harm and damage to Distributor and that such damage may not be ascertainable in money damages and that as a result thereof Distributor would be entitled to seek from a court equitable or injunctive relief restraining any breach or future violation of the terms contained herein by Supplier without the necessity of proving actual damages and without posting any bond. Such right to equitable relief is in addition to whatever remedies Distributor may be entitled to as a matter of law or equity, including money damages.

2. Grant of License.

3. Prices and Terms. Distributor shall pay Supplier for the Products and performance of services hereunder as follows:

All payments shall be made in U.S. dollars as directed. The Parties shall be responsible for their own taxes of any kind or nature excluding taxes and fees incurred to deliver the Products to the end client, such as all VAT, sales taxes, use taxes, and charges of any kind imposed by any federal, state, or local government entity for Products or Services provided under this Agreement. Distributor shall have the right, upon reasonable notice, to conduct an inspection of the Products in order to confirm the requested Products are as purchased in accordance with the Purchase Order.

4. Terms and Conditions of Sales. All prices of the Products are FOB origin/Supplier. The Parties agree that Distributor will handle all billing and account receivables. Any applicable discounts or rebates are payments which are subject to the disclosure requirements as “discounts or other reductions in price” under the provisions of 42 U.S.C. § 1320a-7b(b)(3)(A). Accordingly, Distributor agrees that it will inform its End-Users who participate in federal and state health care programs and purchase the Products that they must submit claims or requests for payment in a manner reasonably calculated to give notice of the obligation to report discounts and to provide information upon request as set forth in 42 CFR § 1001.952(h)(1). Distributor also agrees that it will refrain from doing anything that would impede its End- Users’ ability to meet its obligations under 42 CFR § 1001.952(h).

5. Order Acceptance and Response Timeframe.

6. Term. The term of this Agreement shall continue for three (3) years from the Effective Date (“Initial Term”) unless sooner terminated in accordance with Section 18 herein. Upon the expiration of the Initial Term, this Agreement shall automatically be extended for three (3) additional one (1) year terms (each, a “Renewal Term;” the Initial Term and each Renewal Term shall be collectively referred to as the “Term”), unless either party gives written notice to terminate to the other party at least ninety days (90) days prior to the end of the Initial Term or any Renewal Term. If Distributor sells substantially all of its assets or a majority interest in the Distributor during the term of this Agreement, then Supplier shall have a right to terminate the Agreement effective immediately upon execution of such sale or change of control; however, in the event the Agreement is terminated in connection therewith, Supplier will continue to fulfill Distributor’s existing customer contracts for the sale of Products until those agreement(s) terminate with no further liability hereunder, except for such claims and obligations that arose prior to the date of termination.

7. Confidentiality. During the term of this Agreement, and for a period of two (2) years thereafter, each Party agrees to treat all proprietary non-public information pertaining to this Agreement and the relationship created thereunder, as confidential and will not disclose any information, written or oral, obtained as a result of this Agreement and the relationship created thereunder, to any third parties without the other Party’s prior written consent, except as authorized hereunder or required by applicable law or regulations.

8. Warranties and Representations of Supplier. Supplier represents warrants and covenants to Distributor as follows:

(a) Purchase for Own Account. The Shares to be issued to Supplier hereunder will be acquired for investment for Supplier’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and Supplier has no present intention of selling, granting any participation in, or otherwise distributing the same.

(b) Disclosure of Information.

(i) Supplier has received or has had full access to all the information Supplier considers necessary or appropriate to make an informed investment decision with respect to the Shares to be issued to Supplier hereunder. Supplier has had an opportunity to ask questions and receive answers from the Distributor regarding the Distributor and the Shares, and all such questions, if any, have been satisfactorily answered as of the date of this Agreement.

(ii) Without limiting or reducing in any way Section 8j(b)(i), above, the Supplier acknowledges that it (A) is aware of, has received and had an opportunity to review (x) the Distributor’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2024 (the “Annual Report”); and (y) Distributor’s current reports on Form 8-K and Quarterly Reports on Form 10-Q from January 1, 2024, to the date of this Agreement (which filings can be accessed by going to https://www.sec.gov/edgar/searchedgar/companysearch.html, typing “Mangoceuticals” in the “Name, ticker symbol, or CIK” field, and clicking the “Submit” button), in each case (x) through (z), including, but not limited to, the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of Distributor; and (B) is not relying on any oral representation of Distributor or any other person, nor any written representation or assurance from Distributor; in connection with Supplier’s acceptance of the Shares and investment decision in connection therewith.

(c) Illiquid Securities. Supplier realizes that the Shares cannot readily be sold as they will be restricted securities and therefore the Shares must not be accepted unless such Supplier has liquid assets sufficient to assure that holding such Shares indefinitely will cause no undue financial difficulties and such Supplier can provide for current needs and possible personal contingencies.

(d) Discussions with Advisors. Supplier has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Shares for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that the Shares are a suitable investment for it.

(e) No General Solicitation. Supplier has not become aware of and has not been offered the Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to such Supplier’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.

(f) No Registration Rights. Supplier confirms and acknowledges that Distributor is not under any obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares, and such Supplier is solely responsible for determining the status, in its hands, of the Shares acquired hereunder and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Shares.

(g) Investment Experience. Supplier understands that the acquisition of Shares involves substantial risk. Supplier acknowledges that Supplier can bear the economic risk of Supplier’s investment in the Shares, and has sufficient knowledge and experience in financial or business matters such that Supplier is capable of evaluating the merits and risks of this investment in the Shares and protecting its own interests in connection with this investment. Supplier hereby represents that it is an “accredited investor,” as such term is defined under Rule 501(a) of Regulation D promulgated under the Securities Act.

(h) Restricted Shares. Supplier understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from Distributor in a transaction not involving a public offering and that, under the Securities Act and applicable regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, Supplier represents that Supplier is familiar with Rule 144 as promulgated under the Securities Act and as presently in effect, and understands the resale limitations imposed thereby and by other applicable provisions of the Securities Act.

(i) Legend. Supplier acknowledges and understands that the certificates or book-entry statements evidencing the Shares will bear the legend set forth below:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

9. Warranties and Representations of Distributor. Distributor represents warrants and covenants to Supplier as follows:

10. Indemnification. Distributor shall defend, indemnify, and hold harmless Supplier against any and all liability, loss, damages, injuries, costs, and expenses, including reasonable legal expenses, of whatever nature in connection with any claim which might be asserted against Supplier resulting from breach of this Agreement by Distributor, or resulting from any representations and warranties regarding the Products made to any End-Users by Distributor which Supplier has neither made to Distributor in writing nor authorized Distributor in writing to make to any third party.

Supplier agrees to indemnify and hold harmless Distributor against:

(a) any and all liability, loss, damages, injuries, costs, and expenses, including reasonable legal expenses, of whatever nature in connection with any claim which might be asserted against Distributor resulting from breach of this Agreement by Supplier; and

(b) any and all liability, loss, damages, injuries, costs, and expenses, including reasonable legal expenses, of whatever nature arising out of any third-party claim for personal injury or death where a Product supplied under this Agreement, or the gross negligence or willful misconduct of Supplier, is alleged to have caused or contributed to the injury or death to such third party, but only to the extent such loss, damage, injury, cost, or expense is caused by the gross negligence or willful misconduct of Supplier.

The Parties agree that the indemnification provisions provided in this Section 10 shall survive the termination of this Agreement.

11. Support. Supplier agrees to provide reasonable consultation to Distributor in a timely fashion concerning technical aspects and use of the Products as needed by Distributor. Additionally, Supplier agrees to provide promotional and marketing support to Distributor in support of international sales, to include, but not be limited to, providing promotional videos and keynote speakers by physician and executive influencers.

12. Insurance. At all times during the term of the Agreement, each Party agrees to procure and maintain commercial general liability insurance, including products and contractual liability coverage, in such amounts as is normal and customary in the Market for Parties similarly situated. The Parties shall, upon written request, furnish a certificate of insurance evidencing the foregoing coverage and limits, stating that the insurer shall give the other Party thirty (30) days prior written notice of any cancellation or non-renewal in coverage. The obligations of this Section 12 shall survive the termination of this Agreement.

13. Disclaimer of Warranty. WITH EXCEPTION OF ANY MANUFACTURER’S WARRANTY AND EXCEPT AS SET FORTH IN SECTION 8, ABOVE, THE PARTIES DO NOT PROVIDE ANY WARRANTY FOR THE PRODUCTS OR ANY SERVICES DESCRIBED HEREIN, AND ALL PRODUCTS AND SERVICES OF THE PARTIES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT).

14. Limitation of Liability. NEITHER PARTY NOR ITS AFFILIATES AND LICENSORS SHALL HAVE ANY LIABILITY WITH RESPECT TO THIS AGREEMENT OR OTHERWISE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS AND LOSS OF PROFITS, BUSINESS INTERRUPTION, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Waiver and Delay. No waiver by either Party of any breach or series of breaches or defaults in performance by the other Party, and no failure, refusal, or neglect of either Party to exercise any right, power, or option given to it hereunder or to insist upon strict compliance with or performance of either Party’s obligations under this Agreement, shall constitute a waiver of the provisions of this Agreement with respect to any subsequent breach thereof or a waiver by either Party of its right at any time thereafter to require exact and strict compliance with the provisions thereof.

16. Intellectual Property Rights. Nothing in this Agreement shall be construed as giving the Distributor any license or right in trademarks, patents, designs, copyrights, or other intellectual property belonging to the Supplier, except in connection with the distribution of the Products.

17. Non-Solicitation Provision: Customers and Business Affiliations. During the Term of this Agreement, and for a period of two (2) years after termination of this Agreement, whether by lapse of time or otherwise, Supplier shall not solicit or call upon any End-Users or potential End-Users of Distributor for the purpose of brokering, soliciting, selling, or responding to any Request for Proposal or Request for Quote for any Products, other products, or services to that End-Users or prospective End- Users of Distributor within any and all territories in which Distributor regularly markets, solicits, sells, and provides products and services, or within any and all territories which Supplier has actual or constructive knowledge that Distributor intends to solicit, market, sell, or distribute its products and services.

18. Termination. Either Party shall have the right to terminate this Agreement immediately if the other Party has in any way materially breached this Agreement and failed to cure such breach within ninety (90) days of written notice thereof or becomes insolvent, provided that such Agreement must be terminated within thirty (30) days of such Party’s failure to cure such breach or insolvency. In the event of a material breach, in addition to the rights provided herein, each Party may take whatever additional actions as are available to such Party at law or in equity, and in connection with such actions, recover any and all damages to such Party for the non-breaching Party’s violation or breach of this Agreement. Upon termination in accordance with this Agreement by Supplier, Distributor agrees that Supplier will not be liable to Distributor for any compensation, damages, or other claims of any nature arising out of a termination, including, without limitation, claims based on expenditures or investments made by Distributor or goodwill created by Distributor. If for any reason this Agreement shall be terminated:

19. Miscellaneous.

Neither Supplier nor Distributor may assign this Agreement, in whole or in part, without the other Party’s prior written consent which consent shall not be unreasonably withheld or delayed. If any provision of this Agreement is declared null, void, or otherwise unenforceable, that provision will be deemed severed from this Agreement, and the remainder of this Agreement will remain enforceable. In the event that performance under this Agreement is or becomes unlawful or has a significant probability of causing either Party to be in violation of any state or federal law, as a result of any law, court decision or interpretation, rule or regulation, enacted, promulgated, decreed or rendered by any federal or state court or administrative agency, the Parties shall in good faith restructure the Agreement by mutual agreement to comply in all respects with the law, rule, regulation or interpretation or other directive, and the Parties shall thereafter be bound by the changes in the Agreement. To the maximum extent possible, any such amendment shall preserve the underlying economic and financial arrangements between the parties. If the Agreement cannot be modified in a manner to comply with the change of law, rule, regulation or interpretation, then this Agreement shall terminate under the provisions above.

20. This Agreement, including the exhibits hereto, represents the entire agreement between the Parties with respect to this subject matter and supersedes any previous or contemporaneous oral or written agreements regarding this subject matter; excludes any subsequent inconsistent or different terms and conditions asserted in any purchase order, form or other writing submitted by Distributor, for its convenience or otherwise; and may be amended or modified only by a written instrument signed by a duly authorized agent of each Party.

21. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together one and the same document.

22. All press releases, publicity, marketing or sales materials, or other materials developed by or on behalf of either Party that refer to this Agreement or use the name or trademark of the other Party shall be subject to prior review and approval by such other Party except that either Party shall have the right, subject to Section 7, to make accurate factual reference to the existence of a relationship with the other Party without specific authorization from the other Party and Distributor shall be authorized to disclose this Agreement and terms herein in its filings with the Securities and Exchange Commission.

23. Nothing in this Agreement, express or implied, will give to any person, other than the Parties and their permitted successors and/or assigns under this Agreement, any benefit or any legal or equitable right, remedy or claim under this Agreement.

24. Governing Law, Arbitration. This Agreement shall be governed by the laws of the state of Tennessee, USA. Parties agree that all disputes arising out of or concerning the terms of this Agreement will be subject solely to binding arbitration. The arbitrator selection and conduct of the arbitration will be pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The place of the arbitration shall be in Williamson County, Tennessee and judgment on the award may be entered in any court having jurisdiction thereof. If either Party believes it is necessary to undertake discovery on asserted statutory claims, such Party shall apply to the arbitrator(s) for rights to undertake discovery and the arbitrator shall allow discovery sufficient for either Party to adequately arbitrate, vindicate or defend the statutory claims, including access to essential documents and witnesses. At the conclusion of the arbitration, the arbitrator(s) shall issue a decision in writing setting forth the essential findings and conclusions, and this decision is subject to review, confirmation, correction or vacation. The prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorney’s fees, and all other related expenses incurred in such arbitration.

IN WITNESS WHEREOF, the parties have, by their duly authorized officers, executed this Agreement effective as of the date first written above.

EXHIBIT A LIST OF PRODUCTS

All current Dermytol® related products are still in the research and development phase. Upon completion of research and development, efficacy tasting, packaging and commercialization, Supplier will provide Distributor with full product names, descriptions, SKUs and Manufacturers Suggested Retail Pricing for each Product.

EXHIBIT B
DESCRIPTION OF PATENT

The patent EP4223279A1, titled “Methods of Skin Whitening by Use of Canola Extracts,” (the “Patent”) which discloses the compositions and methods for lightening skin using canola extracts rich in phenolic acids.

Key aspects of the patent include:

Overall, this Patent introduces a novel use of canola extracts in cosmetic formulations aimed at achieving skin whitening and treating hyperpigmentation, highlighting the benefits of phenolic acid-rich canola extracts over conventional agents.

EXHIBIT C
MARKET & TERRITORIES

During the Term, Distributor shall be authorized to exclusively market, sell and distribute the Products to the following markets:

1. North America, in its entirety

2. South America, in its entirety