Second Revenue Share Agreement, dated as of September 12, 2022, by and between the registrant and Green Dynamics, LLC

Exhibit 10.2

NUTRALIFE BIOSCIENCES REVENUE SHARE AGREEMENT

This Nutralife Biosciences Agreement (the “Agreement”) is entered into and effective as of September 12th, 2022 (the “Effective Date”) by and between Nutralife Biosciences, Inc., a Florida corporation, with an address at 6601 Lyons Rd. L-6, Coconut Creek, FL 33073 (“NLBS”), and Green Dynamics, LLC a Florida limited liability Corporation, with an address at 7050 west Palmetto Park Rd. Suite 510 Boca Raton FL. 33431 (“Investor”). Capitalized words used but not otherwise defined at first use shall have the meanings set forth in Section 1 below.

1. RECITALS

WHEREAS, NLBS is in the business of managing, distributing, marketing and selling various products, including cannabis-based ingestible products, and merchandise, as further defined below; and

WHEREAS Investor desires to obtain a stream of revenue from the sale of products and merchandise NLBS is selling or helping sell; and

WHEREAS NLBS and Investor (each a “Party” and together, the “Parties”), having concluded negotiations through experienced business and legal counselors, desire to enter into this Agreement; and

WHEREAS, the Parties are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Definitions.

(a) “Confidential Information” means any information disclosed by either party to the other party which is designated as “Confidential,” “Proprietary,” or similar designation.

(b) “Payment Dispute Period” means the period of time beginning on the day a Rev Share payment is received by the Investor from NLBS and ending thirty (30) days thereafter.

2. Investor Payment.

(a) Subject to the terms of this Agreement, Investor shall make a non-refundable, lump-sum payment in cash or immediately available funds in the amount set forth on this Agreement’s Summary Sheet under the heading “Investment Summary” and sub-heading “Amount Invested.” This payment is hereafter referenced as this “Investment.”

(b) The Investment shall be tendered to NLBS via check or bank wire deposit, using the deposit advice attached as Exhibit A.

3. Use of Investment Funds.

(a) NLBS is an authorized, non-exclusive representative of Cookies Retail Products, LLC, a Florida limited liability company (“CRP”) which is the exclusive licensee of certain intellectual property of Cookies Creative Consulting & Productions LLC. This intellectual property pertains to the marketing, packaging, production, sale, and know-how of products made from cannabis or cannabis ingredients, used in connection with the consumption or smoking of cannabis or cannabis ingredients, and lifestyle and entertainment-related merchandise and products, including clothing.

(b) NLBS shall manage, distribute, market, and/or sell cannabis-based products and related merchandise as authorized from time to time by CRP. Presently, such products include ingestible products containing HHC, CBD, CBG, CBN, Delta-8, Delta-10, Full Spectrum, and THC-O.

(c) NLBS distribution of products shall be limited to the United States and may include direct-to-consumer sales, as well as product sales through retail outlets, including, without limitations, tobacco and vape shops, liquor stores, hotels, convenience stores, and gas stations.

(d) The Investment will be used by NLBS to fund its own operations, including those needed to perform its obligations and duties under its business terms and conditions with CRP.

4. Investor’s Revenue Share.

(a) In consideration for the Investment, Investor is entitled to a percentage of the revenue periodically collected by NLBS, as detailed herein (and referenced hereafter as the “Rev Share”).

(a) Investor is entitled to the percentage of revenue set forth on the Agreement’s Summary Sheet under the heading “Investment Summary” and sub-heading “Investor’s Revenue Share,” every period that is written under the heading “Investment Summary” and sub-heading “Period of Payment”; provided, however, that until Investor collects $500,000.00 or more during the quarter ending, Investor shall be entitled to 2.5% Investor’s Rev Share instead of 1.25% Investor’s Rev Share. After Investor collects $500,000.00 by the quarter ending under the Agreement, Investor’s Rev Share shall revert to 1.25%. Parties acknowledge first money received by GD from NLBS shall be deemed and acknowledge tas the return on investment and not profit.

(b) NLBS shall tender payment to Investor within fifteen (15) days after the end of each period for which the Rev Share is owed, using the payment advice provided by Investor at Exhibit B. Payments under this Agreement shall be made in U.S. Dollars. NLBS’s determination of Rev Share owed shall be the only and definitive measure of payments owed to the Investor under this Agreement. In the event of a dispute regarding payments owed under this Agreement, Investor shall engage in good faith negotiations with NLBS in an attempt to resolve the dispute. Payments shall be made to Investor via a payment method offered by NLBS. Investor is responsible for providing and maintaining accurate and current contact information with NLBS including, but not limited to, payment account and tax-related information. Any banking fees, wire fees, and/or other transaction costs in connection with the Rev Share payments shall be the sole responsibility of Investor.

(c) Each Rev Share payment shall be accompanied by a report in reasonable form, reflecting income, expenses, credits, and deductions over the period. Notwithstanding anything in this Agreement to the contrary, NLBS shall have the right to adjust payments due to: (i) bad or uncollectable debt, (ii) non-payment or disputed payments with third parties, (iii) credits due to poor product quality, goodwill credits, promotional credits, rebates, and chargebacks, or (iv) invalid activity, as determined by NLBS in its sole discretion (which shall include, but not be limited to, (1) fraudulent or invalid sales or reported sales, sales of counterfeit or unauthorized products, or other false representation). NLBS may withhold, chargeback, or keep all or a portion of any Rev Share payment to Investor to offset any portion of any Rev Share payment previously tendered to Investor in respect of any matter under this Section.

(d) Investor shall notify NLBS in writing within the Payment Dispute Period if Investor has any dispute relating to any Rev Share payment. Failure to notify NLBS of a dispute relating to a Rev Share payment before the end of the Payment Dispute Period shall result in a waiver by Investor of any claim relating to such Payment. The Rev Share payments made under this Agreement are for the Investor only and may not be assigned, transferred, or in any manner passed on to any third party unless expressly authorized in writing by NLBS. NLBS may offset from any Rev Share payment under this Agreement any delinquent amount owed by Investor, or any parent, subsidiary, or affiliate of Investor, to NLBS or any parent, affiliate, or subsidiary company of NLBS.

(e) Notwithstanding anything in this Agreement to the contrary, in the event that a Rev Share payment owed is less than one hundred dollars ($100), NLBS may withhold the payment until the total Rev Share amount due is at least one hundred dollars ($100), or until this Agreement is terminated, whichever is sooner.

(f) NLBS shall not be responsible for any delays in Rev Share payments received by Investor caused by incorrect banking information or other information supplied by Investor. Investor shall be solely responsible for the payment of, and shall pay when due and indemnify, defend, and hold harmless NLBS from and against, all applicable income taxes associated with Rev Share payments to Investor under this Agreement (except for taxes assessed on NLBS’s net income).

5. Investor’s Representations. The Investor represents, warrants, and covenants to NLBS that:

(a) Investor has all necessary rights, power, and authority to enter into this Agreement and to perform under this Agreement, and entering into and performing under this Agreement will not violate the provisions of any other agreement that Investor has entered into with a third party.

(b) The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act (an “Accredited Investor”). Any of Investor’s transferees, assignees, or purchasers must be “accredited investors” in order to qualify as prospective transferees, permitted assignees in the case of Investor’s transfer or assignment of this Agreement.

(c) The Investor understands that this Agreement is offered solely in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that NLBS is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to enter into this Agreement.

(d) The Investor and its advisors, if any, have been furnished with all materials relating to the business, finances, and operations of NLBS and materials relating to how revenue will be generated under the terms of this Agreement, which have been requested by the Investor or its advisors. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of NLBS. Notwithstanding the foregoing, NLBS has not disclosed to the Investor any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Investor. Neither such inquiries nor any other due diligence investigation conducted by Investor or any of its advisors or representatives shall modify, amend or affect Investor’s right to rely on NLBS’s representations and warranties contained in Section 6 below. The Investor understands that its investment hereunder involves a significant degree of risk. The Investor is not aware of any facts that may constitute a breach of any of NLBS’s representations and warranties made herein.

(e) The Investor understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

(f) The Investor understands that this Agreement has not been and is not being registered under the 1933 Act or any applicable state securities laws, and this Agreement may not be transferred, sold or assigned to any third party unless with the prior written consent of NLBS, granted in the sole discretion of NLBS. Any request by Investor to transfer, sell or assign this Agreement shall in writing and the Investor shall deliver to NLBS contemporaneously with such request, at the cost of the Investor, an opinion of counsel that shall be in form, substance, and scope customary for opinions of counsel in comparable transactions to the effect that the Agreement may be sold, transferred or assigned pursuant to an exemption from registration under the 1933 Act, the Agreement is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Investor who agrees to sell or otherwise transfer the Securities only in accordance with this Section and who is an Accredited Investor, the Agreement is sold or transferred pursuant to Rule 144, or the Agreement is sold or transferred pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”). Any sale, assignment or transfer of this Agreement made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale or re-assignment of this Agreement under circumstances in which the seller (or the person through whom the sale or transfer is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder. Neither NLBS nor any other person is under any obligation to register this Agreement under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, this Agreement may not be pledged as collateral in connection with any lending arrangement.

(g) Legends. The Investor understands, even if NLBS permits Investor to transfer or assign this Agreement, that until the Agreement has been registered under the 1933 Act, it may only be sold, transferred, or assigned pursuant to Rule 144 or Regulation S, and may bear a restrictive legend in substantially the following form:

“NEITHER THIS AGREEMENT, NOR ISSUANCE AND SALE OF ANY SECURITIES REPRESENTED BY THIS AGREEMENT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. ANY SECURITIES ASSOCIATED WITH THIS AGREEMENT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. THIS AGREEMENT AND ANY SECURITIES ISSUED IN CONNECTION THEREWITH SHALL NOT BE PLEDGED IN CONNECTION WITH ANY MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS AGREEMENT.”

The legend set forth above shall be removed and NLBS may issue a certificate without such legend to the holder of any securities upon which it is stamped in connection with the Agreement, if, unless otherwise required by applicable state securities laws, (a) such security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, and (b) such holder provides NLBS with an opinion of counsel, in form, substance, and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such securities may be made without registration under the 1933 Act, and that legend removal is appropriate, which opinion shall be accepted by NLBS in its sole reasonable discretion.

(h) Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Investor, and this Agreement constitutes a valid and binding agreement of the Investor enforceable in accordance with its terms.

(i) Residency. The Investor is a resident of the state of Florida.

6. NLBS’s Representations. NLBS represents, warrants, and covenants to the Investor that:

(a) NLBS is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

(b) NLBS has all requisite corporate power and authority to enter into and perform this Agreement, in accordance with the terms hereof. In addition, the execution and delivery of this Agreement by NLBS and the consummation by it of the transactions contemplated hereby have been duly authorized by NLBS’s Board of Directors, and no further consent or authorization of NLBS, its Board of Directors or its shareholders is required, (ii) this Agreement has been duly executed and delivered by NLBS by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind NLBS accordingly, and (iii) this Agreement constitutes, upon its execution and delivery by NLBS, a legal, valid and binding obligation of NLBS enforceable against NLBS in accordance with its terms.

(c) NLBS acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. NLBS further acknowledges that the Investor is not acting as a financial advisor or fiduciary of NLBS (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Investor or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation. NLBS further represents to the Investor that NLBS’s decision to enter into this Agreement has been based solely on the independent evaluation of NLBS and its representatives.

(d) Neither NLBS nor any person acting on its behalf has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of this Agreement.

(e) NLBS and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of NLBS and its subsidiaries, in each case free and clear of all liens, encumbrances, and defects except such as would not have a material adverse effect on the business of NLBS. Any real property and facilities held under lease by NLBS and its subsidiaries are held by them under valid, subsisting, and enforceable leases with such exceptions as would not have a material adverse effect on the business of NLBS.

(f) No officer or director of NLBS would be disqualified under Rule 506(d) of the 1933 Act as amended on the basis of being a “bad actor” as that term is established on September 19, 2013, Small Entity Compliance Guide published by the Securities and Exchange Commission.

(g) NLBS will not infringe on the intellectual property of any third party (including, but not limited to, copyright, patent, trademarks, trade secret, or other intellectual property right) in performing this Agreement, and will use commercially reasonable best efforts in the periodic calculation of Investor’s Rev Share, based upon North American generally accepted accounting principles.

7. Term; Termination.

(a) The term of this Agreement shall begin on the Effective Date and any payments due to the Investor shall remain an obligation of NLBS.

(b) This Section 7(b) and Section 2(a), Sections 5 through 6, and Sections 9 through 16 shall survive termination or expiration of this Agreement.

8. Intellectual Property. No intellectual property rights, including but not limited to trademarks, service marks, copyright, or patents, of NLBS, CRP, or any other third party are granted to Investor in whole or in part under this Agreement.

9. Confidentiality.

(a) During the term of this Agreement, either party may disclose Confidential Information to the other party. The receiving party agrees to maintain the disclosing party’s Confidential Information in confidence and not to use or disclose such information except to perform the terms of this Agreement. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable period of time after the initial disclosure. Confidential Information shall not include information which (i) is or becomes generally available or part of the public domain through no fault of the receiving party; (ii) was already known by or available to the receiving party prior to the disclosure by the disclosing party; (iii) is subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the party who disclosed the information; or (iv) as can be shown by written documentation, has already been or is hereafter independently acquired or developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party. Notwithstanding the foregoing, either party may disclose Confidential Information of the other party as part of a judicial process, government investigation, legal proceeding, or other similar processes, and the receiving party will, unless prohibited by law, give prior written notice of such requirement to the disclosing party and reasonable efforts will be made to provide this notice in sufficient time to allow the disclosing party to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and the receiving party will reasonably cooperate in such efforts.

(b) Each party agrees that the unauthorized use, reproduction, distribution, or disclosure of any Confidential Information of the disclosing party may cause irreparable injury to the disclosing party. Therefore, the other party, in addition to any other remedies it may have, shall be entitled to seek injunctive relief.

10. Indemnification. NLBS shall defend, indemnify and hold Investor harmless from and against any judgment, loss, liability, cost, damage, or expense (including reasonable attorneys’ fees) arising out of or relating to any material breach by NLBS of this Agreement.

11. Disclaimer of Warranties. THE SERVICES OF NLBS DESCRIBED HEREUNDER ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND INCLUDING ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NLBS SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE AMOUNT OF ANY REV SHARE PAYMENT TO BE MADE TO INVESTORS UNDER THIS AGREEMENT.

12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN (A) NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY CLAIM FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS), OR ANY CLAIM IN TORT, WHETHER OR NOT ARISING IN WHOLE OR PART OUT OF SUCH PARTY’S ACT, OMISSION, FAULT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR SUCH PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), AND (B) NLBS’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY REASON WILL NOT EXCEED THE LESSER OF: (1) THE AMOUNT INVESTED BY THE INVESTOR HEREUNDER OR (2) REV SHARE PAYMENTS PAID BY NLBS TO INVESTOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

13. Publicity. Neither Party shall issue any press release or publish any statement naming the other Party or referencing this Agreement, without the prior written consent of the other Party.

14. Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, communications, and understandings (whether written or oral) between the parties, with respect to their subject matter. No Party has been induced to enter into this Agreement by virtue of, and is not relying upon, any representations or warranties not set forth in this Agreement, any correspondence or communication preceding the execution of this Agreement, or any prior course of dealing between the Parties.

15. Choice of Law and Venue. This Agreement shall be interpreted and enforced in all respects under the laws of the State of Florida, as applicable to contracts to be performed entirely within the State of Florida. Any litigation arising out of this Agreement will be brought solely and exclusively in the state or federal courts located in Broward County, Florida, and the Parties agree that jurisdiction and venue properly lie in such courts and waive any claim that a proceeding in any such court has been brought in an inconvenient forum.

16. Force Majeure. NLBS shall not be liable in damages for any delay or default in the performance of this Agreement if such delay or default is caused by unforeseen conditions beyond its reasonable control, including acts of God, pestilence, pandemic, restrictions by a government authority, wars, revolutions, terrorism, strikes (other than any strike by NLBS’s employees), fires, floods, earthquakes, embargoes, or degradation of telephone or other communications services, including but not limited to, degradation of all or part of an Internet backbone.

17. Waiver. Failure by a party to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a waiver of such provisions, and shall in no way affect a party’s right to later enforce such provisions. No provision or part of this Agreement or remedy hereunder may be waived except by writing signed by a duly authorized representative of the party making the waiver.

18. Severability. If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable by a court of law, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced if possible by a mutually acceptable provision, which is valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

19. Miscellaneous. NLBS and Investor are independent contractors and neither party is an agent, representative, partner, or joint venture partner of the other. This Agreement may only be modified by an agreement executed by both parties. Investor may not assign or delegate this Agreement, in whole or in part, without the prior written consent of NLBS, and any such attempt in violation hereof is void. Notices to Investor under this Agreement shall be transmitted via expedited courier, US mail, or email the Investor contact details set forth in this Agreement or the Insertion Order. Notices to NLBS under this Agreement shall be transmitted via expedited courier to the attention of Nutralife Biosciences, Inc., Legal Department at 6601 Lyons Rd. L-6, Coconut Creek, FL 33073.

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EXHIBIT A

NLBS DEPOSIT ADVICE

EXHIBIT B

INVESTOR DEPOSIT ADVICE