NUTRALIFE BIOSCIENCES, INC (Form: 8-K, Received: 11/05/2020 08:31:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2020

NUTRALIFE BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Florida

000-55144

46-1482900

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6601 Lyons Road, Suite L-6, Coconut Creek, FL 33073

(Address of Principal Executive Office) (Zip Code)

(888) 509-8901

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1.01. Entry into a Material Definitive Agreement

Stock Purchase Agreement

On November 2, 2020 (the “Closing Date”), NutraLife Biosciences, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) by and between the Company, Lord Global Corporation, a Nevada corporation (the “Lord Global”) and 27 Health, Inc., a wholly-owned subsidiary of Lord Global (“27 Health”). Pursuant to the SPA, the Company acquired from Lord Global 250 shares of Series X Convertible Preferred Stock of Lord Global (the “Series X Stock”) in exchange for the issuance by the Company to 27 Health of 12,500,000 shares of common stock, par value $0.0001 per share, of the Company (the “NutraLife Common Stock”). The transactions pursuant to the SPA closed on the Closing Date.

Each share of Series X Stock is convertible into shares of common stock, par value $0.001 per share, of Lord Global (the “Lord Global Common Stock”) at the rate of 1,000 shares of Lord Global Common Stock per share of Series X Stock, subject to customary adjustments for stock splits, stock dividend, stock combinations, recapitalizations or other similar transactions. The conversion of the Series X Stock is subject to a customary beneficial limitation such that the Company may not convert the Series X Stock into Lord Global Common Stock if such conversion would result in the Company and its affiliates having beneficial ownership of in excess of 4.99% of the outstanding shares of Lord Global Common Stock, provided that the Company may elect to waive this limitation on 61 days’ notice to Lord Global.

As of the date of this Current Report on Form 8-K (this “Report”), Lord Global has 1,344,655 shares of Lord Global Common Stock issued and outstanding and therefore, without application of this beneficial ownership limitation, the Series X Stock is currently convertible into 250,000 shares of Lord Global Common Stock, which would constitute approximately 15.7% of the issued and outstanding Lord Global Common Stock following such conversion. The Company currently has 146,539,170 shares of NutraLife Common Stock issued and outstanding, and therefore the shares of NutraLife Common Stock issued to 27 Health constitutes approximately 7.9% of the issued and outstanding shares of NutraLife Common Stock issued and outstanding following such issuance.

In addition to the Series X Stock issued to the Company, in the event that, on the first business day following the 180-day anniversary of the Closing Date, the average volume weighted average price of the Lord Global Common Stock for the 10 trading day period prior to that date is less than $4.00 (subject to customary adjustments), then Lord Global will issue to the Company, for no additional consideration payable by the Company, a number of shares of Lord Global Common Stock equal to (i) $1,000,000, divided by (ii) the share price as of such date, minus 250,000 (the “First Adjustment Shares”). A second such adjustment shall be completed on the first business day following the one-year anniversary of the Closing Date, provided that at this adjustment the number of First Adjustment Shares will also be deducted from any additional shares to be issued to the Company.

The description of the SPA as set forth above is qualified in its entirety to the complete SPA, which is attached hereto as Exhibit 10.1.

Manufacturing, Distribution and Sales Agreement

In connection with the SPA and the transactions as set forth therein, on the Closing Date the Company also entered into a Manufacturing, Distribution and Sales Agreement (the “MDS Agreement”) by and between the Company and 27 Health. 27 Health, together with Lord Global (referred to in this section jointly as “27 Health”) has developed and currently manufactures and markets certain products related to the testing and treatment of COVID-19 (the “Coviguard Products”).

Pursuant to the MDS Agreement, 27 Health engaged the Company to manufacture the Coviguard Products and granted the Company the right, on a non-exclusive basis, to sell and distribute the Coviguard Products manufactured by the Company though all channels of distribution on a worldwide basis and to undertake advertising and marketing as determined to be necessary by the Company, with written notice, in connection therewith.

During the term of the Agreement, the Company has the exclusive right to manufacture the Coviguard Products, subject to the Company’s continued ability to meet in all material respects the production requirements of 27 Health for the Coviguard Products. In the event that the Company is unable, in the sole determination of 27 Health, to meet the production requirements, 27 Health may seek other sources for the manufacturing of the Coviguard Products or may terminate the MDS Agreement.

Pursuant to the MDS Agreement, the Company may elect to market the Coviguard Products directly, without any requirement of an order for the manufacturing of the products being supplied by 27 Health or accepted by the Company. All such direct sales will be made by the Company to the recipient of the products, and the Company will pay to 27 Health a set distributor price for the products, and retain the balance paid by the buyer.

In the event that the Company identifies a potential third-party customer for the Coviguard Products, but does not elect to sell the Coviguard Products directly to the customer as set forth above, the Company may refer such potential customer to 27 Health. If the customer is a not a current customer of 27 Health, then for any and all sales of Coviguard Products to such new customers, 27 Health will pay to the Company 15% commissions on these sales. No commissions would be paid for sales to customers who were already customers of 27 Health at the time.

The MDS Agreement has an initial term of 5 years, with automatic extensions of 1 year each, subject to earlier expiration or termination as set forth therein.

The description of the MDS Agreement as set forth above is qualified in its entirety to the complete MDS Agreement, which is attached hereto as Exhibit 10.2.

Item 3.02. Unregistered Sales of Equity Securities

The information provided in Item 1.01 of this Current Report on Form 8-K regarding the SPA is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation

On September 30, 2020, the Company filed Articles of Amendment (the “Amendment”) to its Articles of Incorporation with the Florida Department of State that contained a Certificate of Designations to designate one hundred and ten (110) shares of the preferred stock of the Company, par value $0.0001 as Series B Convertible Preferred Stock (the “Series B Preferred Stock”). The Amendment was effective on September 30, 2020.

The shares of Series B Preferred Stock are convertible at a rate of 1 share of Series B Preferred Stock to 149,567 shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”). Holders of Series B Preferred Stock of the Company may convert their shares of Series B Preferred Stock into Common Stock at any time following January 1, 2021 (the “Permitted Conversion Date”).

The Series B Preferred Stock is subject to an ownership limitation, pursuant to which no holder of Series B Preferred Stock will be entitled to convert such investor’s shares of Series B Preferred Stock into shares of Common Stock if such conversion would result in ownership of more than 4.99% of the outstanding shares of Common Stock of the Company.

Each share of Series B Preferred Stock will vote together with the holders of the Common Stock on any matter submitted to the shareholders of the Company. Each share of Series B Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which the Series B Preferred Stock may convert at the time such vote is made.

The Series B Preferred Stock will participate in any dividends, distributions or payments to the holders of the Common Stock on an as-converted basis.

The Series B Preferred Stock does not have any liquidation preference over the holders of Common Stock of the Company.

Once issued, certain shares of the Series B Preferred Stock are redeemable at the election of the Company at any time prior to the Permitted Conversion Date pursuant to a separate written agreement between the holders of the Series B Preferred Stock and the Company.

Item 7.01 Regulation FD Disclosure

On November 5, 2020, the Company issued a press release announcing its entry into the SPA and MDS Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the websites referenced in the press release are not a part of this Current Report on Form 8-K.

The information included in Item 7.01 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Articles of Amendment (Certificate of Designations for Series B Preferred Stock) filed September 30, 2020 with the Florida Department of State.
10.1		Stock Purchase Agreement by and among the Company, Lord Global Corporation, and 27 Health, Inc. dated November 2, 2020.
10.2		Manufacturing, Distribution and Sales Agreement by and between the Company, 27 Health, Inc. dated November 2, 2020.
99.1		Press Release issued November 5, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUTRALIFE BIOSCIENCES, INC.

Date: November 5, 2020	By:	/s/ Edgar Ward
		Edgar Ward Chief Executive Officer

Exhibit 3.1

Exhibit 10.1

Stock Purchase Agreement

By and Among

NutraLife Biosciences, Inc.;

Lord Global Corporation

And

27 Health, Inc.

Dated as of November 2, 2020

TABLE OF CONTENTS

Article I.		DEFINITIONS	1

	Section 1.01	Definitions.	1
	Section 1.02	Interpretive Provisions.	3

Article II.		PURCHASE AND SALE	3

	Section 2.01	Purchase and Sale.	3
	Section 2.02	Deliverables at Closing.	3
	Section 2.03	Closing.	3
	Section 2.04	Adjustments to Shares.	3

Article III.		REPRESENTATIONS AND WARRANTIES OF COMPANY PARTIES	5

	Section 3.01	Authorization of Transactions.	5
	Section 3.02	Governmental Approvals; Non-contravention.	6
	Section 3.03	Investment Representations.	6
	Section 3.04	Brokers.	8

Article IV.		REPRESENTATIONS AND WARRANTIES OF BUYER	9

	Section 4.01	Authorization of Transactions.	9
	Section 4.02	Governmental Approvals; Non-contravention.	9
	Section 4.03	Investment Representations.	9
	Section 4.04	Brokers.	11

Article V.		INDEMNIFICATION	11

	Section 5.01	General Indemnification.	11
	Section 5.02	Procedures for Indemnification.	12
	Section 5.03	Payment.	12
	Section 5.04	Effect of Knowledge on Indemnification.	12

Article VI.		MISCELLANEOUS	12

	Section 6.01	Notices.	12
	Section 6.02	Entire Agreement.	13
	Section 6.03	Survival.	13
	Section 6.04	Binding Effect; Assignment.	13
	Section 6.05	Amendment.	14
	Section 6.06	Further Assurances.	14
	Section 6.07	No Waiver.	14
	Section 6.08	Headings.	14
	Section 6.09	Governing Law.	14
	Section 6.10	Specific Performance.	14
	Section 6.11	Enforcement of the Agreement; Jurisdiction; No Jury Trial.	14
	Section 6.12	Arbitration.	15
	Section 6.13	Attorneys’ Fees.	15
	Section 6.14	Severability; Expenses.	15
	Section 6.15	Parties in Interest.	15
	Section 6.16	Execution in Counterparts, Electronic Transmission.	15

Exhibit A

Certificate of Designations, Preferences and Rights of Series X Convertible Preferred Stock

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of November 2, 2020 (the “Closing Date”), by and among Lord Global Corporation, a Nevada corporation (the “Company”), 27 Health, Inc., a wholly-owned subsidiary of the Company (“27 Health”) and NutraLife Biosciences, Inc., a Florida corporation (“Buyer”). The Company, 27 Health and Buyer may be collectively referred to herein as the “Parties” and individually as a “Party.” The Company and 27 may be referred to herein individually as a “Company Party” and collectively as the “Company Parties”.

WHEREAS, the Company desires to issue and sell to the Buyer certain shares of the Company’s Series X Convertible Preferred Stock, par value $0.001 (the “Series X Preferred Stock”), each share of which is convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and Buyer desires to buy certain shares of the Series X Preferred Stock, as set forth herein; and

WHEREAS, the Buyer acknowledges and understands that the shares of Series X Preferred Stock issuable to the Buyer pursuant to this Agreement are subject to the Certificate of Designations, Preferences and Rights of Series X Convertible Preferred Stock filed with the State of Nevada on November 2, 2020, a copy of which is attached hereto as Exhibit A (the “Series X Certificate of Designations”), which contains therein a beneficial ownership limitation or blocker provision that precludes any Holder from exercising the conversion rights of the Series X Preferred Stock if, as a result of such conversion, the Holder and its affiliates would result in beneficial ownership of more than 4.9% of the Company’s then-outstanding shares of Common Stock;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I. DEFINITIONS

Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms, as used herein, have the following meanings:

	(a)	“Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person.

	(b)	“Business Day” means any day except Saturday, Sunday and any legal holiday or a day on which banking institutions in Nevada generally are authorized or required by Law or other governmental actions to close.

	(c)	“Contract” means any contract, commitment, understanding or agreement (whether oral or written).

	(d)	“Control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contract or otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.

	(e)	“Governmental Entity” means any federal, state, municipal, local or foreign government and any court, tribunal, arbitral body, administrative agency, department, subdivision, entity, commission or other governmental, government appointed, quasi-governmental or regulatory authority, reporting entity or agency, domestic, foreign or supranational.

	(f)	“Law” means any applicable foreign, federal, state or local law (including common law), statute, treaty, rule, directive, regulation, ordinances and similar provisions having the force or effect of law or an Order of any Governmental Entity.

	(g)	“Liabilities” means liabilities, obligations or responsibilities of any nature whatsoever, whether direct or indirect, matured or un-matured, fixed or unfixed, known or unknown, asserted or un asserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost or expense.

	(h)	“Lien” means, with respect to any property or asset, any lien, security interest, mortgage, pledge, charge, claim, lease, agreement, right of first refusal, option, limitation on transfer or use or assignment or licensing, restrictive easement, charge or any other restriction of any kind, and any conditional sale or voting agreement or proxy, and including any restriction on the ownership, use, voting, transfer, possession, receipt of income or other exercise of any attributes of ownership, in respect of such property or asset, and any agreement to give any of the foregoing.

	(i)	“Losses” means any losses, damages, deficiencies, Liabilities, assessments, fines, penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses.

	(j)	“Order” means any judgment, writ, decree, determination, award, compliance agreement, settlement agreement, injunction, ruling, charge, judicial or administrative order, determination or other restriction of any Governmental Entity or arbitrator.

	(k)	“Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

	(l)	“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder.

	(m)	“Transactions” means the purchase and sale of the Series X Preferred Stock and the other transactions contemplated under the Transaction Documents.

	(n)	“Transaction Documents” means this Agreement and any other agreement, document, certificate or writing delivered or to be delivered in connection with this Agreement and any other document related to the Transactions related to the forgoing, including, without limitations, those delivered at the Closing.

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires, the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; the terms “Dollars” and “$” mean United States Dollars, unless otherwise specified herein; references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; references herein to any gender shall include each other gender; references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; references herein to any Contract or agreement (including this Agreement) mean such Contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. PURCHASE AND SALE

Section 2.01 Purchase and Sale. Subject to the terms and conditions of this Agreement and as set forth below, at the Closing (as defined below) the Company shall issue and sell to Buyer two hundred and fifty (250) shares of the Company’s Series X Convertible Preferred Stock (“Series X Preferred Stock”), each share of which is initially convertible into one thousand (1,000) shares of the Company’s Common Stock, subject to customary adjustments (subject to the provisions of Section 2.04, the “Shares”) in return for the issuance by the Buyer to 27 Health of 12,500,000 shares of common stock, par value $0.0001 per share, of the Buyer (the “NutraLife Shares”).

Section 2.02 Deliverables at Closing. At the Closing (as defined below):

	(a)	the Buyer shall issue to 27 Health the NutraLife Shares via book entry in the books and records of NutraLife and shall provide reasonable evidence thereof to the Company; and

	(b)	the Company shall issue to Buyer the Shares via book entry in the books and records of the Company and shall provide reasonable evidence thereof to the Buyer.

Section 2.03 Closing. On the terms set forth herein, the closing of the Transactions (the “Closing”) shall take place by conference call and electronic communication (i.e., emails/pdf) or facsimile of closing documents, on the Closing Date and effective as of 11:59 p.m. Eastern time on the Closing Date.

Section 2.04 Adjustments to Shares.

(a)

In the event that, on the first Business Day following the 180-day anniversary of the Closing Date (the “First Adjustment Date”), the Share Price (as defined below) is less than $4.00 (subject to adjustment as set forth in the “Base Share Value”), the Company shall issue to NutraLife, for no additional consideration payable by NutraLife, a number of shares of Common Stock equal to (1) (i) $1,000,000, divided by (ii) the Share Price as of the First Adjustment Date, rounded to the nearest whole share, minus (2) 250,000 (the “First Adjustment Shares”). By way of example and not limitation, in the event that as of the First Adjustment Date the Share Price is $3.00, the Company shall issue to NutraLife 83,333 additional shares of Common Stock ($1,000,000 divided by $3.00, less 250,000).

	(b)	In the event that, on the first Business Day following the one-year anniversary of the Closing Date (the “Second Adjustment Date”), the Share Price is less than the Base Share Value, the Company shall issue to NutraLife, for no additional consideration payable by NutraLife, an additional number of shares of Common Stock equal to (1) (i) $1,000,000, divided by (ii) the Share Price as of the Second Adjustment Date, rounded to the nearest whole share, minus (2) 250,000, minus (3) any number of First Adjustment Shares issued to NutraLife pursuant to Section 2.04(a) (the “Second Adjustment Shares”). By way of example and not limitation, in the event that as of the Second Adjustment Date the Share Price is $2.00 and the Company had issued to NutraLife 83,333 First Adjustment Shares pursuant to Section 2.04(a), the Company shall issue to NutraLife 166,667 additional shares of Common Stock ($1,000,000 divided by $2.00, less 250,000, less 83,333).

	(c)	The term “Shares” as used herein refers to shares of Company’s Common Stock, with respect to Share Price, and shares of Series X Preferred Stock, with respect to the shares issuable to Buyer under this Agreement, and shall include the First Adjustment Shares and the Second Adjustment Shares if and when issued.

	(d)	For purposes herein, the term “Share Price” shall mean the average VWAP of the Company’s Common Stock for the ten (10) Trading Day period (as defined below) prior to any date for determination of the Share Price. For purposes herein, “VWAP” means, for shares of the Company’s Common Stock as of any date, the first of the following which shall apply:

		(i)	the dollar volume-weighted average price for such shares of Common Stock on the OTC Markets or a United States national securities exchange which is the principal market on which such shares of Common Stock are then traded (as applicable, the “Trading Market”) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg L.P. through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such shares of Common Stock in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg L.P.;

		(ii)	if no dollar volume-weighted average price is reported for such shares of Common Stock by Bloomberg L.P. for such hours as set forth in Section 2.04(d)(i), the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such shares of Common Stock as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC); and

		(iii)	if the VWAP cannot be calculated for such shares of Common Stock on such date on bases as set forth in Section 2.04(d)(i) or Section 2.04(d)(ii), the VWAP of such shares of Common Stock on such date shall be the fair market value of such shares of Common Stock as mutually determined in good faith by the Board of Directors of the Company and the Board of Directors of the Buyer after taking into consideration factors they may each deem appropriate, and provided that if the Company and the Board of Directors of the Buyer cannot so agree then such dispute shall be settled in accordance with the provisions for resolutions of disputes as set forth in the Agreement.

	(e)	All such determinations of the VWAP as set forth in Section 2.04(d)(i) or Section 2.04(d)(ii) shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

	(f)	For purposes herein, “Trading Day” means any day on which the Common Stock (or any replacement security pursuant to Section 2.04(g)) is traded on the Trading Market or is otherwise reported on “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) or a similar organization or agency succeeding to its functions of reporting prices.

	(g)	If, at any time prior to First Adjustment Date or the Second Adjustment Date, there shall be any merger, consolidation, or an exchange of shares, recapitalization or reorganization pursuant to a merger or consolidation, or other similar event, as a result of which shares of Common Stock shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets or more than 50% of the total outstanding shares of the Company other than in connection with a plan of complete liquidation of the Company, then the Buyer shall thereafter have the right to receive at the First Adjustment Date or the or the Second Adjustment Date, as applicable, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock pursuant to Section 2.04(a) and Section 2.04(b), such replacement stock, securities or assets, with equitable adjustments being made thereto with respect to the Share Price, as determined by the Company and the Buyer.

	(h)	The Base Share Value, as the same may have already been adjusted, shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events that occur on or after the Closing Date. By way of example and not limitation, in the event of forward split of the Common Stock following the Closing Date in which each share of Common Stock is converted into two shares of Common Stock, the Base Share Value shall be reduced by 50%, and in the event of a reverse split of the Common Stock following the Closing Date in which each two shares of Common Stock are converted into one share of Common Stock, the Base Share Value shall be increased by 100%.

Article III. REPRESENTATIONS AND WARRANTIES OF COMPANY PARTIES

The Company Parties, jointly and severally, represent and warrant to Buyer that the following representations and warranties contained in this Article III are true and correct as of the Closing Date, as of the First Adjustment Date and as of the Second Adjustment Date:

Section 3.01 Authorization of Transactions. The Company is a corporation duly authorized and in good standing in the State of Nevada and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. 27 Health is a corporation duly authorized and in good standing in the State of Delaware and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by each Company Party of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of each Company Party. The Transaction Documents to which each Company Party is a party have been duly and validly executed and delivered by such Company Party. Each Transaction Document to which such Company Party is a party constitutes the valid and legally binding obligation of such Company Party, enforceable against such Company Party in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Section 3.02 Governmental Approvals; Non-contravention.

	(a)	No consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity or Person is necessary for the execution, delivery or performance by either Company Party of this Agreement or any other Transaction Document to which such Company Party is a party.

	(b)	The execution, delivery and performance by each Company Party of the Transaction Documents to which either Company Party is a party, and the consummation by the Company Parties of the Transactions, do not (i) violate or conflict with any Law or Order to which either Company Party or any of the Shares may be subject, (ii) constitute a violation or breach of, be in conflict with, constitute or create (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation or acceleration) of any obligation under any Contract to which either Company Party is a party or to which either Company Party or any of the Shares are subject or by which the either Company Party’s properties, assets or rights are bound or (iii) result in the creation or imposition of any Lien upon any of the rights, properties or assets of either Company Party or on any of the Shares.

Section 3.03 Investment Representations.

	(a)	Each Company Party understands and agrees that the consummation of this Agreement including the delivery of the NutraLife Shares to 27 Health as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the NutraLife Shares are being acquired for the Company’s and 27 Health’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

	(b)	Each Company Party is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”).

	(c)	Each Company Party understands that the NutraLife Shares are being offered and sold to the Company and 27 Health in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that Buyer is relying upon the truth and accuracy of, and each Company Party’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Company Parties set forth herein in order to determine the availability of such exemptions and the eligibility of the Company and 27 Health to acquire the NutraLife Shares.

	(d)	Each Company Party and their respective advisors, if any, have been furnished with all materials relating to the business, finances and operations of Buyer and materials relating to the offer and sale of the NutraLife Shares which have been requested by either Company Party or their respective advisors. The Company Parties and their respective advisors, if any, have been afforded the opportunity to ask questions of the Buyer. The Company Parties understand that their investment in the NutraLife Shares involves a significant degree of risk.

	(e)	At no time was either Company Party presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. Neither Company Party is purchasing the NutraLife Shares acquired by 27 Health hereunder as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D under the Securities Act, which includes, but is not limited to, any advertisement, article, notice or other communication regarding the NutraLife Shares acquired hereunder published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

	(f)	The Company Parties are acquiring the NutraLife Shares for their own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the NutraLife Shares. Further, neither Company Party has any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the NutraLife Shares.

	(g)	Each Company Party understands that (i) the sale or re-sale of the NutraLife Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the NutraLife Shares may not be transferred unless (1) the NutraLife Shares are sold pursuant to an effective registration statement under the Securities Act, (2) the Company Parties shall have delivered to Buyer, at the cost of the Company, 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 NutraLife Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by Buyer, (3) the NutraLife Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the Company who agrees to sell or otherwise transfer the NutraLife Shares only in accordance with this Section and who is an Accredited Investor, (4) the NutraLife Shares are sold pursuant to Rule 144, (5) the NutraLife Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), or (6) the NutraLife Shares are sold pursuant to the exemption from registration afforded under Section 4(a)(1) or Section 4(a)(7) of the Securities Act, and the Company shall have delivered to Buyer, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by Buyer; (ii) any sale of such NutraLife Shares 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 of such NutraLife Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder; and (iii) neither Buyer nor any other person is under any obligation to register such NutraLife Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

	(h)	Each Company Party understands that no public market now exists for the NutraLife Shares, and that Buyer has made no assurances that a public market will ever exist for the NutraLife Shares.

	(i)	Each Company Party, either alone or together with its respective representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the NutraLife Shares, and has so evaluated the merits and risks of such investment. Each Company Party is able to bear the economic risk of an investment in the NutraLife Shares and, at the present time, is able to afford a complete loss of such investment.

	(j)	Each Company Party understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the NutraLife Shares or the suitability of the investment in the NutraLife Shares nor have such authorities passed upon or endorsed the merits of the transactions set forth herein.

	(k)	Any legend required by the securities laws of any state to the extent such laws are applicable to the NutraLife Shares represented by the certificate so legended shall be included on any certificates representing the NutraLife Shares. Each Company Party also understands that the NutraLife Shares may bear the following or a substantially similar legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE NOT SET FORTH HEREIN.

Section 3.04 Brokers. Neither Company Party has engaged, or caused to be incurred any Liability or obligation to, any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of the Transaction Documents to which it is a party, or the Transactions.

Article IV. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Company Parties that the following statements contained in this Article IV are true and correct as of the Closing Date, as of the First Adjustment Date and as of the Second Adjustment Date:

Section 4.01 Authorization of Transactions. Buyer is corporation, duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of Buyer. The Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Buyer. Each Transaction Document to which Buyer is a party constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Section 4.02 Governmental Approvals; Non-contravention.

	(a)	No consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity is necessary for the execution, delivery or performance by Buyer of this Agreement or any other Transaction Document to which Buyer is a party.

	(b)	The execution, delivery and performance by Buyer of the Transaction Documents to which Buyer is a party, and the consummation by Buyer of the Transactions, do not (i) violate any Laws or Orders to which Buyer is subject or (ii) violate, breach or conflict with any provision of Buyer’s organizational documents.

Section 4.03 Investment Representations.

	(a)	Buyer understands and agrees that the consummation of this Agreement including the delivery of the Shares to Buyer as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Shares are being acquired for Buyer’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

	(b)	Buyer is an Accredited Investor.

	(c)	Buyer understands that the Shares are being offered and sold to Buyer in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Shares.

	(d)	Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by Buyer or its advisors. Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Buyer understands that its investment in the Shares involves a significant degree of risk.

	(e)	At no time was Buyer presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. Buyer is not purchasing the Shares acquired by Buyer hereunder as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D under the Securities Act, which includes, but is not limited to, any advertisement, article, notice or other communication regarding the Shares acquired by Buyer hereunder published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

	(f)	Buyer is acquiring the Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the Shares. Further, Buyer does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares.

	(g)	Buyer understands that (i) the sale or re-sale of the Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Shares may not be transferred unless (1) the Shares are sold pursuant to an effective registration statement under the Securities Act, (2) Buyer shall have delivered to the Company, at the cost of Buyer, 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 Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (3) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144) of Buyer who agrees to sell or otherwise transfer the Shares only in accordance with this Section and who is an Accredited Investor, (4) the Shares are sold pursuant to Rule 144, (5) the Shares are sold pursuant to Regulation S, or (6) the Shares are sold pursuant to the exemption from registration afforded under Section 4(a)(1) or Section 4(a)(7) of the Securities Act, and Buyer shall have delivered to the Company, at the cost of Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Shares 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 of such Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

	(h)	Buyer understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.

	(i)	Buyer, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Buyer is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

	(j)	Buyer understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Shares or the suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the transactions set forth herein.

	(k)	Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate so legended shall be included on any certificates representing the Shares. Buyer also understands that the Shares may bear the following or a substantially similar legend:

Section 4.04 Brokers. Buyer has not engaged any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transactions.

Article V. INDEMNIFICATION

Section 5.01 General Indemnification.

	(a)	Buyer agrees to indemnify, defend and hold harmless the Company Parties and their respective Affiliates and each of their respective directors, officers, managers, partners, employees, agents, equity holders, successors and assigns (each, a “Company Indemnified Party”), from and against any and all Losses incurred or suffered by any Company Indemnified Party arising out of, based upon or resulting from any breach of any representation or warranty of Buyer herein or breach by Buyer of, or any failure of Buyer to perform, any of the covenants, agreements or obligations of Buyer contained in or made pursuant to this Agreement of the other Transaction Documents by Buyer.

	(b)	The Company parties, jointly and severally, agree to indemnify, defend and hold harmless the Buyer and its Affiliates and each of their respective directors, officers, managers, partners, employees, agents, equity holders, successors and assigns (each, a “NutraLife Indemnified Party”), from and against any and all Losses incurred or suffered by any NutraLife Indemnified Party arising out of, based upon or resulting from any breach of any representation or warranty of any Company Party herein or breach by any Company Party of, or any failure of any Company Party to perform, any of the covenants, agreements or obligations either Company Party contained in or made pursuant to this Agreement of the other Transaction Documents by either Company Party or both Company Parties.

	(c)	The person or entity claiming any indemnification hereunder is referred to herein as the “Indemnified Party” and the entity from which indemnification hereunder is sought is referred to herein as the “Indemnifying Party”.

Section 5.02 Procedures for Indemnification. In the event that an Indemnified Party shall incur or suffer any Losses in respect of which indemnification may be sought under this Article V against the Indemnifying Party, the Indemnified Party shall assert a claim for indemnification by providing a written notice (the “Notice of Loss”) to the Indemnifying Party stating the nature and basis of such indemnification. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss.

Section 5.03 Payment. Upon a determination of liability under this Article V the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount so determined within five (5) Business Days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement or the other Transaction Documents, the Indemnifying Party shall nevertheless pay when due such portion, if any, of the obligation that is not subject to dispute. Upon the payment in full of any amounts due under this Article V with respect to any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim.

Section 5.04 Effect of Knowledge on Indemnification. The right to indemnification, reimbursement or other remedy based upon any representations, warranties, covenants and obligations set forth in this Agreement or the other Transaction Documents shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the other Transaction Documents, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants or obligations.

Article VI. MISCELLANEOUS

Section 6.01 Notices. All notices under this Agreement shall be in writing. Notices may be served by certified or registered mail, postage paid with return receipt requested; by private courier, prepaid; by other reliable form of electronic communication; or personally. Mailed notices shall be deemed delivered five (5) days after mailing, properly addressed. Couriered notices shall be deemed delivered on the date that the courier warrants that delivery will occur. Electronic communication notices shall be deemed delivered when receipt is either confirmed by confirming transmission equipment or acknowledged by the addressee or its office. Personal delivery shall be effective when accomplished. Any Party may change its address by giving notice, in writing, stating its new address, to the other Parties. Subject to the forgoing, notices shall be sent as follows:

If to NutraLife:

NutraLife Biosciences, Inc.

Attn: Edgar Ward

6601 Lyons Road, Suite L-6

Coconut Creek, FL 33073

Email: edgar@nutralifebiosciences.com

With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: John Cacomanolis

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: JCacomanolis@anthonypllc.com

If to any Company Party, to:

Lord Global Corporation

Attn: Joseph Frontiere

318 N Carson St.

Suite 208

Carson City, NV 89701

Email: jfrontiere@gmail.com

With a copy, which shall not constitute notice, to:

The Lonergan Law Firm, PLLC

Attn: Lawrence R. Lonergan, Esq.

96 Park Street

Montclair, NJ 07042

Email: llonergan@wlesq.com

Section 6.02 Entire Agreement. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings between the Parties, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written, except as herein or therein contained.

Section 6.03 Survival. The provisions of Article V and Article VI of this Agreement, and such additional provisions as required to give effect thereto, shall survive any termination or expiration hereof, and provided that no expiration or termination of this Agreement shall excuse a Party for any liability for obligations arising prior to such expiration or termination.

Section 6.04 Binding Effect; Assignment. This Agreement shall be binding upon the Parties, their heirs, administrators, successors and assigns. Except as otherwise provided in this Agreement, no Party may otherwise assign or transfer its interests herein, or delegate its duties hereunder, without the written consent of the other Parties. Any assignment or delegation of duties in violation of this provision shall be null and void.

Section 6.05 Amendment. Other than as specifically set forth herein, no amendment, modification, termination, discharge or change (collectively, “Amendment”) of this Agreement shall be valid and effective, unless the Parties shall unanimously agree in writing to such Amendment.

Section 6.06 Further Assurances. Following the Closing Date each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated herein.

Section 6.07 No Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver.

Section 6.08 Headings. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.

Section 6.09 Governing Law. This Agreement, and any dispute arising out of, relating to, or in connection with this Agreement, shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.

Section 6.10 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) any other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 6.11 Enforcement of the Agreement; Jurisdiction; No Jury Trial.

(a)

Subject to Section 6.10 and Section 6.12, each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising under this Agreement, or for recognition and enforcement of any judgment or arbitral award or resolution in respect of this Agreement, shall be brought and determined exclusively in the courts of the State of Florida located in Broward County, Florida or in the event (but only in the event) that such courts do not have subject matter jurisdiction over such action or proceeding, in the United States District Court sitting in Broward County, Florida (the “Selected Courts”). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Selected Courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Selected Courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Selected Courts for any reason other than the failure to serve in accordance with this Section 6.11; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) to the fullest extent permitted by law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum; (ii) the venue of such suit, action or proceeding is improper; or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by the Selected Courts.

(b)

EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT

Section 6.12 Arbitration. Other than as set forth in Section 6.10, any controversy, claim or dispute arising out of or relating to this Agreement shall be resolved by arbitration in Coconut Creek, Florida pursuant to then-prevailing rules of the American Arbitration Association. The arbitration shall be conducted by three arbitrators, with one arbitrator selected by Buyer, one selected by the Company Parties jointly, and the third arbitrator selected by the two arbitrators so selected by the Parties. The arbitrators shall be bound to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed all Parties that the arbitrators’ decision is final, and that no Party may take any action, judicial or administrative, to overturn such decision. The judgment rendered by the arbitrators may be entered in the Selected Courts. Each Party will pay its own expenses of arbitration and the expenses of the arbitrators will be equally shared provided that, if in the opinion of the arbitrators any claim, defense, or argument raised in the arbitration was unreasonable, the arbitrators may assess all or part of the expenses of any other Party (including reasonable attorneys’ fees) and of the arbitrators as the arbitrators deem appropriate. The arbitrators may not award any Party punitive or consequential damages.

Section 6.13 Attorneys’ Fees. If any Party hereto is required to engage in litigation against any other Party, either as plaintiff or as defendant, in order to enforce or defend any rights under this Agreement, and such litigation results in a final judgment in favor of such Party (“Prevailing Party”), then the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorneys’ fees, court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party’s rights hereunder.

Section 6.14 Severability; Expenses. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible. Except as otherwise specifically provided in this Agreement, each Party shall be responsible for the expenses it may incur in connection with the negotiation, preparation, execution, delivery, performance and enforcement of this Agreement.

Section 6.15 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to confer upon any other person or entity any rights or remedies of any nature whatsoever under or by reason of this Agreement other than as specifically set forth herein, including, without limitation, in Article V.

Section 6.16 Execution in Counterparts, Electronic Transmission. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.

[Signatures appear on following page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Closing Date.

	NutraLife Biosciences, Inc.

	By:	/s/ Edgar Ward
	Name:	Edgar Ward
	Title:	Chief Executive Officer

	Lord Global Corporation

	By:	/s/ Joseph Frontiere
	Name:	Joseph Frontiere
	Title:	Chief Executive Officer

	27 Health, Inc.

	By:	/s/ Joseph Frontiere
	Name:	Joseph Frontiere
	Title:	Chief Executive Officer

Exhibit A

Certificate of Designations, Preferences and Rights of Series X Convertible Preferred Stock

(Attached)

Exhibit 10.2

MANUFACTURING, DISTRIBUTION AND SALES AGREEMENT

Dated as of November 2, 2020

This Manufacturing, Distribution and Sales Agreement (this “Agreement”) is entered into on the date first set forth above (the “Effective Date”) by and between 27 Health, Inc. (“27 Health”), a Delaware corporation and a wholly owned subsidiary of Lord Global Corporation, a public Nevada corporation (“Lord Global”) and NutraLife Biosciences, Inc., a Florida corporation (“NutraLife”). Lord Global and 27 Health may be referred to collectively, as the “Company” and, together with NutraLife, may be referred to collectively, as the “Parties” and individually, be as a “Party.”

WHEREAS, the Company has exclusive world-wide rights to manufacture and market certain products (the “Rights”) including the product(s) listed on Exhibit A as may be amended form time to time (the “Coviguard Products”) pursuant to the terms of a Joint Investment and Marketing Agreement dated June 19, 2020 between 27 Health and Coviguard Corp., a Florida corporation (“Coviguard”);

WHEREAS, 27 Health has the exclusive rights to commercially exploit certain brands and trademarks related to the Coviguard Products (together with such other products, brands, trademarks and trademark rights that 27 Health may create or acquire in the future (collectively, the “New Products/Brands”); and

WHEREAS, in accordance with the terms of this Agreement, 27 Health desires to engage NutraLife to manufacture the Coviguard Product(s); and

WHEREAS, in addition, 27 Health desires that NutraLife be granted the right on a non-exclusive basis to sell and distribute (collectively, “Market”) the Coviguard Products manufactured by NutraLife pursuant to the terms of this Agreement though all channels of distribution on a worldwide basis (the “Territory”) and to undertake such advertising and marketing as determined to be necessary by NutraLife with written notice in connection therewith and subject to the terms and conditions herein.

NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements, covenants, representations, warranties and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Article I. Manufacturing

Section 1.01 Manufacture and Supply of Products.

(a)

During the Term (as defined below), NutraLife shall manufacture and supply the Coviguard Products in accordance with specifications contained in one or more purchase orders (each, a “PO” or “Purchase Order” ) to be delivered by 27 Health to NutraLife in form and substance as agreed to by the Parties, subject to the execution of all Purchase Orders by 27 Health and NutraLife. Furthermore, as provided in Article II, that the Parties acknowledge and agree that NutraLife, in addition to manufacturing to Coviguard Products, may directly sell and distribute (collectively, “Market”) the Coviguard Products on a non-exclusive basis worldwide.

	(b)	In the event of a conflict between the terms of this Agreement and the terms of a PO, the terms and conditions in each PO shall control.

	(c)	Each PO shall be for a minimum quantity of Products as set forth in Exhibit A attached hereto, in the column entitled “Minimum Order Quantity.” The Parties agree that the PO’s may be amended from time to time, as the Parties may agree.

	(d)	Upon acceptance of a PO countersigned by 27 Health, NutraLife shall manufacture and supply the Products to 27 Health in accordance with this Agreement, in compliance with applicable laws and regulation, and using generally accepted industry practice, unless 27 Health shall elect to have NutraLife Market the Coviguard Products manufactured by NutraLife pursuant to each PO.

	(e)	During the Term, NutraLife shall have the exclusive right to manufacture the Coviguard Products subject to the terms of each PO and subject to NutraLife’s continued ability to meet in all material respects the production requirements of 27 Health for the Coviguard Products. In the event that NutraLife is unable, in the sole determination of 27 Health, to meet said production requirements of 27 Health, 27 Health may: (i) seek other sources for manufacture of the Coviguard Products; or (ii) terminate this Agreement as provided in Article V, Section 5.02 below.

Section 1.02 Payment.

	(a)	27 Health will pay to NutraLife the per-unit price for the Coviguard Products as set forth on Exhibit A in the column entitled “Price to 27 Health” for each unit of the Coviguard Products manufactured for and delivered by NutraLife to 27 Health, with the understanding that NutraLife will not deliver to 27 Health any Coviguard Products that NutraLife Markets under this Agreement.

	(b)	The Parties agree that an amount equal to 50% of the total amount of each PO shall be paid by 27 Health to NutraLife upon execution and acceptance of the each PO by 27 Health and NutraLife, with the balance due upon completion of the manufacture of the Products and prior to such Products being shipped either to 27 Health or to the third-party purchasers of the Coviguard Products which NutraLife shall Market, which balance due shall be paid by 27 Health, in the event that 27 Health directs NutraLife to deliver the Coviguard Products to 27 Health or by the third-party purchaser in the event that NutraLife directly Markets the Coviguard Products, on a case by case basis. In the event that final payment is not made by 27 Health with respect to those Coviguard Products delivered to 27 Health in a timely manner, 27 Health will pay interest on any such late payments at the lesser of 1% per month or the maximum rate permitted by applicable law.

Section 1.03 Shipments. The Coviguard Products delivered by NutraLife to 27 Health in accordance with the agreed-upon terms and delivery schedule in accordance with those Purchase Orders providing for delivery to 27 Health will be suitably packaged in accordance with the respective Purchase Orders. 27 Health will pay for all freight, insurance and other shipping expenses and title and risk of loss will pass to 27 Health upon delivery of the Coviguard Products and receipt thereof by 27 Health. NutraLife will use commercially reasonable efforts to deliver the Products on the agreed-upon delivery dates and notify 27 Health in writing of any anticipated delays. Notwithstanding the foregoing, this Section 1.03 shall not apply to Coviguard Products which NutraLife shall Market, as provided in Article II.

Section 1.04 Product Acceptance. The Coviguard Products delivered by NutraLife to 27 Health will be inspected and tested by 27 Health within three (3) days of receipt of delivery. If the delivered Coviguard Products do not comply with the specifications in the PO, 27 Health has the right to reject the non-conforming Coviguard Products with written notice to NutraLife. Coviguard Products not rejected within three (3) days of delivery will be deemed to be accepted by 27 Health. In the event any Coviguard Products do not comply with the specifications in the PO and are rejected by 27 Health, it may, at its option, return the Coviguard Products to NutraLife or elect to retain the Coviguard Products notwithstanding such non-conformance, in which latter event 27 Health shall remain required to pay for the Coviguard Products as set forth in Section 1.02.

Section 1.05 Warranties. NutraLife warrants that it will perform and fulfill each PO in a good, professional and workmanlike manner, and NutraLife will promptly notify 27 Health of any delay or defect in the manufacture and supply of the Coviguard Products. NutraLife warrants that the Coviguard Products will be manufactured and supplied in compliance with the specifications in the PO and in compliance with all governmental and environmental regulations, among other rules and statutes applicable to similar products intended for human use. NutraLife warrants that the Coviguard Products will be free from substantive defects in workmanship for a period of thirty (30) from the date of delivery of the shipment either to 27 Health or the third-party customer, as the case may be.

Section 1.06 The warranty does not apply to any Coviguard Products that are damaged due to the misuse, abuse, alteration or negligence of 27 Health, 27 Health’s customers or third-party customers to whom NutraHealth shall Market the Coviguard Products. NutraLife MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE COVIGUARD PRODUCTS AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Article II. Distribution.

Section 2.01 Grant of Rights.

	(a)	Subject to the terms and conditions hereof, NutraLife may elect to Market the Coviguard Products directly, without any requirement for a PO being delivered by 27 Health or accepted by NutraLife (each, a “Direct Sale”).

	(b)	In connection with any Direct Sales, 27 Health hereby grants to NutraLife the right to distribute the Products through all channels of distribution, including, without limitation, via websites, in-person sales, and any and all other channels, in the Territory. 27 Health shall not modify the Coviguard Products from their specifications as of the Effective Date, other than as required to remain in compliance with applicable law, or as agreed to by 27 Health and NutraLife.

	(c)	The Parties acknowledge and agree that 27 Health may work at present or in the future with other salespersons and other distributors with respect to the Coviguard Products, and that NutraLife’s rights hereunder with respect to the Direct Sales are not exclusive, other that as set forth herein.

Section 2.02 Payments for Direct Sales.

	(a)	All Direct Sales shall be made by NutraLife to the recipient of the Products (“Buyer”) at or below the manufacturer’s suggested retail price as set forth on Exhibit A in the column entitled “MSRP”, and otherwise on terms and schedules as agreed to by NutraLife and applicable purchaser thereof.

	(b)	Upon receipt from the Buyer for a Direct Sale, NutraLife shall pay to 27 Health an amount equal to (i) the “Distributor Price” as set forth on Exhibit A as applicable to such Direct Sale, less (ii) the total “Price to 27 Health” as set forth on Exhibit A as applicable to such Direct Sale. By way of example and not limitation, in the event that the MSRP for a unit of a Product is $3.25, the Distributor Price is $3.00 and the Price to 27 Health is $1.25, for each unit of such Product sold to a Buyer, NutraLife would pay to 27 Health the sum of $1.75 ($3.00 minus $1.25), and NutraLife shall be entitled to retain the balance of $1.50 (MSRP of $3.25 less then amount paid to 27 Health).

Section 2.03 Process of Direct Sales. All Direct Sales shall be handled as between NutraLife and the applicable Buyer, without any involvement of 27 Health being required, provided that NutraLife shall provide at least quarterly written updates with respect to the Direct Sales, including the Buyers, amounts sold and payments made and an accounting of the required payments due and paid to 27 Health.

Article III. Sales Leads.

Section 3.01 Identification of Customers.

	(a)	In the event that NutraLife identifies a potential third-party customer (collectively, the “Customers” and individually, a “Customer”) for the Coviguard Products, but does not elect to sell the Coviguard Products directly to such Customer pursuant to Article II, which election NutraLife may make in its sole discretion, NutraLife may refer such potential Customer to 27 Health and shall provide 27 Health with information with respect to the identity of the potential Customer. 27 Health will then inform NutraLife as to whether or not 27 Health or any of its Affiliates (as defined below), Representatives (as defined below) or agents (each a “27 Health Party” and collectively, the “27 Health Parties”) are currently selling any Coviguard Products to such potential Customer(s) as of such time.

	(b)	In the event that any 27 Health Party is currently selling any Coviguard Products to such potential Customer(s) as of such time, as shown by reasonable evidence provided to NutraLife is so requested (such as completed purchase orders, etc.), then such potential Customer(s) shall be termed an “Existing Customer” or “Existing Customers”).

	(c)	In the event that no 27 Health Party is currently selling any Coviguard Products to such potential Customer(s) as of such time, then such potential Customer(s) shall be termed a “NutraLife Customer” or “NutraLife Customers.”

	(d)	Subject to the forgoing and the other provisions herein, any references hereby with respect to one or more “Customers” shall be deemed a reference to either the Existing Customer or the NutraLife Customer, as applicable.

Section 3.02 Sales and Commissions.

	(a)	No payments or commissions shall be due or payable to NutraLife to any sales of Coviguard Products to Existing Customers other than the costs to 27 Health for the manufacture by NutraLife of the Coviguard Products under Purchase Orders.

	(b)	All sales to NutraLife Customers by 27 Health pursuant to this Article III shall be made at the MSRP for the applicable Coviguard Products as set forth on Exhibit A.

	(c)	For any and all sales of Coviguard Products to NutraLife Customers pursuant to this Article III, 27 Health shall pay to NutraLife commissions in the amount of 15% of the amount actually received by 27 Health with respect to any sales of Coviguard Products to NutraLife Customers. Commissions are payable within five business (5) days of 27 Health’s receipt of payment from the applicable NutraLife Customers on Coviguard Product sales. Payments will be made by direct deposit to an account as directed by NutraLife in writing.

	(d)	The payments of commissions pursuant to this Section 3.02 shall be in addition to any payments due to NutraLife pursuant to Article I.

Article IV. Additional Covenants and Agreements

Section 4.01 Applicability. The Parties acknowledge and agree that the provisions of Article I, Article II and Article III shall be applied independently, and therefore (i) Article II and Article III shall not apply with respect to POs generated by 27 Health pursuant to Article I, other than POs for the manufacture of Coviguard Products for sale to NutraLife Customers, with respect to which the provisions of Article III shall apply; (ii) Article I and Article III shall not apply in the event that NutraLife elects to manufacture and sell Coviguard Products directly pursuant to Article II; and (iii) Article II shall not apply in the event that NutraLife elects to refer any potential Customers to 27 Health pursuant to Article III, provided that the Parties agree that Article I shall continue to apply to the manufacture of the Coviguard Products for any such NutraLife Customers.

Section 4.02 Additional Agreements. In addition to the other provisions herein, the Parties agree that the following shall apply to the actions of the Parties hereunder:

	(a)	Product Documentation and Supply. 27 Health will provide to NutraLife all necessary supporting documents details relating to the Coviguard Products, including specification sheets, detailed material safety data sheets, and all other commercial documents required for the sale and distribution of the Coviguard Products.

	(b)	Marketing Costs. All trade marketing and advertising costs through NutraLife’s marketing channels with respect to NutraLife’s activities pursuant to Article II shall be borne by NutraLife (other than such costs as specifically set forth herein as to be paid by 27 Health). Notwithstanding the forgoing, the Parties agree that they may agree as to any other apportionment of extraordinary marketing and advertising costs between the Parties, such agreement to be given in the sole discretion of each Party. During the Term, 27 Health shall assist the NutraLife as reasonably requested in the NutraLife’s efforts to promote and sell the Coviguard Products, provided that, other than the provision of reasonable quantities of free product, support materials, and promotional literature, which shall be provided at no charge, NutraLife shall reimburse 27 Health for 27 Health’s actual costs related to such assistance.

Section 4.03 Customer Service; Product Refunds; Unsalable Products. With respect to any sales of Coviguard Products which are not manufactured by NutraLife (pursuant to the provisions of Section 1.01(e)) to any Buyer or Customer, 27 Health shall accept any Coviguard Products which is returned by such Buyer or Customer and shall repurchase from NutraLife at a purchase price equal to the full purchase price initially paid by NutraLife to 27 Health for such Coviguard Product for (a) any returned Coviguard Products which are unsalable only as a result of defective production; and (b) any Coviguard Products which are damaged or in otherwise an unsalable condition upon their delivery to NutraLife or the end Customer or Buyer (including, without limitation, as a result of any damaged master shippers and cartons). 27 Health will not reimburse NutraLife for any state, local or municipal excise tax stamps affixed to returned unsalable Coviguard Products, unless these Coviguard Products are deemed unsalable due to production defects. Coviguard Product’s unsalable condition will be reviewed, determined and confirmed by 27 Health, and any applicable refunds will be issued upon 27 Health’s review and determination.

Section 4.04 Alternate Manufacturers. In the event that the provisions of Section 1.01(e) are applicable, and an alternate manufacturer is engaged by 27 Health to manufacture any Coviguard Products which are then distributed by NutraLife, the Parties shall reasonably cooperate to amend this Agreement to reflect such alternate manufacturer so as to provide the Parties with substantially the same economic and operational results as though the Coviguard Products remained manufactured by NutraLife.

Section 4.05 Recall. In the event 27 Health believes that it may be necessary to conduct a field correction, market withdrawal, stock recovery, or other similar action with respect to any Product (collectively defined as a “Recall”), 27 Health shall have sole authority with respect to such Recall and the Parties shall work together to safely and effectively conduct such Recall as quickly and efficiently as possible. NutraLife shall provide the 27 Health with reasonable access to those Customers of NutraLife affected by the Recall, to the extent practicable, and all information received or compiled by NutraLife from such Customers or otherwise with respect to such Recall, except as otherwise prohibited by Law. 27 Health shall be responsible for the costs and expenses of any Recall.

Section 4.06 Annual Amendment. The Parties shall meet at least annually in the fourth calendar quarter of each year, commencing in the fourth quarter of calendar year 2021, to review and discuss the Coviguard Products and pricing as set forth on Exhibit A, provided that such review may also be completed at any other times as determined by the Parties. At such times, the Parties may, each in their sole discretion, agree to remove, to the extent applicable, one or more Coviguard Products from Exhibit A, to add certain Coviguard Products to Exhibit A or to amend any other items as set forth on Exhibit A, provided that any such amendments shall not apply to any Coviguard Products for which a Purchase Order (as defined above) has already been submitted to 27 Health, even if not fulfilled at such time.

Section 4.07 Brands. 27 Health hereby grants NutraLife the right to use the Brands, the name of 27 Health and Coviguard and any other intellectual property with respect to which 27 Health has exclusive manufacturing, sales and distribution rights under its Joint Investment and Marketing Agreement dated June 19, 2020 between 27 Health and Coviguard, solely in connection with the exercise of NutraLife’s rights and the enforcement of 27 Health’s obligations in accordance with the terms hereof. 27 Health shall provide NutraLife with any updates of its packaging, instructions, manuals, catalogues and other printed materials (including, without limitation, advertising materials) relating to the Coviguard Products, if any, within fifteen (15) calendar days of such printed materials becoming available for use. NutraLife shall notify 27 Health of any infringements of 27 Health’s intellectual property rights in the Territory of which NutraLife becomes aware. Prosecution of infringement shall be at 27 Health’s discretion and cost unless such infringement is caused by NutraLife, in which event the other provisions herein, including Article VII, shall control. Nonetheless, 27 Health agrees to and will act in good faith to maintain the value of the Brands’ and Coviguard Products’ respective intellectual property rights. Any damages received shall be credited to 27 Health. NutraLife shall offer all reasonable assistance to 27 Health in infringement procedures as well as in any other procedure to maintain the intellectual property rights related to the Coviguard Products, including submission of proof of use.

Section 4.08 Public Announcement. The Parties agree that any public announcement relating to the transactions set forth herein will not be issued containing the name of any Party without express written approval of the other Parties, unless otherwise required by applicable law. The Parties acknowledge and agree that both Lord Global and NutraLife are publicly traded entities and are required to release certain information for the purposes of compliance.

Section 4.09 Compliance with Law. Each Party shall comply with all United States federal, state and municipal securities and other applicable laws, rules, regulations, standards and orders (collectively, “Applicable Laws”) in connection with its activities hereunder; provided, however, that 27 Health shall be solely responsible for complying with all other Applicable Laws with regard to the composition, makeup, development, and manufacture of the Coviguard Products, and 27 Health shall be solely responsible for complying with all other Applicable Laws with regard to the supply, advertising and marketing of the Coviguard Products (including, without limitation, any labels affixed to the Coviguard Products and the content of any advertising or marketing materials relating to the Coviguard Products which are provided to NutraLife by 27 Health), and 27 Health’s license, distribution and sale of the Coviguard Products to third parties other than NutraLife, and shall indemnify, defend and hold harmless the NutraLife and the Existing Customers from any liability as a result of the use of the Coviguard Products or any damages resulting therefrom.

Section 4.10 Compliance with Laws and Regulatory Matters.

	(a)	General Compliance. Each of 27 Health and NutraLife shall be responsible for obtaining and maintaining all governmental registration and approvals required for the completion of its obligations hereunder, at such Party’s own expense. The Parties shall also at all times comply with all Applicable Laws (as defined above) and follow all generally accepted industry standards in accordance with all regulatory agencies, applicable to the sale and distribution of the Coviguard Products and to the operations and business of 27 Health and NutraLife throughout the Territory, including without limitation, all Applicable Laws, including federal, state and local anti-dumping and consumer protection laws and regulations, among others. The Parties shall procure all permits, licenses and insurance (including, without limitation, workers’ compensation or similar coverage) necessary or required by any governmental authority to perform its obligations under this Agreement. Each of 27 Health and NutraLife shall, upon request by the other Party, promptly provide to the requesting Party written evidence of each and all such compliance with Applicable Laws and corresponding regulations.

	(b)	Regulatory Matters. Each of the Parties shall comply with all Applicable Laws which are applicable to their respective operations, duties and obligations hereunder.

Section 4.11 Regulatory Assistance and Inquiry. Each Party agrees to cooperate, as reasonably requested by the other Party, to assist in obtaining all necessary regulatory approvals to the extent such assistance of the other Party is necessary. The Party requesting assistance shall bear the reasonable costs and expenses of the complying Party’s cooperation. Each Party shall promptly and in any event within fifteen (15) days after receipt of any notice of inquiry from any local, state, national or international regulatory agency or government department, inform the other in writing of such formal or informal inquiry relating to the Coviguard Products.

Article V. Term and Termination

Section 5.01 Term. Subject to earlier termination or extension as provided herein, the term of this Agreement shall commence upon the Effective Date and shall continue for a five (5) year period (the “Initial Term”). There shall be automatic (subject to the below) consecutive extensions of the term of this Agreement (each, a “Renewal Term” and, together with the Initial Term, the “Term”) of one (1) year duration for each Renewal Term. Subject to the terms and conditions herein, upon the expiration of the Initial Term and any later Renewal Term, the Term shall automatically be renewed for each successive Renewal Term unless either Party elects not to renew the Initial Term or any renewal term upon written notice to the other Party; provided, however, that any notice not to renew must be delivered at least thirty (30) days prior to the expiration of the Initial Term or the Renewal Term, as the case may be.

Section 5.02 Termination. This Agreement and the Term may be terminated:

	(a)	At any time upon the mutual written agreement of the Parties;

	(b)	by either Party upon ten (10) days’ prior written notice to the other Party upon the material breach by the other Party of any of its covenants, agreements, representations or warranties set forth in this Agreement, unless such breach is cured within such ten (10) days’ notice period; or

	(c)	immediately by either Party upon written notice to the other Party upon (i) the discontinuance, dissolution, liquidation and/or winding up of the other Party’s business or (ii) the making, by the other Party, of any general assignment or arrangement for the benefit of creditors; the filing by or against the other Party of a petition to have it adjudged bankrupt under bankruptcy or insolvency laws, unless such petition shall be dismissed or discharged within sixty (60) days; (iii) the appointment of a trustee or receiver to take possession of all or substantially all of such Party’s assets, where possession is not restored to the appropriate Party within thirty (30) days; or (iv) the attachment, execution or judicial seizure of all or substantially all of the other Party’s assets where attachment, execution or judicial seizure is not discharged within thirty (30) days; or

	(d)	the determination by 27 Health not to proceed with or devote further efforts to the manufacture, marketing, distribution and sale of the Coviguard Products pursuant to the a Joint Investment and Marketing Agreement dated June 19, 2020 between 27 Health and Coviguard.

Section 5.03 Effect of Termination. Upon the expiration or earlier termination of this Agreement:

(a)

Subject to the provisions of Section 5.04, all rights granted to NutraLife under this Agreement shall terminate, and all such rights shall revert back to 27 Health.

(b)

In the event of a termination of this Agreement for any reason, then, at NutraLife’s election, either (i) 27 Health shall repurchase from NutraLife within thirty (30) days of the termination of this Agreement, at a price equal to one hundred percent (100%) of the price actually paid to 27 Health by NutraLife for any applicable Coviguard Products manufactured by NutraLife in compliance with the quality standards set forth in thePOs, consistuent with ther business practices of the Parties under this Agreement, calculated on a FIFO basis, all quantities of the Coviguard Products which are unsold by NutraLife as of the effective date of termination; or (ii) NutraLife shall, following any such termination, continue to have a right to sell any Coviguard Products then received and paid for by NutraLife. Any Coviguard Products(s) required to be repurchased by 27 Health hereunder shall be delivered to 27 Health at a location designated by 27 Health and 27 Health shall be responsible for all shipping and associated costs for such return shipment as a result of this Section 5.03(b).

Section 5.04 Exclusivity and Non-Circumvention for NutraLife Customers.

	(a)	Except as otherwise expressly provided herein, including with respect to any NutraLife Customers, the rights and licenses granted under this Agreement are not exclusive to NutraLife. Subject to the terms and conditions herein, 27 Health may utilize any other 27 Health Party to distribute any Coviguard Products to any Existing Customer.

	(b)	27 Health agrees that, during the Term and for a period of two (2) years thereafter (subject to the provisions of Section 5.04(c), the “Tail Period”), 27 Health shall not, and shall use its commercially reasonable efforts to cause any 27 Health Party not to, (i) contact any NutraLife Customer with respect to the Coviguard Products without the prior notification to and approval of NutraLife; (ii) take any actions that would reasonably be expected to result in a sale of Coviguard Products to a NutraLife Customer to occur without the involvement or approval of the NutraLife; (iii) directly or indirectly, as an owner, officer, director, employee or agent, sell, give or otherwise provide any Coviguard Products to any NutraLife Customer or enter into any agreement with NutraLife Customer or any of its Affiliates with respect to the sale and purchase of any Coviguard Products without the involvement of and approval of the NutraLife or in any manner that could reasonably be expected to reduce, or in any other manner avoid or interfere with, directly or indirectly the profit amounts that would be received by NutraLife upon any sales of any Coviguard Products to such NutraLife Customer (and, with respect to the Tail Period, assuming that this Agreement had remained in effect as of such time); or (iv) utilize any 27 Health Party to circumvent or attempt to circumvent the intent of this Agreement. The Company shall cause each 27 Health Party to comply with the terms of this Section 5.04, and the Company shall be responsible for any breach of the terms and conditions hereunder by aby such 27 Health Party. Any consent required pursuant to this Section 5.04 may be given or withheld in the sole discretion of the NutraLife. The Parties acknowledge and agree that the intent of this Section 5.04(b) is that, among other things, in the event that the Tail Period applies, no sales of any Coviguard Products to any NutraLife Customer shall be made unless NutraLife receives the profit that it would have made on such sale in the event that such sale had been made during the Term as a result of NutraLife marketing efforts. In the event that any such sale in the Tail Period is for a new previously unsold Coviguard Product, the Parties shall reasonably agree on what would be a customary profit or commission for such sales of such Coviguard Products. The Parties further acknowledge and agree that NutraLife may consent to sales of Coviguard Products to a NutraLife Customer by 27 Health or a 27 Health Party during the Tail Period conditioned on customary and reasonable commissions being paid to NutraLife with respect to such sales.

(c)

Notwithstanding the provisions of Section 5.04(b), in the event that 27 Health terminates this Agreement pursuant to the provisions of Section 5.02(b) due to a material uncured breach by NutraLife of any of its covenants, agreements, representations or warranties set forth in this Agreement, then the Tail Period as set forth in Section 5.04(b) shall not apply and shall be deemed null and void following such termination.

Article VI. Representations and Warranties

Section 6.01 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that the representing party is an entity duly organized, validly existing and in good standing under the laws of the State of its organization and it has the complete right, power and authority to enter into this Agreement and the ability, power, and authority to perform all of its obligations hereunder, and this Agreement constitutes a valid and legally binding obligation of such representing Party, enforceable against such Party in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights generally.

Section 6.02 Representations and Warranties of NutraLife. NutraLife represents and warrants to 27 Health that:

	(a)	no consent or approval is required by any Person for NutraLife to enter into this Agreement or for NutraLife to exercise the rights granted hereunder and the execution, delivery and performance by NutraLife of this Agreement and the consummation of the transactions contemplated herein do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of NutraLife; or (ii) conflict with or result in a violation or breach of any provision of any Applicable Law or Governmental Order applicable to NutraLife;

	(b)	no consent, approval, permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to NutraLife in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein;

	(c)	there are no pending or threatened actions, suits or claims against NutraLife or any of its Affiliates that would impair NutraLife’s ability to enter into this Agreement;

	(d)	NutraLife is now in compliance in all material respects with all Applicable Laws relating to its business; and

	(e)	NutraLife possesses and shall maintain in full force and effect at all times during the term of this Agreement all licenses, permits and similar authorizations required for the performance of its obligations hereunder.

Section 6.03 Representations and Warranties of 27 Health. 27 Health represents and warrants to NutraLife the following:

	(a)	no consent or approval is required by any Person for 27 Health to enter into this Agreement or for 27 Health to exercise the rights granted hereunder and the execution, delivery and performance by 27 Health of this Agreement and the consummation of the transactions contemplated herein do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of NutraLife; or (ii) conflict with or result in a violation or breach of any provision of any Applicable Law or Governmental Order applicable to NutraLife;

	(b)	no consent, approval, permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to 27 Health in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein;

	(c)	there are no pending or threatened actions, suits or claims against 27 Health or any of 27 Health’s Affiliates (i) relating to the Coviguard Products or (ii) that would impair 27 Health’s ability to enter into this Agreement;

	(d)	27 Health has not entered into any oral or written contract or negotiations with any third parties which would impair the rights granted to NutraLife under this Agreement, or limit the effectiveness of this Agreement, nor is it aware of any claims or actions which may limit or impair any of the rights granted to NutraLife hereunder; provided that, notwithstanding the prior provisions of this Section 6.03(d), the Parties acknowledge and agree that the rights granted to NutraLife under his Agreement are non-exclusive and nothing contained herein is intended to preclude 27 Health or a 27 Health Party from marketing and selling the Coviguard Products to any Existing Customer or any other third-party customer that is not a NutraLife Customer;

	(e)	other than as specifically referenced herein, all intellectual property rights, materials and work product relating to the Coviguard. Products are owned by 27 Health and, to 27 Health’s knowledge, do not infringe or violate any copyrights, trademarks, trade secrets, patents or other proprietary rights of any kind belonging to any third party or violate any right of privacy, right to publicity, misappropriate anyone’s name or likeness or contain any defamatory, obscene or illegal material;

	(f)	27 Health is now in compliance in all material respects with all Applicable Laws relating to its business and Coviguard Products in the Territory; and

	(g)	the Coviguard Products sold to NutraLife by 27 Health hereunder will be free and clear of any liens or encumbrances created by 27 Health.

Article VII. Indemnification

Section 7.01 Indemnification by 27 Health. 27 Health shall indemnify, defend and hold NutraLife and its Affiliates, and its and their respective shareholders, members, managers, directors, officers, agents, employees, and representatives, as the case may be (collectively, “Representatives”), harmless from and against any and all actual damages, fines, fees, penalties, liabilities, claims, losses, demands, suits, judgments, awards, settlements, actions, obligations, costs and expenses (including reasonable costs of attorneys, accountants and other experts or other reasonable expenses of litigation or other Actions (as defined below) or of any default or assessment (collectively, “Losses”) that are caused by or shall arise out of any of the following: (i) any product liability claims or claims for property damage, personal injury or death arising from or relating to any use of the Coviguard Products; (ii) any actions by Persons claiming ownership or other rights in the Coviguard Products or the intellectual property rights relating thereto other than to the extent caused by the actions of NutraLife; (iii) any actual or alleged infringement by the Coviguard Products or any intellectual property rights relating thereto, or any advertising materials with respect thereto, in each case to the extent provided by 27 Health, of any intellectual property rights of any third parties or misappropriation of any trade secrets of any third parties; (iv) 27 Health’s breach of any representations, warranties, covenants or agreements contained in this Agreement, unless the Loss arises from the gross negligence of NutraLife or any of its Representatives; (v) any claims or actions arising out of the failure by 27 Health to comply with any Applicable Laws relating to the development, manufacturing, advertising, marketing, labeling, distribution or sale of the Coviguard Products (except as otherwise subject to indemnification by NutraLife in accordance with Section 7.02, (vi) any class actions or governmental or regulatory investigations, inquiries, or actions relating to 27 Health’s business or the Coviguard Products; or (v) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with 27 Health (or any Person acting on its behalf) in connection with any transactions contemplated herein.

Section 7.02 Indemnification by NutraLife. NutraLife shall indemnify, defend and hold 27 Health and its Affiliates and its and their Representatives harmless from and against any and all Losses that are caused by or shall arise out of (i) any claims or actions arising out of the failure by NutraLife or its Representatives to comply with its obligations hereunder with respect to any Applicable Laws relating to NutraLife’s distribution of the Coviguard Products in the Territory (except to the extent any such Losses are caused by or relate to the Coviguard Products or any materials provided or made available by 27 Health or its contractors and agents to NutraLife); or (ii) NutraLife’s breach of any representations, warranties, covenants or agreements contained in this Agreement, unless the Loss arises from the gross negligence of 27 Health or any of its Representatives, or (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with NutraLife (or any Person acting on its behalf) in connection with any transactions contemplated herein.

Section 7.03 Procedures for Indemnification; Defense.

(a)

Definition. The Person entitled to indemnification under this Article VII is referred to as the “Indemnified Party” and the Party obligated to provide indemnification under this Article VII is referred to as the Indemnifying Party”).

	(b)	Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for taxes or otherwise (each, an “Action” made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 7.03(c), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

	(c)	Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 7.03(c). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 7.03(b), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

	(d)	Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

	(e)	Cooperation. Upon a reasonable request made by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder in respect of any Direct Claim, hereby agrees to consult with the Indemnifying Party and act reasonably to take actions reasonably requested by the Indemnifying Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs or expenses associated with taking such actions shall be included as Losses hereunder.

Section 7.04 Periodic Payments. Any indemnification required by this Article VII for reasonable costs, disbursements or expenses of any Indemnified Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the Indemnifying Party to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are incurred. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VII, the Indemnifying Party shall satisfy its indemnification obligations within thirty (30) calendar days of such agreement or adjudication.

Section 7.05 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement actually received.

Section 7.06 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.

Section 7.07 Limitation on Damages. In no event will any Party be liable to any other Party under or in connection with this Agreement or in connection with the transactions contemplated herein for special, general, indirect, consequential, or punitive or exemplary damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the possibility of such damage.

Article VIII. Miscellaneous

Section 8.01 Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to be in default under, or in breach of any provision of, this Agreement for failure or delay in fulfilling or performing any obligation of this Agreement, other than the obligation to make money payments, when such failure or delay is due to a Force Majeure Event (as defined below), and without the fault or negligence of the Party so failing or delaying. The Party whose performance is affected by a Force Majeure Event (the “Affected Party”) shall give prompt notice to the other Party stating the details and expected duration of the event. Once said notice is given, the Parties shall keep each other appraised of the situation until the Force Majeure Event terminates or this Agreement is terminated, whichever occurs first. If the performance of the Affected Party does not resume within six (6) months of the occurrence of a Force Majeure Event, the other Party shall have the right to terminate this Agreement without penalty. “Force Majeure Event” shall mean any event beyond the reasonable control of the Party affected by such circumstance, including, but not limited to, an act of God, delay or loss in transportation, fire, flood, earthquake, storm, war, terrorism, riot, revolt, act of public enemy, embargo, explosion, civil commotion, strike, labor dispute, loss or shortage of power, impossibility of obtaining or shortage in supply of raw materials or finished Product, or any adverse determination with respect to any law, rule, regulation, or order, or any other action by any third party, public authority, or regulatory body that prohibits or materially impairs either Party from performing its obligations under this Agreement, provided that the Parties acknowledge and agree that they are entering into this Agreement during the current COVID-19/coronavirus pandemic and have considered the effects thereof, and such pandemic shall not constitute a “Force Majeure Event”.

Section 8.02 Notices. All notices under this Agreement shall be in writing. Notices may be served by certified or registered mail, postage paid with return receipt requested; by private courier, prepaid; by other reliable form of electronic communication; or personally. Mailed notices shall be deemed delivered five (5) days after mailing, properly addressed. Couriered notices shall be deemed delivered on the date that the courier warrants that delivery will occur. Electronic communication notices shall be deemed delivered when receipt is either confirmed by confirming transmission equipment or acknowledged by the addressee or its office. Personal delivery shall be effective when accomplished. Any Party may change its address by giving notice, in writing, stating its new address, to the other Party. Subject to the forgoing, notices shall be sent as follows:

If to NutraLife:

NutraLife Biosciences, Inc.

Attn: Edgar Ward

6601 Lyons Road, Suite L-6

Coconut Creek, FL 33073

Email: edgar@nutralifebiosciences.com

With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: John Cacomanolis

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: JCacomanolis@anthonypllc.com

If to the Company, to:

27 Health, Inc.

Attn: Joseph Frontiere

2140 South Dupont Hwy

Camden, DE 19934

Email: JFrontiere@gmail.com

With a copy, which shall not constitute notice, to:

The Lonergan Law Firm, LLC

Attn: Lawrence R. Lonergan, Esq.

96 Park Street

Montclair, NJ 07042

Email: llonergan@wlesq.com

Section 8.03 Entire Agreement. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings between the Parties, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written, except as herein or therein contained.

Section 8.04 Survival. The provisions of Section 5.04, Article VII and Article VIII of this Agreement, and such additional provisions as required to give effect thereto, shall survive any termination or expiration hereof, and provided that no expiration or termination of this Agreement shall excuse a Party for any liability for obligations arising prior to such expiration or termination.

Section 8.05 Binding Effect; Assignment. This Agreement shall be binding upon the Parties, their heirs, administrators, successors and assigns. Except as otherwise provided in this Agreement, neither Party may otherwise assign or transfer its interests herein, or delegate its duties hereunder, without the written consent of the other Party. Any assignment or delegation of duties in violation of this provision shall be null and void.

Section 8.06 Amendment. Other than as specifically set forth herein, no amendment, modification, termination, discharge or change (collectively, “Amendment”) of this Agreement shall be valid and effective, unless the Parties shall unanimously agree in writing to such Amendment.

Section 8.07 Further Assurances. Following the Effective Date and until the earlier termination of this Agreement in accordance with its terms, subject to extension in the event that the Tail Period is applicable, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated herein.

Section 8.08 No Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver.

Section 8.09 Gender and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require.

Section 8.10 Headings. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.

Section 8.11 Governing Law. This Agreement, and any dispute arising out of, relating to, or in connection with this Agreement, shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

Section 8.12 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 8.13 Enforcement of the Agreement; Jurisdiction; No Jury Trial.

(a)

Subject to Section 8.12 and Section 8.14, each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising under this Agreement, or for recognition and enforcement of any judgment or arbitral award or resolution in respect of this Agreement, shall be brought and determined exclusively in the courts of the State of Florida located in Broward County, Florida or in the event (but only in the event) that such courts do not have subject matter jurisdiction over such action or proceeding, in the United States District Court sitting in Broward County, Florida (the “Selected Courts”). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Selected Courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Selected Courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Selected Courts for any reason other than the failure to serve in accordance with this Section 8.13; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) to the fullest extent permitted by law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum; (ii) the venue of such suit, action or proceeding is improper; or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by the Selected Courts.

(b)

Section 8.14 Arbitration. Other than as set forth in Section 8.12, any controversy, claim or dispute arising out of or relating to this Agreement shall be resolved by arbitration in Coconut Creek, Florida pursuant to then-prevailing rules of the American Arbitration Association. The arbitration shall be conducted by three arbitrators, with one arbitrator selected by each Party and the third arbitrator selected by the two arbitrators so selected by the Parties. The arbitrators shall be bound to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed by both Parties that the arbitrators’ decision is final, and that no Party may take any action, judicial or administrative, to overturn such decision. The judgment rendered by the arbitrators may be entered in the Selected Courts. Each Party will pay its own expenses of arbitration and the expenses of the arbitrators will be equally shared provided that, if in the opinion of the arbitrators any claim, defense, or argument raised in the arbitration was unreasonable, the arbitrators may assess all or part of the expenses of the other Party (including reasonable attorneys’ fees) and of the arbitrators as the arbitrators deem appropriate. The arbitrators may not award either Party punitive or consequential damages.

Section 8.15 Attorneys’ Fees. If any Party hereto is required to engage in litigation against any other Party, either as plaintiff or as defendant, in order to enforce or defend any rights under this Agreement, and such litigation results in a final judgment in favor of such Party (“Prevailing Party”), then the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorneys’ fees, court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party’s rights hereunder.

Section 8.16 Severability; Expenses. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible. Except as otherwise specifically provided in this Agreement, each Party shall be responsible for the expenses it may incur in connection with the negotiation, preparation, execution, delivery, performance and enforcement of this Agreement.

Section 8.17 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to confer upon any other person or entity any rights or remedies of any nature whatsoever under or by reason of this Agreement other than as specifically set forth herein, including, without limitation, in Article VII.

Section 8.18 Certain Definitions. For purposes of this Agreement, the following terms have the following meanings:

	(a)	“Affiliate” means, with respect to a specified Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or to cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

	(b)	“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

	(c)	“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

	(d)	“Law” or “Laws” shall mean all present and future laws, as amended from time to time, including, without limitation, any rules, orders, ordinances, regulations, statutes, requirements, codes, executive orders, binding restrictions, rules of common law, and any judicial interpretations thereof, extraordinary as well as ordinary, of all Governmental Authorities, and all rules, regulations, and government orders with respect thereto.

	(e)	“Person” means, any individual, corporation, partnership, limited liability company, trust, estate, or other entity, unincorporated organization or government, or other agency or political subdivision thereof.

Section 8.19 Execution in Counterparts, Electronic Transmission. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.

[Signatures appear on following page]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

	NutraLife Biosciences, Inc.

	By:	/s/ Edgar Ward
	Name:	Edgar Ward
	Title:	Chief Executive Officer

	27 Health, Inc.

	By:	/s/ Joseph Frontiere
	Name:	Joseph Frontiere
	Title:	Chief Executive Officer

EXHIBIT A

Products, Pricing Structure

Product	Price to 27 Health	MSRP	Distributor Price	Minimum Order Quantity

Covi-Guard 2 oz. Oral sanitizer	$1.25			25,000 units

Exhibit 99.1

NutraLife BioSciences, Inc. Signs Multi-Year Manufacturing, Distribution and Sales Agreement with Lord Global Corporation Subsidiary for the Launch of Covi-Guard™ Oral Sanitizer

Coconut Creek, FL, November 5, 2020 NutraLife BioSciences, Inc. (“NutraLife”) (OTC: NLBS) is pleased to announce that it has entered into a multi-year Manufacturing, Distribution and Sales Agreement with 27Health Inc. (“27Health”), a wholly owned subsidiary of Lord Global Corporation (“Lord Global”) (OTC: LRDG) for the launch of 27Health’s Covi-Guard™ Oral Sanitizer. Simultaneously, NutraLife, Lord Global and 27Health also entered into a Stock Purchase Agreement pursuant to which (i) NutraLife acquired shares of Lord Global preferred stock convertible into approximately 15.7% of Lord Global’s issued and outstanding common stock, subject to a 4.99% equity blocker, and (ii) 27Health acquired 12,500,000 shares of NutraLife common stock, representing approximately 7.9% of NutraLife’s issued and outstanding common stock.

27Health is the exclusive marketer and producer of the Covi-Guard™ family of oral sanitizers. Covi-Guard™ is a patent-pending oral mouthwash and spray which may dramatically help to lower the viral and bacterial load in the oral cavity. According to a recent Penn State University study published in the Journal of Medical Virology, certain mouthwashes and oral rinses may ‘inactivate’ coronaviruses. Covi-Guard^TM’s several active ingredients individually and in combination destroy the lipid envelope of viruses, including coronaviruses. This combats virus replication in the mouth and throat and 27Health believes the product may help disrupt the transmission of coronaviruses. Covi-Guard^TM has not been proven to prevent, or cure, COVID-19, and does not replace does not replace the need for masks and social distancing. All of the ingredients are currently used, especially in dental offices, and the product line will carry an FDA OTC moniker.

Pursuant to the Manufacturing, Distribution and Sales Agreement, NutraLife will act as 27Health’s primary Covi-Guard^TM manufacturer. If demand is greater than NutraLife’s significant capacity (initially 30,000 units/day), 27Health may use other manufacturers. In addition to being 27Health’s primary manufacturer, NutraLife will also be a non-exclusive wholesaler, agent, and fulfillment center for the Covi-Guard^TM family of products. NutraLife believes that this will enable NutraLife to significantly increase its operating margins by acting in multiple roles.

Edgar Ward, CEO of NutraLife said, “We believe the market for the Covi-Guard™ family of products, especially the 2 oz. spray and the 1-day use product, that we specialize in, is vast. The opportunity to not only be the primary Covi-Guard^TM manufacturer , but its wholesaler, fulfillment center, and an agent, as well, is a big opportunity. We are extremely excited to work with 27Health to help make a dent in this pandemic.”

Joseph Frontiere, CEO of 27Health and Lord Global, said “We are excited to find such a powerful one-stop-shop for our signature product line, Covi-Guard™. As we previously announced, we believe the market for an oral sanitizer is extremely significant. The overall deal with NutraLife enables 27Health to work very closely with NutraLife to help make this a great product. We are extremely fortunate to find such a partner and to become a significant shareholder of NutraLife.”

About the Company

NutraLife BioSciences, Inc. operates a multifaceted life sciences company. For more than seven years, NutraLife has manufactured and distributed private label and branded nutraceutical and skincare wellness products.

Forward-Looking Statements

This press release contains statements of a forward-looking nature about NutraLife Biosciences, Inc. (the “Company”). You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “future” or other similar expressions. The Company has based these forward-looking statements primarily on the Company’s current expectations and projections about future events and financial trends that the Company believes may affect Company’s financial condition, results of operations, business strategy, and financial needs. There is no assurance that the Company’s current expectations and projections are accurate. All forward-looking statements in this press release are based on the Company’s information on the date hereof. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results to differ materially from those implied by the forward-looking statements. More detailed information about these risk factors is set forth in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on April 2, 2019, as amended. The Company operates in a rapidly evolving environment. New risk factors emerge from time to time. The Company does not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.

Contact:

NutraLife BioSciences, Inc.

6601 Lyons Road, Suite L-6

Coconut Creek, FL 33073

Telephone 888-509-8901