8-K - LIMX - Equibles

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

June1, 2023

Date

of Report (Date of earliest event reported)

LimitlessX Holdings Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-56453	81-1034163
(State<br> or other jurisdiction	(Commission<br> File Number)	(I.R.S.<br> Employer
of<br> incorporation)		Identification<br> No.)

9454Wilshire Blvd., #300, Beverly Hills, CA 90212

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

855-413-7030

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 (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
☐	Pre-commencement<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined 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 ☐

If an emerging growth company, indicate by check mark 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. ☐

Item1.01. Entry into a Material Definitive Agreement

Saleof Vybe Labs, Inc. Stock

On June 1, 2023, Limitless X Holdings Inc. (the “Company”) entered into an Agreement for Purchase and Sale of Stock (the “Vybe Sale Agreement”) with Emblaze One, Inc., a Nevada corporation, (“Emblaze”) wherein the Company sold all 5,000 of its shares of common stock of its wholly owned subsidiary Vybe Labs, Inc., a Delaware corporation (“Vybe”) as full payment and settlement of a debt in the amount of $1,167,011 owed by the Company to Emblaze under two certain Loan Authorization and Agreements dated April 1, 2022, in the principal amount of $237,610 and December 31, 2022, in the principal amount of $929,401 (collectively, the “Notes”). Emblaze is a company 100% owned by the Company’s Chief Executive Officer and Chairman of the Board of Directors and majority shareholder, Jaspreet Mathur (“Mathur”). Therefore, the Vybe Sale Agreement is a related party transaction which was evaluated by and voted upon by the disinterested board of directors as to whether the transaction was fair, reasonable, at arm’s-length, and in the ordinary course of business.

A copy of the Vybe Sale Agreement is attached hereto as Exhibit 10.1.

FundingCommitment Agreement

On June 3, 2023, the Company entered into a Funding Commitment Agreement (the “Funding Commitment”) with its Chief Executive Officer and Chairman of the Board of Directors, Jas Mathur, wherein Mr. Mathur committed to provide up to $1,000,000 of working capital to the Company over the next six months. Mr. Mathur agreed to the Funding Commitment in exchange for a one year convertible promissory note for each drawdown amount advanced to the Company with an annual interest rate of 10% and a balloon payment of principal and interest due at maturity, unless Mr. Mathur elects to convert the outstanding principal and interest into Preferred Class B stock of the Company at the conversion price of $1.50 per share; provided, however, Mr. Mathur may only covert each note within the term of the Funding Commitment, in the event of the occurrence of the earlier of a public offering of securities of the Company pursuant to a registration statement filed with the United States Securities and Exchange Commission and declared effective pursuant to the Securities Act of 1933, upon completion of which the Company has a class of stock registered under the Securities Exchange Act of 1934 and that stock is listed on a national stock exchange, or a liquidation, merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation. For the avoidance of doubt, a national stock exchange includes Nasdaq, NYSE, and NYSE American, but excludes any over-the-counter quotation systems or trading platforms. The Funding Commitment is a related party transaction by Mr. Mathur which was evaluated by and voted upon by the disinterested board of directors as to whether the transaction was fair, reasonable, at arm’s-length, and in the ordinary course of business.

A copy of the Funding Commitment is attached hereto as Exhibit 10.2.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit<br><br> <br>Number	Description
10.1	Agreement for Purchase and Sale of Stock, dated June 1, 2023
10.2	Funding Commitment Agreement, dated June 3, 2023
104	Cover<br> Page Interactive Data File (formatted as an Inline XBRL document)

SIGNATURES

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

	Limitless X Holdings Inc.
Dated:<br> June 6, 2023	By:	/s/ Jaspreet Mathur
		Jaspreet<br> Mathur
		Chief<br> Executive Officer

Exhibit10.1

AGREEMENT FOR PURCHASE AND SALE OF STOCK

This Agreement for Purchase and Sale of Stock (“Agreement”) is made as of June 1, 2023, by and among Limitless X Holdings Inc. (“Seller”) and Emblaze One, Inc. (“Buyer”). The stock that is the subject of this Agreement (hereinafter “Stock”) is 5,000 shares of capital stock of Vybe Labs, Inc., a Delaware corporation (hereinafter “the Corporation”).

R E C I T A L S

A. Buyer desires to purchase from Seller and Seller desires to sell to Buyer the Stock owned by Seller on the terms and subject to the conditions set forth in this Agreement; Corporation desires that this transaction be consummated.

B. Seller owns, of record and beneficially, 100%, or 5,000 shares, of all the issued and outstanding shares of common stock of Corporation (“the Stock”).

NOW,THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, the parties hereto agree as follows:

1.	Sale and Transfer of the Stock

Subject to the terms and conditions of this Agreement, on the Closing Date, Seller will sell, convey, assign, transfer, and deliver to Buyer, and Buyer will purchase from Seller, the Stock.

Seller and Buyer are each active in and knowledgeable about the business, products, affairs, properties, risks, liabilities and prospects of the Corporation and each party has made its, his or her own independent judgment about the value of the Stock and is not relying on any representation or warranty, express or implied, about the value of the Stock or the past or future prospects of the Corporation. Each party assumes in full all risks of any nature whatsoever concerning the value of the Stock and each party forever and unconditionally waives any and all claims he or she may have against the other party or the Corporation, or the Corporation’s officers, directors or shareholders, based on or related to the value of the Stock.

2.	Consideration

In consideration for the sale and transfer of the Stock, Buyer agrees to an accord and satisfaction of the debt owed by Seller to Buyer in the total amount of $1,167,011. On the Closing Date, all debt instruments on the books and records between Buyer and Seller shall be deemed fully satisfied, and cancelled as paid in full.

3.	Closing Date / Escrow

The transaction contemplated by this Agreement is anticipated to close on or about June 1, 2023, to be determined pending approval of the Board of Directors of Seller, which is a publicly traded company (the “Closing Date”). The closing of the transaction contemplated herein shall take place at the existing business location in Beverly Hills, California (“the Closing”).

| 1 |

| --- | | A. | At<br> the Closing, Buyer will deliver to Seller all promissory notes and other debt instruments<br> marked “Satisfied” and voided, and will update all of its accounting to show<br> Seller’s debt as being fully paid. | | --- | --- | | B. | At<br> the Closing, Seller will deliver to Buyer each of the following: | | --- | --- |

i. A fully executed copy of this Agreement.

ii. The Stock, duly endorsed by Seller for transfer to Buyer, allocated as 100% to Buyer.

iii. Any and all corporate records in possession of Seller.

iv. Written resignation in the form of a corporate resolution whereby Seller any of Seller’s designees or appointed officers and directors, if any, resign from the positions.

v. And any other transfer documents that may be necessary to effectuate the purchase and sale, including but not limited to all records of intellectual property filings and registrations, all records related to inventory, bank account information and access documents, and all other business records.

4.	Conditions Precedent to Closing

The Closing, and Buyer’s duty to perform, shall be contingent upon satisfaction or Buyer’s written waiver of the following:

A.	Seller<br> to obtain authorization from the Board of Directors, in a vote or a written consent, to be<br> signed on or before the Closing Date.
B.	Buyer<br> to obtain a new lease or assignments of any existing leases for the Corporation to operate<br> and remove Seller from any and all liability as to the lease(s), if any.
---	---
C.	Buyer<br> shall have initiated the change in registrations for all intellectual property filed and/or<br> registered by Seller.
---	---
D.	Buyer<br> to remove Seller and any of its principals as personal guarantors, and/or from any and all<br> liability, in connection with any corporate line of credit and credit cards or other debts,<br> and provide Seller with written confirmation of same.
---	---

Once these conditions are met, the Closing will occur.

5.	Representations and Warranties of Seller

As of the date hereof and the Closing Date, Seller represents and warrants to Buyer the following, the truth and accuracy of each of which shall constitute a condition precedent to the obligations of Buyer, and which shall survive the Closing Date:

5.1 Organization. Corporation is a corporation, duly formed, validly existing, and in good standing under the laws of the State of Delaware.

| 2 |

| --- |

5.2 Authority. Seller has full power and authority to enter into and consummate the transaction contemplated by this Agreement and. when executed, this Agreement will be a legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy laws, laws affecting creditors’ rights generally and equitable principles.

5.3 Title to Subject Shares. The Stock is owned, beneficially and of record, by Seller, all of which shares are free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions, other than restrictions that may be set forth in any permits issued by the California Commissioner of Corporations or otherwise imposed by the California Corporations Code. The Stock represents all of the issued and outstanding shares of stock, and there are no outstanding warrants or options to issue additional stock in Corporation.

5.4 Title to Intellectual Property. Seller represents and warrants that it has filed and/or obtained registrations for Vybe and all related Vybe marks with the US Patent and Trademark Office, and that it will cooperate in the transfer of such marks to Buyer, at Buyer’s cost.

5.5 Tax Returns and Audits. To the best of Seller’s knowledge, and within the time and in the manner prescribed by law, Corporation has filed all federal, state, and local tax returns required by law and has paid all taxes, assessments and penalties due and payable attributable to Corporation’s business. There are no present disputes as to taxes of any nature payable by Corporation.

5.6 Compliance With Laws. To the best of Seller’s knowledge, Corporation and Seller have (a) complied with all laws, ordinances, regulations and orders applicable to the conduct of the Corporation and the Business, and has not received any notice asserting or alleging any noncompliance, and (b) filed with the proper authorities each statement, report, information and form required by each such authority.

5.7 Legal Actions. To the best of Seller’s knowledge, there are no actions, suits or proceedings pending or threatened against Seller or Corporation which, individually or in the aggregate, could have a material adverse effect on any of the Corporation’s assets, the transactions contemplated herein or the operation of the Business after the Effective Date, whether at law or in equity. Corporation is not in default with respect to any order or decree of any federal, state or local court, department, agency, or arbitrator, which is directed against it, and is not in violation of any applicable federal, state or local law or regulation which would have a material adverse effect on the transactions contemplated herein after the Closing Date.

5.8 Material Misstatements or Omissions. No representation or warranty of Seller contained in this Agreement, or in the Exhibits hereto, or in any document furnished or to be furnished pursuant to this Agreement, contains, or on the Closing Date will contain, an untrue statement of a material fact, or omits or will omit to state on the Closing Date a material fact, necessary to make the statements of fact herein or therein contained not misleading.

5.9 Financial Statements. To the best of Seller’s knowledge, all financial statements provided to Buyer fairly present the results of operation and financial position of Seller’s business for the periods and at the dates therein specified, and contain no material misrepresentation.

| 3 |

| --- |

6.	Representations and Warranties of Buyer

As of the date hereof and as of the Closing Date, Buyer represents and warrants to Seller the following, the truth and accuracy of each of which shall constitute a condition precedent to the obligations of Seller and which shall survive the Closing Date:

6.1 Authority. Buyer has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby and, when executed, this Agreement will be a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy laws.

6.2 Reporting. Buyer understands and acknowledges that Corporation will be required to report the transaction contemplated herein to the Securities Exchange Commission.

6.3 Profits. Buyer is aware that all profits are future, and that Seller makes no representations related thereto other than the material representation that Seller has not and will not take any action to hinder the ability for the Business to make profits or cause the Business any damage or exposure to liability form any third party.

7.	Due Diligence

Buyer has reviewed the Corporations books, records, financial statements, and the operation of the Business, and has approved thereof.

8.	Indemnification

8.1 Buyer and Corporation shall indemnify, defend and hold harmless Seller, its agents, successors, and assigns from and against any and all claims, demands, losses, liabilities, costs, expenses, obligations and damages, including, without limitation, debts, interest, penalties and reasonable attorneys’ fees, suffered or incurred by Seller which arise, result from or relate to (a) a material breach of any of the provisions of this Agreement by Buyer, or (b) the conduct and operation of the Corporation’s business from after the Closing Date unless otherwise agreed by the Parties.

8.2 In the event any claim for indemnification hereunder arises on account of a claim or action made or instituted by a third person against the party to be indemnified, the party to be indemnified shall notify the indemnifying party, in writing, promptly after the receipt of notice by the party to be indemnified that such claim was made or that such action was commenced. The indemnifying party shall be entitled to participate in the defense of any such claim or action by counsel of its own choosing, which counsel shall be reasonably satisfactory to the indemnified party. If the indemnifying party shall participate in the defense of such claim or action, the same shall not be settled without its written consent, which consent shall not unreasonably be withheld, conditioned, or delayed.

9.Understanding of Risks. Buyer is fully aware of: (i) the highly speculative nature of the investment in the Stock; (ii) the financial hazards involved; (iii) the lack of liquidity of the Stock and the restrictions on transferability of the Stock; and, (iv) the financial condition of the Corporation; and (v) the tax consequences of and investment in the Stock.

| 4 |

| --- |

10.	General Provisions

10.1 Further Assurances. After the Closing Date, Seller and Buyer shall execute and deliver all such further instruments and documents and shall perform all other acts which the other may reasonably request in order to further effect or perfect the sale and transfer of the Stock to Buyer as contemplated in this Agreement.

10.2 Time. Time is of the essence to the parties’ performance per this Agreement.

10.3 Notices. All notices, statements or demands shall be in writing and shall be served in person, by facsimile, by express mail, by certified mail or by private overnight delivery to the last known addresses of each party. Service shall be deemed conclusively made (a) at the time of service, if personally served, (b) twenty four (24) hours after deposit in the United States mail, properly addressed and postage prepaid, if served by express mail, (c) five (5) days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail and (d) twenty four (24) hours after delivery by the party giving the notice, statement or demand to the private overnight deliverer, if served by private overnight delivery.

10.4 Waivers. A waiver of any of the terms and conditions of this Agreement in any one instance shall not be deemed a waiver of such term or condition for the future, or of any subsequent breach, nor shall it be deemed a waiver of performance of any other obligation.

10.5 Disputes. In the event a dispute shall arise between the parties, whether based on contract, tort, statute or other legal theory, arising out of or related to this Agreement, resulting in litigation, in addition to such other relief as may be awarded by the courts, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, expenses and costs.

10.6 Confidentiality. Seller and buyer shall keep confidential the purchase price and terms of this Agreement.

10.7 Mediation. Any controversy or dispute arising out of or relating to this Agreement or the interpretation hereof shall be subject to a good faith mediation. Mediation shall be governed by the confidentiality requirements contained in Delaware state law. If any party commences an action for any dispute or claim to which this paragraph applies without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorneys’ fees, even if they would otherwise be available to that party in any such action.

10.8 Arbitration. Any controversy or dispute arising out of relating to this Agreement or the subject matter hereof, or breach thereof, which cannot be resolved through mediation, shall be settled by arbitration in Los Angeles County, California, with Signature Resolution or such other arbitration services as the parties may agree to in writing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The party prevailing in such arbitration shall be entitled to be paid all legal expenses and costs. The arbitrator shall be empowered to order such discovery as the arbitrator deems necessary or appropriate for the purpose of expeditiously and fairly resolving in such controversy.

| 5 |

| --- |

10.9 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the successors and assignees of the parties.

10.10 Headings. The subject headings of this Agreement are for convenience only and shall not in any way affect the construction or interpretation of any provision of this Agreement.

10.11 Severability. If any provision of this Agreement, as applied to any party or to any circumstance, shall be found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision, the application of any such provision in any other circumstance, or the validity or enforceability of this Agreement.

10.12 Advice of Counsel. The Parties acknowledge that they have each been given the opportunity to consult with counsel and to be represented in relation to this Agreement and are fully aware of their rights and obligations hereunder. The Parties have either been advised by counsel or having had a reasonable opportunity to seek the advice of counsel have affirmatively decided not to consult counsel.

10.13 Governing Law. This Agreement shall be governed by, construed in accordance with and enforced under the laws of the State of Delaware.

10.14 Authority to Sign. Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement.

INWITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

“Seller”		“Buyer”
	/s/ Kenneth Haller		/s/ Reid Granados
	Limitless<br> X Holdings, Inc.		Emblaze<br> One, Inc
By:	Kenneth<br> Haller, President	By:	Reid<br> Granados, CFO
“Corporation”
	/s/ Jaspreet Mathur
	Vybe<br> Labs, Inc.
By:	Jaspreet<br> Mathur, CEO

| 6 |

| --- |

Exhibit 10.2

FUNDING COMMITMENT AGREEMENT

This FUNDING COMMITMENT AGREEMENT (this “Agreement”) is entered into on June 3, 2023 (the “Effective Date”) by and between Limitless X Holdings Inc., a Delaware corporation (the “Company”) and Jaspreet Mathur, an individual (the “Lender”).

WHEREAS, the Company seeks working capital for the Company in order to continue to move forward with its business plans;

WHEREAS, the Company desires to have funds available to it in order to continue its business and is seeking a capital partner to commit to $1,000,000 for a six month term;

WHEREAS, the Lender has expressed interest in supporting the Company’s business and being a capital partner for the initial term of six month; and

WHEREAS, the Lender has agreed to commit to funding the costs of the Company for a limited term in exchange for a convertible promissory note and other consideration, as more fully set forth in this Agreement.

NOW,THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto, the parties agree as follows:

1. Maximum Commitment. The Lender agrees to make certain funds available to the Company in an amount not to exceed $1,000,000 in the aggregate (the “Maximum Commitment”), beginning on the Effective Date and for a period of one year thereafter (the “Term”) in accordance with the funding schedule and consideration set forth below.

2. Funding Schedule. The Maximum Commitment will be made available to the Company on demand in accordance with the Drawdown Notice procedure set forth below:

3. Drawdown Notice; Funding. During the Term, the Company may notify the Lender in writing (which writing may be an e-mail) (each, a “Drawdown Notice”) of the dollar amount that the Company would like to draw down (each, a “Drawdown Amount”), which may be all or a portion of the Maximum Commitment. The Drawdown Notice must be made during the Term. In turn, the Lender must fund the Drawdown Amount to the Company in cash or immediately available funds no later than three business days following the receipt of each Drawdown Notice (each, a “Funding”). For the avoidance of doubt, the Company is not obligated to draw down any amount and may decide to forego all or any portion of the Maximum Commitment without penalty to the Company.

4. Convertible Note. In exchange for and concurrently with each Funding, the Company will issue to the Lender a one-year convertible note equivalent to the Drawdown Amount, with an interest rate of 10% and balloon payment of principal and interest due at maturity, unless the Lender converts the outstanding principal and interest into Preferred Class B stock of the Company at the conversion price of $1.50 (the “Convertible Note”) only upon, and within the Term, the occurrence of the earlier of, a public offering of securities of the Company pursuant to a registration statement filed with the United States Securities and Exchange Commission and declared effective pursuant to the Securities Act of 1933, upon completion of which the Company has a class of stock registered under the Securities Exchange Act of 1934 and that stock is listed on a national stock exchange, or a liquidation, merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation. For the avoidance of doubt, a national stock exchange includes Nasdaq, NYSE, and NYSE American, but excludes any over-the-counter quotation systems or trading platforms. The form of Convertible Note is attached hereto as Exhibit A.

| 1 |

| --- |

5. Company Representations and Warranties. The Company hereby represents and warrants that:

(a) Organization, Good Standing, and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

(b) Authorization. All corporate action has been taken on the part of the Company, its officers, and directors necessary for the authorization, execution, and delivery of this Agreement. Except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights, the Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Agreement the valid and enforceable obligations they purport to be.

(c) Compliance with Other Instruments. The Company is not in violation of or in default under its Articles of Incorporation, as amended to date, or in any material respect of any term or provision of any loan, promissory note, mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order, or decree to which it is party or by which it is bound. The Company is not in violation of any federal or state statute, rule, or regulation applicable to the Company. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations pursuant to this Agreement, and the issuance of the securities hereunder, will not result in any violation of, or conflict with, or constitute a default under, the Company’s Articles of Incorporation, as amended to date, or of any of its agreements material to the Company or its business, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company.

(d) Valid Issuance of Securities. The Convertible Note and the Preferred Class B stock to be issued, sold, and delivered upon conversion of the Convertible Note will be duly and validly issued, fully paid, and non-assessable and, based in part upon the representations and warranties of the Company in this Agreement, will be issued in compliance with all applicable federal and state securities laws.

| 2 |

| --- |

6. Lender Representations and Warranties. The Lender represents and warrants to the Company as follows:

(a) Authorization. This Agreement constitutes such Lender’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights, and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The Lender represents that it has full power and authority to enter into this Agreement.

(b) Purchase Entirely for Own Account. The Lender acknowledges that this Agreement is made with the Lender in reliance upon the Lender’s representation to the Company that the Convertible Note and the Preferred Class B stock issued upon conversion (collectively, the “securities”) will be acquired for investment for the Lender’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Lender further represents that the Lender 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 securities. Notwithstanding the foregoing, such Lender shall have the right to transfer the securities, all or in part, to any entity owned or controlled by him or her, and to any of his or her family members or trust or qualified plan owned or controlled by him or her. Any such transferees shall execute and deliver appropriate documentation providing that the transferee agrees to be bound by the applicable provisions hereof.

(c) Disclosure of Information. The Lender acknowledges that he is an officer and director of the Company and, as such, has received all the information he considers necessary or appropriate for deciding whether to acquire the securities. The Lender further represents that he has had an opportunity to ask questions and receive answers from the Company regarding the Company and this Agreement.

(d) Investment Experience. The Lender is an investor in securities of companies in the development stage and acknowledges that he is able to fend for himself; can bear the economic risk of this investment; and has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of an investment in the Company’s securities.

(e) No Public Market. The Lender understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the securities.

(f) Restricted Securities. The Lender understands that the securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Lender represents that he is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

| 3 |

| --- |

(g) Legends. The Lender understands that the securities will bear the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”

7.	Miscellaneous.

(a) Entire Agreement. This Agreement, together with the Exhibits referred to herein, which are incorporated herein by this reference, constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all prior verbal and written agreements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant, or condition not so set forth.

(b) Notice. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by personal delivery, overnight delivery, or mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by electronic mail (with receipt confirmed) to the addresses of the parties as follows:

To Company:	Kenneth Haller, President
	Limitless X Holdings, Inc.
	9454 Wilshire Blvd., #300 Beverly Hills, CA<br> 90212
With Copy To:	Lynne Bolduc, Esq.
	FitzGerald Kreditor Bolduc<br> Risbrough LLP
	2 Park Plaza, Suite 850
	Irvine,<br>CA 92614
	lbolduc@fkbrlegal.com
To Lender :	Jaspreet Mathur

| 4 |

| --- |

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by electronic mail transmission in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation is obtained by the sender.

(c) Waiver and Amendment. Any term, provision, covenant, representation, warranty, or condition of this Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party’s right at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all parties hereto.

(d) Choice of Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

(e) Exclusive Jurisdiction and Venue. The parties agree that the state and federal courts in Los Angeles County, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.

(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

(g) Attorneys’ Fees. In the event any party hereto shall commence legal proceedings against the other to enforce the terms hereof, or to declare rights hereunder, as the result of a breach of any covenant or condition of this Agreement, the prevailing party in any such proceeding shall be entitled to recover from the losing party its costs of suit, including reasonable attorneys’ fees, as may be fixed by the court.

(h) Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the party required to withhold such tax shall furnish to the party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding.

| 5 |

| --- |

(i) Invalid Provisions. If any provision hereof is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance wherefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically by the Company as a part hereof a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and legal, valid, and enforceable.

(j) Facsimile Signatures. The parties hereto agree that this Agreement may be executed by facsimile signatures and such signatures shall be deemed originals.

(k) Definition of “days.” When used herein, the term “days” refers to calendar days unless otherwise specified.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

| 6 |

| --- |

INWITNESS WHEREOF, the parties hereto have executed this Agreement, as of the Effective Date first written hereinabove.

COMPANY:
LIMITLESS X HOLDINGS INC.,
a Delaware corporation
	/s/ Kenneth Haller
By:	Kenneth<br> Haller
Its:	President
LENDER:
JASPREET MATHUR,
an individual
	/s/ Jaspreet Mathur
By:	Jaspreet<br> Mathur

| 7 |

| --- |

EXHIBIT A

FORMOF CONVERTIBLE NOTE

| 8 |

| --- |

THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPTPURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCHOPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATELAW IS AVAILABLE.

LIMITLESSX HOLDINGS INC.,

ADELAWARE CORPORATION

CONVERTIBLENOTE

This Convertible Note (this “Note”) has been issued pursuant to a Funding Commitment Agreement dated June 3, 2023 (the “Funding Commitment Agreement”) between the Company and the holder of this Note (the “Noteholder”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Funding Commitment Agreement, the provisions of which are incorporated herein by reference.

$____________	Date: _________,<br> 2023

The Obligation. FOR VALUE RECEIVED, the undersigned, Limitless X Holdings Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of JASPREET MATHUR, or his assigns (collectively, the “Noteholder”), in lawful money of the United States of America, and in immediately payable funds, the principal sum of $_______ (the “Obligation”). The principal amount loaned by Noteholder to the Company shall accrue interest thereon from the date of this Note. Interest shall be paid according to Sections 2 and 3 below and all amounts due under this Note shall be paid upon the Maturity Date set forth in Section 3 below. The Company has the right to assign this Note upon written notice to the Noteholder. (The Noteholder and the Company may be referred to individually as a “Party” and collectively as the “Parties” in this Note.)

2. Interest. The principal amount of this Note that may be outstanding from time to time shall bear interest per annum until paid in full at a rate equal to 10%, compounded annually. Interest shall be computed hereunder based on a 365-day year and paid for the actual number of days elapsed for any whole or partial month in which principal is outstanding, which interest shall then be due and payable on the Maturity Date.

3. Payment Terms. The principal and interest of this Note shall be due and payable to the Noteholder on the six month anniversary of the date of this Note (the “Maturity Date”) unless all principal and interest due under this Note have been converted pursuant to Section 4 herein. Payments are to be made to the Noteholder at its address stated in the Funding Commitment Agreement or such other address as is designated by the Noteholder) in lawful money of the United States of America. Unless otherwise specified, payments received by the Noteholder pursuant to the terms hereof shall be applied, first, to the payment of all expenses, charges, late payment fees, costs, and fees incurred by or payable to the Noteholder and for which the Company is obligated pursuant to the terms of this Note; second, to the payment of interest; and third, to the payment of principal.

| 1 |

| --- |

4. Conversion.

4.1 Conversion Price. Conditioned only upon, and within the Term, the occurrence of the earlier of, a public offering of securities of the Company pursuant to a registration statement filed with the United States Securities and Exchange Commission and declared effective pursuant to the Securities Act of 1933, upon completion of which the Company has a class of stock registered under the Securities Exchange Act of 1934 and that stock is listed on a national stock exchange, or a liquidation, merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation. For the avoidance of doubt, a national stock exchange includes Nasdaq, NYSE, and NYSE American, but excludes any over-the-counter quotation systems or trading platforms, the conversion price shall be equal to $1.50 at which the Noteholder can convert to Preferred Class B stock of the Company (the “Conversion Price”). For the purposes of this Section 4.1, the fair market value shall be as determined by the Company’s Board of Directors, in good faith, which determination shall be conclusive and binding; provided, however, that if there is a public market for the Preferred Class B stock, the fair market value per share shall be the average of the bid and asked prices on such date, or if listed on a stock exchange, the closing price on such exchange on such date.

4.2 Voluntary Conversion. This Note is convertible at the option of the Noteholder, in Noteholder’s sole discretion, in whole or in part, at any time prior to the Maturity Date or payment in full of the Note, whichever occurs first, for all or any portion of principal or interest, into shares of Preferred Class B stock of the Company at the Conversion Price, conditioned upon, and within the Term, the occurrence of the earlier of, a public offering of securities of the Company pursuant to a registration statement filed with the United States Securities and Exchange Commission and declared effective pursuant to the Securities Act of 1933, upon completion of which the Company has a class of stock registered under the Securities Exchange Act of 1934 and that stock is listed on a national stock exchange, or a liquidation, merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation. For the avoidance of doubt, a national stock exchange includes Nasdaq, NYSE, and NYSE American, but excludes any over-the-counter quotation systems or trading platforms.

| 2 |

| --- |

4.3 Mechanics of Conversion. To effectuate a Voluntary Conversion, the Noteholder shall deliver to the Company a written Election to Convert, a form of which is attached hereto. Immediately upon receipt of the written Election to Convert, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Noteholder, and in such name or names as the Noteholder may designate, a certificate or certificates for the full number of shares of Preferred Class B stock (“Preferred Class B Shares”) so purchased upon conversion of the Note. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of delivery of the Election to Convert, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. The Note shall be convertible, at the election of the Noteholder, either in full or from time to time in part and, in the event that the Note is converted in respect of less than all of the Preferred Class B Shares specified therein at any time prior to the Maturity Date, a new Note evidencing the remaining portion of the indebtedness shall be issued by the Company to the Noteholder.

5. Representations, Warranties, and Covenants of the Company. In connection with the transactions provided for herein, the Company hereby represents, warrants, and covenants to Noteholder that, as of the date hereof:

5.1 Organization, Good Standing, and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The

Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

5.2 Authorization. All corporate action has been taken on the part of the Company, its officers, and directors necessary for the authorization, execution, and delivery of this Note. Except as may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights, the Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Note the valid and enforceable obligations they purport to be.

5.3 Compliance with Other Instruments. The Company is not in violation of or in default under its Articles of Incorporation, as amended to date, or in any material respect of any term or provision of any loan, promissory note, mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order, or decree to which it is party or by which it is bound. The Company is not in violation of any federal or state statute, rule, or regulation applicable to the Company. The execution and delivery of this Note by the Company, the performance by the Company of its obligations pursuant to this Notes, and the issuance of the Preferred Class B Shares, will not result in any violation of, or conflict with, or constitute a default under, the Company’s Articles of Incorporation, as amended to date, or of any of its agreements material to the Company or its business, nor result in the creation of any mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of the Company.

5.4 Valid Issuance of Preferred Class B Shares. The Preferred Class B Shares to be issued, sold, and delivered upon conversion of the Notes will be duly and validly issued, fully paid, and non-assessable and, based in part upon the representations and warranties of the Company in this Note, will be issued in compliance with all applicable federal and state securities laws.

| 3 |

| --- |

6. Representations and Warranties of Noteholder. In connection with the transactions provided for herein, Noteholder hereby represents and warrants to the Company that, as of the date a Note is issued to such Noteholder:

6.1 Authorization. This Note constitutes such Noteholder’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Such Noteholder represents that it has full power and authority to enter into this Note.

6.2 Purchase Entirely for Own Account. Such Noteholder acknowledges that this Note is made with such Noteholder in reliance upon such Noteholder’s representation to the Company that this Note and the Preferred Class B Shares (collectively, the “Securities”) will be acquired for investment for such Noteholder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Noteholder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Note, such Noteholder further represents that such Noteholder 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 Securities. Notwithstanding the foregoing, such Noteholder shall have the right to transfer the Securities, all or in part, to any entity owned or controlled by him or her, and to any of his or her family members or trust or qualified plan owned or controlled by him or her. Any such transferees shall execute and deliver appropriate documentation providing that the transferee agrees to be bound by the applicable provisions hereof.

6.3 Disclosure of Information. Such Noteholder acknowledges that he is an officer and director of the Company and, as such, has received all the information he considers necessary or appropriate for deciding whether to acquire the Securities. Such Noteholder further represents that he has had an opportunity to ask questions and receive answers from the Company regarding the Company and this Note.

6.4 Investment Experience. Such Noteholder is an investor in securities of companies in the development stage and acknowledges that he is able to fend for himself; can bear the economic risk of this investment; and has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of an investment in the Securities.

6.5 No Public Market. Noteholder understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Securities.

6.6 Restricted Securities. Noteholder understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. Such Noteholder represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

| 4 |

| --- |

6.7 Legends. It is understood that the Securities may bear the following legend:

7. Default. The occurrence of any one of the following events shall constitute an Event of Default:

(a) The non-payment, when due, of any principal or interest pursuant to this Note;

(b) The material breach of any representation or warranty in this Note. In the event the Noteholder becomes aware of a breach of this Section, the Noteholder shall notify the Company in writing of such breach and the Company shall have ten days’ notice to effect a cure of such breach;

(c) The material breach of any covenant or undertaking in this Note, not otherwise provided for in this Section. In the event the Noteholder becomes aware of a breach of this Section, the Noteholder shall notify the Company in writing of such breach and the Company shall have ten days’ notice to effect a cure of such breach;

(d) A default shall occur in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any indebtedness of the Company or an event of default or similar event shall occur with respect to such indebtedness, if the effect of such default or event (subject to any required notice and any applicable grace period) would be to accelerate the maturity of any such indebtedness or to permit the holder or holders of such indebtedness to cause such indebtedness to become due and payable prior to its express maturity;

(e) The commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, receivership, dissolution, or liquidation law or statute or any jurisdiction, whether now or hereafter in effect; or the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or

| 5 |

| --- |

(f) The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute or any jurisdiction, whether now or hereafter in effect; provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 30 days; or the issuance of any order, judgment, or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment, or decree remains undismissed for 30 days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.

Upon the occurrence of any Event of Default, the Noteholder may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Noteholder, together with all accrued interest thereon, immediately due and payable. The Noteholder may also proceed against any guarantor of this obligation without waiving any rights under the terms of this Note.

8. Default Interest Rate. For any Event of Default, and so long as any such Event of Default remains unremedied or uncured thereafter, the Obligation under this Note shall bear an interest rate of 18% per annum.

9. Late Fees. Upon an Event of Default, as defined above, and to the extent permitted by law, the Company agrees to pay a late fee in an amount not to exceed 5% of any payment that is due and owing on the six month anniversary of the Effective Date, accruing every month on the total balance owed. The imposition and payment of a late fee shall not constitute a waiver of Noteholder’s rights with respect to the default. If the Note is not paid in full, including all principal and interest, by the 12 month anniversary of the Effective Date, then Company will owe to Noteholder an additional loan management fee of $15,000 immediately due and owing.

10. Notice. Any notice, request, instruction, or other document required by the terms of this Note, or deemed by any of the Parties hereto to be desirable, to be given to any other Party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by electronic transmission to the addresses of the Parties set forth in the Funding Commitment Agreement. The persons and addresses set forth in the Notice provision of the Funding Commitment Agreement may be changed from time to time by a notice sent as aforesaid. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by electronic mail transmission in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of delivery if between the hours of 9:00 a.m. and 5:00 p.m. Pacific time on a business day (“business hours”) and if not during business hours, at 9:00 a.m. on the next business day following delivery, provided a delivery confirmation is obtained by the sender.

| 6 |

| --- |

11. Choice of Law. This Note and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

12. Exclusive Jurisdiction and Venue. The Parties agree that the state and federal courts in Los Angeles County, State of California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Note and the transactions contemplated herein.

13. Attorneys’ Fees. In the event the Noteholder or any assignee thereof shall refer this Note to an attorney for collection, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney’s fees, whether or not suit is instituted.

14. Conformity with Law. It is the intention of the Company and of the Noteholder to conform strictly to applicable usury and similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contract for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note.

15. Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

(SIGNATURE PAGE IMMEDIATELY FOLLOWS)

| 7 |

| --- |

INWITNESS WHEREOF, the Company has signed and sealed this Note and delivered it as of the date first set forth above.

COMPANY:
LIMITLESS X HOLDINGS INC.,
a Delaware corporation
By:	Kenneth<br> Haller
Its:	President
ACKNOWLEDGED AND<br><br> <br>**<br><br> <br>AGREED: NOTEHOLDER:**
JASPREET MATHUR,
an individual
By:	Jaspreet<br> Mathur

| 8 |

| --- |

FORM OF ELECTION TO CONVERT

The undersigned, the Holder(s) of the attached Note, hereby irrevocably elects to exercise the right to convert $ ____________of the Note into shares of Preferred Class B Shares of LIMITLESS X HOLDINGS INC. and request that the certificates for such securities be issued in the name of, and delivered to, JASPREET MATHUR.

Dated:	SIGNATURE:
	By:	Jaspreet Mathur
		(Insert Social Security or Federal Tax I.D.
		Number of Noteholder)

| 9 |

| --- |