8-K

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

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December 31, 2024

Date

of Report (Date of earliest event reported)

LIMITLESS

X HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	000-56453	81-1034163
(State<br> or other jurisdiction of incorporation)	(Commission<br> <br><br> File Number)	(IRS<br> Employer <br><br> Identification No.)
9777<br> Wilshire Blvd., #400<br><br> <br>Beverly Hills, CA	90212
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(Address<br> of principal executive offices)	(Zip<br> Code)

(855)413-7030

Registrant’s

telephone number, including area code

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

☐	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)<br> of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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N/A	N./A	N/A

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. ☐

Item 1.01 Entry into a Material Agreement.

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Effective as of December 31, 2024, Jaspreet Mathur (the “Holder”), Chief Executive Officer, Chairman, and a greater than 10% shareholder in Limitless X Holdings Inc. (the “Company”) entered into a promissory note dated December 27, 2024 (the “Promissory Note”), in the amount of $200,000.00 plus accrued interest at the agreed upon rate of 12% fixed equaling the total sum of $212,000.00 (the “Full Balance”). The Company will pay Holder the Full Balance on or before the Maturity Date (defined herein below) The Maturity Date of the Promissory Note is (i) June 27, 2024, or (ii) the date on which the Company secures funding of at least $1 million in an offering, whichever comes first (the “Maturity Date”). Additionally, in consideration for Holder’s willingness to enter into the Promissory Note, the Company shall cause to be issued in the aggregate 70,000 shares of the Company’s common stock to the Holder within three business days after the effective date of December 31, 2024. The issuance of restricted shares of the Company’s common stock pursuant to the Promissory Note is exempt from registration under Section 4(a)(2) of the Securities Act. The Holder is sophisticated and represented in writing that he is an accredited investor and acquired the securities for his own account for investment purposes. A legend will be placed on the stock certificates issued to Holder stating that the securities are “restricted securities” under Rule 144 of the Securities Act, have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.

The Promissory Note provides that, following “Events of Default” (as defined in the Promissory Note attached at Exhibit 10.1), all sums of principal and interest on this Note shall be immediately due and payable. Upon any demand or Event of Default, Maker shall pay to Holder all costs and expenses of collection, including, without limitation, reasonable attorneys’ fees and legal costs incurred or paid by Holder on account of such collection, whether or not suit is instituted, plus default interest on any unpaid amount at a rate of 3% accruing monthly. After acceleration of the indebtedness evidenced by the Promissory Note, such indebtedness shall continue to bear interest at the rate set forth therein.

The foregoing is only a summary of the material terms of the Promissory Note and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Promissory Note is qualified in its entirety by reference to the forms of such agreement, which is filed as Exhibit 10.1 on this Current Report and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item5.02(b) Departure of Directors or Certain Officers

Effective as of December 30, 2024, Kenneth Haller resigned from the board of directors and his position as President. Mr. Haller did not have any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.

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Item5.02(d) Election of Directors

On December 31, 2024, our board of directors elected Arthur Sarkissian to the board of directors, effective as of January 1, 2025. His term will expire at our next annual shareholders meeting. Mr. Sarkissian, 75 years old, is an established Hollywood producer. Over the course of his career, Mr. Sarkissian has developed and produced feature films that have dominated the domestic and global landscape, with box office receipts totaling close to one billion dollars. His biggest hits include the $900 million Rush Hour franchise, While You Were Sleeping, Last Man Standing, The Foreigner, The Protégé, Kill the Irishman, Memory, Vegas TV Series on CBS and many more. Since March 2014, Mr. Sarkissian has been the sole owner of Fourteen Films Inc. Mr. Sarkissian is well known for his entrepreneurial spirit and creativity, and we are confident that his experience and skillsets make him an appropriate fit to serve as a director of Limitless X Holdings, Inc. Upon joining the Board, Mr. Sarkissian will receive grant of 100,000 restricted shares of the Company’s common stock.

There are no arrangements or understandings between Mr. Sarkissian and any other persons pursuant to which he was selected as a director of the Company and there are no transactions or proposed transactions in which Mr. Sarkissian has a direct or indirect interest requiring disclosure under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K. Mr. Sarkissian does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. At this time, Mr. Sarkissian has not been appointed to any committees.

Item8.01 Other Events.

The Company entered into a consultant compensation agreement (“Consulting Agreement”) with Kourous Ghasaban (the “Consultant”) effective as of December 21, 2024. The Consultant will provide the Company with various services, including strategic introductions and efforts in marketing and public relations with various brands, assisting in the creation of joint venture opportunities with influencers and other product opportunities, and maintaining positive relationships with the Company’s influencer clientele.

For his services, the Consultant will receive restricted shares of the Company’s common stock equal to $1,000,000 payable over the 3-year term of the Consulting Agreement. The Consultant will be issued shares on a semi-annual basis in the amount of $166,666.66 every six months. Effective as of December 31, 2024, the Company’s Board of Directors approved the first issuance of 208,334 restricted shares of the Company’s common stock to the Consultant.

Either the Company or the Consultant may terminate the Consulting Agreement for cause on 30 days’ written notice. If the Company terminates the Consulting Agreement for cause, the Consultant has a thirty-day period to remedy the breach. If the Company terminates the Consulting Agreement for cause in the first year, the Consultant is required to return the shares issued to him to the Company or reimburse the Company for the value of the shares.

The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

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(d)	Exhibits
10.1	Promissory Note dated December 31, 2024 between the Company and the Holder
10.2	Consulting Compensation Agreement dated December 21, 2024 by and between the Company and Kourous Ghasaban
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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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 hereunto duly authorized.

	LIMITLESS<br> X HOLDINGS INC.
Date:<br> December 31, 2024	By:	/s/ Jaspreet Mathur
	Name:	Jaspreet<br> Mathur
	Title:	Chief<br> Executive Officer

Exhibit 10.1

PROMISSORY NOTE

$200,000.00	Wilmington,<br> Delaware
Maturity<br> Date: Six Months (or on funding)	Effective<br> Date: December 31, 2024
1.	LOAN<br> AMOUNT
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Principal Loan Amount: The sum of $200,000.00 (“Loan Amount” or “Loan”) payable in favor of Limitless X Holdings Inc. (the “Maker” or the “Company”) specifically for the retainer fee for the 2024 audit as well as additional securities attorney’s invoices, and additional marketing expenses, currently due and owing, paid by Jaspreet Mathur directly in full as of the Effective Date hereof.

2.	MAKER’S<br> PROMISE TO PAY

For value received, the Maker, promises to pay to the order of “Jaspreet Mathur”, including his agents, manager, members, successors, and assigns (collectively referred to as the “Holder”), at 9777 Wilshire Blvd., #400, Beverly Hills, CA 90212, or at such other address as the Holder hereof may from time to time in writing designate, at the times specified below, in lawful money of the United States of America, the principal sum of Two Hundred Thousand Dollars ($200,000) together with interest at the agreed rate of 12% fixed equaling the total sum (“Total Balance”) of Two Hundred Twelve Thousand Dollars ($212,000.00). The Maker agrees to pay the Total Balance on the earlier of (i) June 27, 2025, or (ii) the date on which the Maker secures funding of at least $1 million in an offering (“Qualified Financing’), whichever comes first (“Maturity Date”).

3.	PAYMENTS

Maker will pay to Holder the Full Balance of the Loan Amount, which includes principal and interest, on or before the Maturity Date. Should Maker receive financing in a Qualified Offering prior to June 27, 2025, this Note and the Total Balance shall then become immediately due and payable at the closing of the Qualified Financing.

4.	ADDITIONAL<br> CONSIDERATION - ISSUANCE OF EQUITY

In consideration for the Holder’s willingness to provide the Loan, the Maker shall cause to be issued an aggregate of Seventy Thousand (70,000) shares of the Company’s common stock to the Holder, within three (3) business days after the Effective Date. These shares will be restricted securities under Rule 144 of the Securities Act of 1933, as amended (“Securities Act”) and subject to all restrictions on transfer under the Securities Act.

5.	DEFAULT

Upon the occurrence of any of the following “Events of Default”, at the option of the Holder, all sums of principal and interest on this Note shall be immediately due and payable, without presentment, protest, notice of protest, notice of nonpayment or dishonor, or other notices or demands of any kind whatsoever, all of which are hereby expressly waived by Maker: (a) failure of Maker to pay any installment when due under this Note, which failure is not cured within seven (7) calendar days from receipt by Maker of a written or verbal notice from Holder, including via email; (b) filing by or against the Maker of a petition in bankruptcy or for relief under any bankruptcy or similar laws or for a receiver for Maker or any property thereof; or (c) attachment, seizure, foreclosure or sequestration of or with respect to any property of the Maker. Upon any demand or Event of Default, Maker shall pay to Holder all costs and expenses of collection, including, without limitation, reasonable attorneys’ fees and legal costs incurred or paid by Holder on account of such collection, whether or not suit is instituted, plus default interest on any unpaid amount at a rate of 3% accruing monthly.

Failure by the Holder hereof to declare a default shall not constitute a waiver of any subsequent default. Acceptance of payment in arrears shall not waive or affect the right to accelerate this Note. After acceleration of the indebtedness evidenced by this Note, such indebtedness shall continue to bear interest at the rate set forth herein. All remedies of Holder under this Note are cumulative and in addition to any other remedies provided for by law or in equity, and may otherwise to the extent permitted by law, be exercised separately and the exercise of any one remedy shall not be deemed to be an election of such remedy only, to the exclusion of all others.

6.	NOTICE

Any notice, demand or other communication under this Note shall be in writing and shall be deemed to have been given on the date of service, if served personally on the party to whom notice is to be given, or upon receipt if mailed to the party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed to the address above or such other address the Parties may designate in writing hereafter. Holder or Maker may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth in this paragraph.

7.	MISCELLANEOUS<br> PROVISIONS

Time is of the essence with respect to all of the obligations of Maker under this Note.

This Note will be considered to have been executed and delivered, and to be performed in New Castle County, Delaware for all purposes including jurisdiction and venue of any proceedings to enforce the Agreement. Each Party waives any argument based on forum non conveniens or similar provisions of law relating to the place of trial. This Note shall be interpreted under Delaware law, without regard to Delaware law regarding choice of law or conflicts of laws.

The undersigned expressly agrees that this Note or any payment under this Note may be extended by the Holder from time to time without in any way affecting the liability of the undersigned hereunder.

If any provision or any word, term, clause, or part of any provision of this Note shall be invalid for any reason, the same shall be ineffective, but the remainder of this Note and of the provision shall not be affected and shall remain in full force and effect. To the extent that any term of this Note conflicts with any law, the conflicting term shall be limited only to the extent necessary to comply with said law.

Any of the terms or conditions of this Note may be waived by the Holder in writing, but no such waiver shall affect or impair the rights of the Holder to require observance, performance, or satisfaction, either of that term or condition as it applies on a subsequent occasion or of any other term or condition of this Note.

This Note shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, and successors in interest of the parties hereto. Maker may not assign the obligations created herein. Holder may assign this Note.

No modification, amendment, or waiver of any provisions of this Note shall be binding upon any party unless made in writing and signed by that party or by a duly authorized officer or agent that that party. Each party has had the opportunity to consult and/or has consulted with legal counsel prior to executing this Note.

Holder:		Maker:
By:	/s/<br> Jaspreet Mathur	/s/<br> Danielle Young
	Jaspreet<br> Mathur	Limitless<br> X Inc.
		By:	Danielle<br> Young, Chief Operating Officer

Exhibit 10.2

LIMITLESS X HOLDINGS INC.

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CONSULTANTCOMPENSATION AGREEMENT

This Consultant Compensation Agreement (this “Agreement”) is entered into as of this December 21, 2024, by and between Limitless X Inc. (the “Company”), and Kourous Ghasaban (the “Consultant”).

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RECITALS

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WHEREAS, Consultant has experience in public relations, marketing, videography and brand awareness and influence; and

WHEREAS, the Company wishes to engage the services of the Consultant to assist the Company with its business development and growth.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows:

1.	CONSULTING SERVICES

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Consultant shall perform the following services pursuant to the terms of this Agreement: Bringing valuable resources to the Company through strategic introductions and efforts in marketing and public relations as various brands; Assisting in the creation of joint venture opportunities with influencers and with other product opportunities; and, Maintaining positive relationships with our influencer clientele (collectively referred to as the “Consulting Services”).

Consultant hereby agrees to utilize his best efforts in performing the Consulting Services; however, Consultant makes no warranties, representations, or guarantees regarding any corporate strategies attempted by the Company or the eventual effectiveness of the Consulting Services. Consultant is responsible to follow all laws in the performance of the Consulting Services.

2.	COMPENSATION TO CONSULTANT

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The Consultant’s compensation hereunder shall be as follows:

a.	The<br> Company will cause to issue to Consultant a total issuance of $1,000,000 worth of common<br> stock of the Company, Stock Symbol “LIMX”, distributed over a three-year term.<br> The common stock will be issued semi-annually, with $166,666.66 issued every six months,<br> with the first issuance being upon execution of this agreement and approval by the Board<br> of Directors. This stock shall be restricted pursuant to securities laws and in the same<br> manner as executives of the Company, and may be subject to a leak out provision to be determined<br> by corporate securities counsel and the Board of Directors.
b.	Consultant<br> may be required to pay any taxes related to the issuance of stock in these situations. These<br> taxes may include, but are not limited to, self-employment taxes, social security taxes,<br> state and federal taxes, and any other taxes that you may be subject to. The Company is not<br> obligated to pay any taxes related to your individual taxes, and Consultant hereby indemnifies<br> and holds the Company harmless from all tax liabilities as you will be fully responsible.<br> Consultant will also be responsible to comply with all regulatory and legal restrictions<br> on these shares, including but not limited to the lock-up on selling or transferring shares.<br> As the Company is not making any representations as to these issues and how they may apply,<br> Consultant is hereby urged to consult with tax and legal professionals prior to executing<br> this offer letter.
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c.	Consultant<br> shall be reimbursed for all out-of-pocket expenses upon submission of receipts or accounting<br> to the Company, including, but not limited to, all travel expenses, research material and<br> charges, computer charges, long-distance telephone charges, facsimile costs, copy charges,<br> messenger services, mail expenses and such other Company related charges as may occur exclusively<br> in relation to the Company’s business as substantiated by documentation. Any expenditure<br> above $100 will require oral or written pre-approval of the Company.
2.	TERM OF AGREEMENT
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This Agreement shall be in full force and effect commencing upon the date hereof. This Agreement has a term of three (3) years beginning on the date of execution hereof. This Agreement shall be renewed automatically for succeeding terms of one year each unless either party gives notice to the other at least 30 days prior to the expiration of any term of their intention not to renew this Agreement. Either party hereto shall have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other party. Consultant shall have the right to terminate this Agreement if Company fails to comply with the terms of this Agreement, including without limitation its responsibilities for compensation as set forth in this Agreement, and such failure continues unremedied for a period of 30 days after written notice to the Company by Consultant. The Company shall have the right to terminate this Agreement upon delivery to Consultant of notice setting forth facts comprising a material breach of this Agreement by Consultant. For purposes of this agreement a material breach will include the failure of Consultant to perform to the standards set forth per the Company’s discretion. Consultant shall have 30 days to remedy such breach. If such breach has not been cured, and this Agreement is terminated due to such breach within one year of the Effective Date, then the shares issued to Consultant shall be returned to the Company and/or the Company reimbursed for the value of those shares.

3.	TRANSITION TO EMPLOYMENT

The Parties may desire to transition this Consulting Agreement into an Employment Agreement and the Company can add Consultant to its payroll upon such agreement, with the terms herein being the same unless renegotiated in a signed writing by the Parties.

4.	TIME DEVOTED BY CONSULTANT/CONFLICT OF INTEREST

It is anticipated that the Consultant, by and through its principal Kouros Ghasabian, shall spend as much time as deemed necessary by the Consultant in order to perform the obligations of Consultant hereunder. The Company understands that this amount of time may vary and that the Consultant may perform Consulting Services for other companies; however, during the term of this Agreement, Consultant will not accept work, enter into a contract or accept an obligation inconsistent or incompatible with Consultant’s obligations, or the scope of services to be rendered for Company, under this Agreement.

Consultant agrees to indemnify Company from any and all loss or liability incurred by reason of the alleged breach by Consultant of any services agreement with any third party.

5.	NON-INTERFERENCE WITH BUSINESS

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During this Agreement and for a period of three (3) years immediately following the termination or expiration of this Agreement, Consultant agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with Company.

6.	INDEPENDENT CONTRACTOR

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Consultant’s relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or will be construed to, create a partnership, agency, joint venture, employment or similar relationship. Consultant will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Consultant is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Consultant’s compensation will be subject to withholding by Company for the payment of social security, federal, state or any other employee taxes. Company will report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law.

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7.	CONFIDENTIAL INFORMATION

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A.	Definition<br> of Confidential Information. “Confidential Information” means (a) any technical<br> and non-technical information related to the Company’s business and current, future<br> and proposed products and services of Company, including for example and without limitation,<br> Company innovations and property and information concerning research, development, design<br> details and specifications, financial information, procurement requirements, engineering<br> and manufacturing information, customer lists, business forecasts, sales information and<br> marketing plans and (b) any information that may be made known to Consultant and that Company<br> has received from others that Company is obligated to treat as confidential or proprietary.
B.	Nondisclosure<br> and Nonuse Obligations. Except as permitted in this Section, Consultant will not use,<br> disseminate or in any way disclose the Confidential Information. Consultant may use the Confidential<br> Information solely to perform Project Assignment(s) for the benefit of Company. Consultant<br> will treat all Confidential Information with the same degree of care as Consultant accords<br> to Consultant’s own confidential information, but in no case will Consultant use less<br> than reasonable care. If Consultant is not an individual or uses employees or agents to perform<br> his services, Consultant will disclose Confidential Information only to those of Consultant’s<br> employees or agents who have a need to know such information.
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Consultant certifies that each such employee will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to Consultant under this Agreement. Consultant will immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information.

Consultant will assist Company in remedying any such unauthorized use or disclosure of the Confidential Information. Consultant agrees not to communicate any information to Company in violation of the proprietary rights of any third party. This obligation shall continue after termination of this Agreement, if any, as will the legal requirements against disclosure of trade secrets.

C.	Exclusions<br> from Nondisclosure and Nonuse Obligations. Consultant’s obligations under this<br> Section 9 will not apply to any Confidential Information that Consultant can demonstrate<br> (a) was in the public domain at or subsequent to the time such Confidential Information was<br> communicated to Consultant by Company through no fault of Consultant; (b) was rightfully<br> in Consultant’s possession free of any obligation of confidence at or subsequent to<br> the time such Confidential Information was communicated to Consultant by Company; or (c)<br> was developed by employees of Consultant independently of and without reference to any Confidential<br> Information communicated to Consultant by Company. A disclosure of any Confidential Information<br> by Consultant (i) in response to a valid order by a court or other governmental body or (ii)<br> as otherwise required by law will not be considered to be a breach of this Agreement or a<br> waiver of confidentiality for other purposes; provided, however, that Consultant will provide<br> prompt prior written notice thereof to Company to enable Company to seek a protective order<br> or otherwise prevent such disclosure.
D.	Ownership<br> and Return of Confidential Information and Company Property. All Confidential Information<br> and any materials (including, without limitation, documents, drawings, papers, diskettes,<br> tapes, models, apparatus, sketches, designs and lists) furnished to Consultant by Company,<br> whether delivered to Consultant by Company or made by Consultant in the performance of services<br> under this Agreement and whether or not they contain or disclose Confidential Information<br> (collectively, the “Company Property”), are the sole and exclusive property of<br> Company or Company’s suppliers or customers. Consultant agrees to keep all Company<br> Property at Consultant’s premises unless otherwise permitted in writing by Company.<br> Within five (5) days after any request by Company, Consultant will destroy or deliver to<br> Company, at Company’s option, (a) all Company Property and (b) all materials in Consultant’s<br> possession or control that contain or disclose any Confidential Information. Consultant will<br> provide Company a written certification of Consultant’s compliance with Consultant’s<br> obligations under this Section.
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8.	WORK PRODUCT OWNERSHIP
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Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part by Consultant in connection with the Consulting Services shall be the exclusive property of the Company. Upon request, Consultant shall sign all documents necessary to confirm or perfect the exclusive ownership of the Company to any of the products, goods, etc. that may arise as part of the Consulting Services and any additional services that may arise during the term hereof.

9.	INDEMNIFICATION

Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its sub-Consultants, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its sub-Consultants, agents, or employees.

The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.

The rights and obligations of the Parties under this section shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

10.	COVENANTS OF CONSULTANT

Consultant covenants and agrees with the Company that, in performing Consulting Services under this Agreement, Consultant will:

(a) Comply with all federal and state laws, including corporate, securities, trade, and other laws and regulations pertaining to the business of the Company;

(b) Not make any representations other than those authorized by the Company; and

(c) Not publish, circulate or otherwise use any materials or documents other than materials provided by or otherwise approved by the Company.

11.	MISCELLANEOUS

(A) The parties submit to the jurisdiction of the Courts of the County of Los Angeles, State of California or a Federal Court empaneled in the State of California for the resolution of all legal disputes arising under the terms of this Agreement. This provision shall survive the termination of this Agreement.

(B) If either party to this Agreement brings an action on this Agreement, the prevailing party shall be entitled to reasonable expenses therefore, including, but not limited to, attorneys’ fees and expenses and court costs.

(C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable by either party hereto without the prior written consent of the other.

(D) This Agreement contains the entire understanding of the Parties and supersedes all prior agreements between them.

(E) This Agreement shall be constructed and interpreted m accordance with and the governed by the laws of the State of California.

(F) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

(G) 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 here from.

INWITNESS WHEREOF, the Parties hereto have placed their signatures hereon on the day and year first above written.

Consultant:		Limitless X Holdings Inc. 9777
Address:		Wilshire<br> Blvd., Suite 400 Beverly
		Hills,<br> CA 90212
By:		By:
By:	Kourous<br> Ghasaban, Owner	Jas<br> Mathur, CEO
Date:	12/21/2024	Date:	12/21/2024