8-K - MGRX - 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

Date of Report (Date of Earliest Event Reported): January 27, 2025

MANGOCEUTICALS,

INC.

(Exactname of registrant as specified in its charter)

Texas	001-41615	87-3841292
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
15110 N. Dallas Parkway, Suite 600<br><br> <br>Dallas, Texas	75248
---	---
(Address of principal executive offices)	(Zip Code)

Registrant’stelephone number, including area code: (214) 242-9619

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

☐	Written<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 of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, $0.0001 Par Value Per Share	MGRX	The<br> Nasdaq Stock Market LLC<br><br> <br>(Nasdaq<br> Capital Market)

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.

FirstAmendment to Payment Plan Letter Agreement

On January 27, 2025, Mangoceuticals, Inc. (the “Company”, “we” and “us”) entered into a First Amendment to Payment Plan Letter Agreement (the “1^st^ Amendment”) with MAAB Global Ltd. (“MAAB”). MAAB had previously purchased rights to $500,000 owed by the Company to Barstool Sports, Inc. (“Barstool” and the “Debt”) on January 10, 2025, which amount was non-interest bearing, and due pursuant to the terms of a Payment Plan Letter Agreement entered into between Barstool and the Company on August 27, 2024.

Pursuant to the 1^st^ Amendment, the Company and MAAB agreed to amend the terms of the Debt to allow MAAB the right, exercisable at any time, to convert the $500,000 of Debt into shares of the Company’s common stock at a conversion price of $1.50 per share (the “Debt Conversion Shares”).

The foregoing summary of the terms of the Payment Plan Letter Agreement and 1^st^ Amendment is not complete and is qualified in its entirety by reference to the full text of the Payment Plan Letter Agreement and 1^st^ Amendment, which are filed as Exhibits 10.3 and 10.1, respectively, to this Current Report and are incorporated in this Item 1.01 by reference in their entirety.

Assignmentof Epiq Script Agreements

On January 30, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Company’s Audit Committee, made up of independent members of the Board of Directors, entered into two Assignment, Assumption and Novation Agreements (the “Epiq Scripts Assignments”) with Epiq Scripts, LLC, which is 51% owned by Jacob Cohen, the Company’s Chief Executive Officer and Chairman, and the Chief Executive Officer and sole director of Mango & Peaches Corp., the Company’s current wholly-owned subsidiary (“M&P”)(provided that the Company has agreed to issue Mr. Cohen (a) 1,700,000 shares of the common stock of M&P (representing 25.4% of M&P’s outstanding shares of common stock); and (b) 100 shares of Series A Super Majority Voting Preferred Stock of M&P, which will have the right to vote fifty-one percent (51%) of the total vote on all M&P shareholder matters).

Pursuant to the Epiq Scripts Assignments, the Company assigned all of its rights under (1) a September 1, 2022, Master Services Agreement, as amended with Epiq Scripts; and (2) a September 15, 2023, Consulting Agreement with Epiq Scripts, to M&P, M&P agreed to take responsibility for all obligations thereunder, effective as of the assignment date, and Epiq Scripts agreed to novate the responsibility of the Company thereunder, effective as of the assignment date. Additionally, we agreed to indemnify M&P for any liability under such agreements prior to the assignment date and M&P agreed to indemnify us against any liability under such agreements after the assignment date.

The description of the Epiq Scripts Assignments above, is not complete and is qualified in its entirety by the full text of the Epiq Scripts Assignments, copies of which are attached hereto as Exhibits 10.4 and 10.5, and which are incorporated by reference into this Item 1.01 in their entirety.

LTGlobal Practice Management Service Agreement

On January 28, 2025, the Company, with the approval of the disinterested members of the Board of Directors and the Company’s Audit Committee, made up of independent members of the Board of Directors, entered into an LT Global Practice Management Service Agreement (the “LT Service Agreement”) with LT Global Practice Management (“LT Global”), which entity is owned by the wife of Mr. Cohen. Pursuant to the agreement, LT Global agreed to provide us virtual professionals at the rate of between $1,800 to $3,500 on a full-time basis per virtual professional. The agreement has a term beginning on January 15, 2025, and continuing until either party provides the other at least 30 days prior written notice. The agreement includes customary confidentiality requirements of the parties, indemnification requirements, and other provisions.

The description of the LT Service Agreement above, is not complete and is qualified in its entirety by the full text of the LT Service Agreement, a copy of which is attached hereto as Exhibit 10.6, and which is incorporated by reference into this Item 1.01 in its entirety.

MasterDistribution Agreement

On January 30, 2025, the Company entered into a Master Distribution Agreement (the “MSA”), with Propre Energie Inc (“Propre”). Pursuant to the MSA, the Company will license certain intellectual property and patent rights from Propre relating to clinically proven, plant-based formulations targeting hyperpigmentation, dark spots, uneven skin tone, and skin brightening through advanced solutions marketed under the brand Dermytol®.

We agreed pursuant to the MSA to pay Propre 650,000 shares of the Company’s restricted common stock (the “Propre Shares”) and 1% of the gross sales revenue we generate during the term of the MSA. The MSA has a term of three years, renewable thereafter for up to three additional one year terms, provided that neither party provides the other notice of termination at least 90 days prior to the renewal date, provided that Propre has a right of termination in the event we sell substantially all of our assets or a majority interest in the Company during the term and either party may terminate the agreement if the other party breaches the MSA and fails to cure such breach within 90 days or becomes insolvent.

The MSA contains customary confidentiality provisions, representations and warranties of the parties, indemnification obligations, disclaimers and covenants, for an agreement of type and size of the MSA.

The description of the MSA above is not complete and is qualified in its entirety by the full text of the MSA, a copy of which is attached hereto as Exhibit 10.7, and which is incorporated by reference into this Item 1.01 in its entirety.

Item3.02. Unregistered Sales of Equity Securities.

The

information and disclosures set forth in Item 1.01 above relating to the 1st Amendment and MSA are incorporated into this Item 3.02 by reference in their entirety.

The Company claims an exemption from registration for (a) the offer of the Debt Conversion Shares and the 1^st^ Amendment, and (b) the offer and sale of the Propre Shares, pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the offer and sale (where applicable) of such shares and 1^st^ Amendment did not involve a public offering and the recipients were “accredited investors” and had access to similar information as would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing offers and sales (where applicable) and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

If

the Debt was converted in full, a maximum of 333,334 Debt Conversion Shares would be due to the holder thereof, based on a conversion price of $1.50 per share (see also Item 1.01, above).

Item9.01 Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1*	August 27, 2024, Payment Plan Letter Agreement between Mangoceuticals, Inc. and Barstool Sports, Inc. relating to $516,250 of outstanding debt
10.2*€	January 10, 2025, Debt Purchase Agreement, between MAAB Global and Barstool Sports Inc.
10.3*	First Amendment to Payment Plan Letter Agreement between Mangoceuticals, Inc. and MAAB Global, dated January 27, 2025
10.4*	Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (MSA)
10.5*	Assignment, Assumption and Novation Agreement dated January 30, 2025, by and among Mangoceuticals, Inc., as assignor, Mango & Peaches Corp., as assignee, and Epiq Scripts, LLC (Consulting Agreement)
10.6*	LT Global Practice Management Service Agreement dated January 28, 2025, between Mangoceuticals, Inc. and LT Global Practice Management
10.7*	Master Distribution Agreement dated January 30, 2025, between Propre Energie Inc, as supplier, and Mangoceuticals, Inc., as distributor
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

* Filed herewith.

€ Certain information contained in this Exhibit has been omitted (and replaced by X’s) pursuant to Item 601(a)(6) of Regulation S-K, because disclosure of such information would constitute a clearly unwarranted invasion of personal privacy.

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 hereunto duly authorized.

	MANGOCEUTICALS, INC.
Date:<br> January 31, 2025	By:	/s/ Jacob D. Cohen
		Jacob<br> D. Cohen
		Chief<br> Executive Officer

Exhibit10.1

Via Email	August<br> 27, 2024

Mangoceuticals Inc. d/b/a MangoRX (“Debtor” “you” or “your”)

Re:	Your<br> Outstanding Debt of $516,250 to Barstool Sports. Inc. (“Barstool” “we” “us” “our”)<br> under its Advertising Agreement with you (the “Agreement”)

Dear Debtor,

As discussed, this letter (this “Letter”), when signed by you, will set forth your agreement with respect to the following, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the date hereof (the “Effective Date”):

Outstanding Debt. Under the Agreement, you owe Barstool $516,250 (the “Outstanding Amount”). Notwithstanding that the Outstanding Amount is already past due under the Agreement, Barstool will accept payment of the Outstanding Amount in accordance with the payment schedule outlined below (the “Payment Plan”) in satisfaction of your payment obligations with respect to the Outstanding Amount, provided that you pay Barstool such amounts, in full, via wire (in accordance with the wiring instructions below), immediately when due; and provided further that you comply with all other terms and conditions of this letter. If Barstool has not timely received any amount when due hereunder, all amounts due under the Agreement will immediately become due and payable in full (in such event, you will also be responsible for Barstool’s out-of-pocket collections costs). Barstool will charge a monthly late fee on past due amounts equal to the lesser of the prime rate plus 2% or max rate allowed by applicable law, until such amounts are paid in full.

Barstool’s wiring instructions are as follows:

Bank<br> Name:	XXXXXXXXXXX
Bank<br> Address:	XXXXXXXXXXX
Bank<br> ABA:	XXXXXXXXXXX
Account<br> Name:	XXXXXXXXXXX
Account<br> Number:	XXXXXXXXXXX
SWIFT:	XXXXXXXXXXX

The Payment Plan is as follows:

Wire<br> Payment Date	Portion<br> of Outstanding Amount
Immediately upon <br>signature<br> of this Letter	$	16,250
No later than <br>December 31, 2024	$	500,000
TOTAL	$	516,250

2.	Immediately Cease and Desist from All Use of Barstool IP. It has also come to our attention that you are infringing on Barstool intellectual<br> property by, among other things, using our name and logo in marketing and promotion of your products, including but not limited to<br> on your official website (see screenshot attached as Exhibit A to this letter). Please immediately cease and desist from any and<br> all such uses. By signing this Letter, you are confirming that all such used have ceased. Notwithstanding anything to the contrary<br> contained in this Letter, Barstool expressly reserves all rights and remedies with respect to your infringement of its intellectual<br> property, including to pursue more formal legal action (including, for example, if you fail to promptly comply with this Section<br> 2).
3.	Miscellaneous. This Letter will be binding and enforceable upon, and will inure to the benefit of, the Parties and their respective successors<br> and assigns. No amendment or modification to this Letter will be binding unless in writing and signed by both you and us. This Letter<br> will be governed by the laws of the State of New York. The invalidity or unenforceability of any provision of the Letter will not<br> affect the validity or enforceability of any other provision. Nothing contained or omitted in this Letter will be deemed to waive<br> any of our rights or remedies under the Agreement, all of which are expressly reserved. This Letter may be executed in any number<br> of physical or electronic counterparts, all of which taken together will constitute a single instrument, but will not be valid and<br> binding upon the parties hereto unless and until it is executed by both parties.
Sincerely,
---	---
BARSTOOL
Signature:	/s/Paul Anderson
Name:	Paul<br> Anderson
Title:	SVP,<br> General
	Counsel
ACCEPTED<br> AND AGREED TO:
---	---
DEBTOR
Signature:	/s/Jacob Cohen
Name:	Jacob<br> Cohen
Title:	CEO

EXHIBIT A

Exhibit 10.2

DEBT PURCHASE AGREEMENT

This Debt Purchase Agreement (this “Agreement”) is entered into effective as of January 10, 2025 (the “EffectiveDate”), by and between MAAB Global, Ltd., and Bruce Bent, an individual (collectively, “Purchaser”), on the one hand, and Barstool Sports Inc., a Delaware corporation (“Creditor”), on the other hand. Purchaser and Creditor (each, a “Party” and, together, the “Parties”) agree as follows with respect to that certain payment plan letter agreement dated August 27, 2024 acknowledged and agreed by Mangoceuticals, Inc., a Texas corporation (the “Company”) to Creditor in the principal amount of $500,000 (the “Letter”, a copy of which is attached hereto as Exhibit A):

1. Purchaseand Sale. Purchaser hereby purchases from Creditor and, upon Creditor’s receipt of payment in full in the amount of the Purchase Price (the “Payment Date”), Creditor will be deemed to sell, transfer, convey and assign to Purchaser, for a total of $500,000 in cash (the “Purchase Price”), all right, title and interest of Creditor in and to amounts owed pursuant to the Letter (the “Debt”). For purposes of clarity, Purchaser’s purchase of the Debt from Creditor will not be effective unless and until Creditor has received payment of the Purchase Price (and any accrued interest pursuant to the Letter, as further discussed in Section 2 below) in full.

2. Paymentof Purchase Price. $100,000 of the Purchase Price will be paid to Creditor by Purchaser simultaneously with the Parties’ entry into this Agreement; the remaining $400,000 of the Purchase Price will be paid to Creditor by Purchaser by no later than February 28, 2025. Purchaser and Company understand and agree that the Debt is currently past due and has been accruing late fees pursuant to Section 1 of the Letter since January 1, 2025. Creditor hereby agrees to waive all such late fees, provided that the Purchase Price is timely paid in accordance with the foregoing payment schedule. If any portion of the Purchase Price is not timely paid, the Purchase Price will immediately become due in full, together all such late fees accruing under the Letter (which, as set forth in the Letter, will continue to accrue until paid in full).

Purchaser will make all payments to Creditor via wire transfer as follows:

Bank<br> Name:	XXXXXXXXXXX
Bank<br> Address:	XXXXXXXXXXX
Bank<br> ABA:	XXXXXXXXXXX
Account<br> Name:	XXXXXXXXXXX
Account<br> Number:	XXXXXXXXXXX
SWIFT:	XXXXXXXXXXX

**3. Cooperation.**Creditor will furnish Purchaser will all documentation and evidence supporting the Letter upon reasonable request, and reasonably cooperate in providing any other information and taking any other action that Purchaser deems necessary or appropriate to collect on and/or confirm the outstanding amount of the Debt subsequent to the date hereof. Upon Purchaser’s reasonable request after payment in full of the Purchase Price, Creditor will duly execute and deliver, or cause to be duly executed and delivered to Purchaser such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of Purchaser to effectuate the provisions and purposes of this Agreement.

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4. Representations,Warranties and Covenants of Creditor. Creditor hereby represents, warrants and covenants to Purchaser as follows:

(a) The Letter reflects a bona fide outstanding debt owed by the Company, and is an enforceable obligation arising in the ordinary course of business. The Debt was payable in full on December 31, 2024 and is currently past due.

(b) The Debt is not reasonably subject to dispute and the Company is unconditionally obligated to pay debt obligations without defense, counterclaim or offset.

(c) Creditor is the sole owner of the Debt, free and clear of all liens, encumbrances and rights of third parties. Creditor has not previously sold, transferred, encumbered (including, but not limited to, providing anyone an option or other right to purchase the Debt) or released any part of the Debt (including accrued and unpaid interest thereon).

(d) There has been no amendment, modification, compromise, forbearance, or waiver (written or oral) entered into or given with respect to the Debt . There is no action based on the Debt that is currently pending in any court or other legal venue, and no judgments based upon the Debt have been previously entered in any legal proceeding.

(e) Creditor has all necessary power and authority to (i) execute, deliver and perform all of its obligations under this Agreement, and (ii) sell, convey, transfer and assign the Debt to Purchaser. Creditor has such knowledge and experience in business and financial matters that it is able to protect its own interests and evaluate the risks and benefits of entering into this Agreement. Creditor acknowledges and agrees that it has had an opportunity to conduct its own due diligence and consult with its own legal counsel, and tax, financial and other advisors, and that Creditor is not relying in that regard on Purchaser.

(f) The execution, delivery and performance of this Agreement by Creditor has been duly authorized by all requisite action on the part of Creditor. This Agreement has been duly executed and delivered by Creditor and constitutes the legal, valid and binding obligation of Creditor, enforceable against Creditor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting Creditor’s rights generally or the availability of equitable remedies.

(g) The execution and delivery of this Agreement by Creditor and the performance of all of its obligations hereunder (i) do not and will not violate, conflict with, breach, or constitute a default under, any material contract, agreement or commitment binding upon such Creditor, and (ii) do not and will not conflict with or violate any applicable law, rule, regulation, judgment, order or decree of any court or other government authority having jurisdiction over such Creditor or the Debt .

(h) There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of Creditor, threatened against or affecting Creditor or any of its assets before or by any court, arbitrator, governmental or administrative agency, or regulatory authority that adversely affects or challenges the legality, validity or enforceability of, or that could have or reasonably be expected to result in a material adverse effect on this Agreement.

(i) Creditor will not, directly or indirectly, receive any consideration from or be compensated in any manner by the Company, or any affiliate of the Company, in exchange for or in consideration for selling the Debt.

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Representations, Warranties and Covenants of Purchaser; Company. Purchaser hereby represents, warrants and covenants to Creditor as follows:

(a) Purchaser realizes that the Debt cannot readily be sold and must not be accepted unless Purchaser has liquid assets sufficient to assure that Purchaser can provide for current needs and possible personal contingencies;

(b) Purchaser is an “accredited investor” as such term is defined in Rule 501 of the Securities Act of 1933, as amended;

(c) The execution and delivery by Purchaser of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which Purchaser is a party or by which Purchaser is bound or affected; and

(d) Purchaser has the cash funds sufficient to make all payments of the Purchase Price when due hereunder.

Company hereby represents, warrants and covenants to Creditor and Purchaser that the Debt is not reasonably subject to dispute and the Company is unconditionally obligated to pay debt obligations without defense, counterclaim or offset.

6. Feesand Expenses. Each Party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such Party incident to the negotiation, preparation, execution, delivery and performance of this Agreement; provided however, that if Purchaser does not timely pay the Purchase Price in full, Purchaser shall pay for Creditor’s collection costs and expenses (including outside legal fees) incurred directly in connection with its collection of the Purchase Price. Creditor understands that Purchaser shall not be liable for any commissions, selling expenses, orders, purchases, contracts, taxes, withholding, or obligations of any kind resulting from any or arising out of settlement of the Debt.

GoverningLaw; Venue. This Agreement is to be construed in accordance with and governed by the laws of the State of New York, without giving effect to any choice or conflict of law, rule or regulation (whether of the State of Texas or other jurisdiction) which would cause the application of any law, rule or regulation other than of the State of New York. Any dispute, claim, controversy, or legal proceeding arising out of or relating to this Agreement in any way (any “Dispute”) shall be exclusively brought before a business court in New York, New York(the “Business Court”), if the Dispute meets the jurisdictional requirements of such Business Court; and, if the Dispute does not meet the jurisdictional requirements of such Business Court, or the Business Court is not then accepting new case filings, then the Dispute shall be exclusively brought in the Circuit Court in and for New York, New York. The Parties also hereby consent to supplemental jurisdiction by the Business Court over any claims that are part of the same case or controversy as that which meets the primary jurisdictional requirements of such Business Court.

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8. Construction;Survival. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rules of strict construction will be applied against any Party. The representations and warranties contained herein shall survive the closing of the transactions contemplated herein and the assignment of the Debt. Wherever the context hereof shall so require, the singular shall include the plural, the masculine gender shall include the feminine gender and the neuter and vice versa.

9. NoThird Party Beneficiaries. This Agreement is intended for the benefit of Creditor and Purchaser and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by any other person; provided that the Company shall be able to rely on this Agreement for all purposes.

10. EntireAgreement. This Agreement, together with the exhibits hereto, contains the entire agreement and understanding of the Parties, and supersedes all prior and contemporaneous agreements, letters, discussions, communications and understandings, both oral and written, concerning the sale, transfer, conveyance and assignment of the Debt which the Parties acknowledge have been merged into this Agreement.

**11. Severability.**Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

12. Reviewand Construction of Documents. The Creditor represents to the Purchaser and the Purchaser represents to the Creditor, that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

**13. Remedies.**The Parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the Parties agree that if either Party fails or refuses to fulfill any of its obligations under this Agreement or to make any payment or deliver any instrument required hereunder or thereunder, then the other Party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such Party might be entitled.

14. Effectof Facsimile and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Remainder of page left intentionally blank. Signature page follows.]

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INWITNESS WHEREOF, the Parties hereto have caused this Debt Purchase Agreement to be duly executed, to be effective as of the Effective Date set forth above.

CREDITOR:

Barstool Sports, Inc.
By:	/s/ Paul Anderson
Its:	SVP,<br> General Counsel
Printed<br> Name:	Paul<br> Anderson
PURCHASER:
---	---
By:	/s/ Bruce Bent
Its:	Owner
Printed<br> Name:	Bruce<br> Bent

COMPANY:

Solelyapproving and consenting to the sale of the Debt, approving and consenting to any other matters specifically pertaining to Company hereunder,and confirming that it will, subsequent to the Payment Date, recognize the Purchaser as the sole owner of the Debt:

Mangoceuticals,<br> Inc.
/s/ Jacob Cohen
Jacob<br> Cohen
Chief<br> Executive Officer

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Exhibit10.3

FIRSTAMENDMENT TO PAYMENT PLAN LETTER AGREEMENT

This First Amendment to Payment Plan Letter Agreement (this “Amendment”), dated and effective January 27, 2025 (the “Effective Date”), amends that certain Payment Plan Letter Agreement dated August 27, 2024, evidencing amounts owed by Mangoceuticals, Inc., a Texas corporation (the “Company”) to Barstool Sports, Inc. (the “LetterAgreement”), which debt was subsequently purchased by MAAB Global, Ltd. on January 10, 2025 (the “Debt Holder”), each a “Party” and collectively, the “Parties”. Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Letter Agreement.

WHEREAS, the Parties desire to amend the Letter Agreement on the terms, and subject to the conditions, set forth below.

NOW,THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration each of the Parties hereby acknowledge and confirm the receipt and sufficiency thereof, the Parties hereto agree as follows:

1.Amendments to Letter Agreement.

(a) Effective as of the Effective Date, a new Section 4 shall be added to the Letter Agreement and shall read as follows:

“4. Option to Convert The Outstanding Amount Into Shares of Common Stock.

(a) At any time prior to the payment in full by the Debtor of the amount owed under this Letter, the debt holder (“Holder”) shall have the option to convert the then Outstanding Amount (the “Principal”) (or any portion thereof) into shares (the “Shares”) of common stock of the Debtor (“Common Stock”), at the Conversion Price (the “Holder Conversion Option” and, each a “Conversion”). The “ConversionPrice” shall equal $1.50 per share of Common Stock, as equitably adjusted for any stock split or recapitalization.

(b) In order to exercise this Holder Conversion Option, the Holder shall provide the Debtor a written notice of its intention to exercise this Holder Conversion Option, which notice shall set forth the amount of the Principal to be converted (“Notice of Conversion”). Within ten (10) business days of the Debtor’s receipt of the Notice of Conversion, the Debtor shall deliver or cause to be delivered to the Holder, written confirmation that the Shares have been issued in the name of the Holder. If the Debtor reasonably believes that there is an error in Holder’s calculation of the Shares issuable in connection with the Notice of Conversion or the Conversion Price provided for therein, or another issue with the conversion, the Debtor shall not be obligated to honor such defective Notice of Conversion and shall promptly notify Holder of such errors.

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(c) In the event of the exercise of the Holder Conversion Option, Holder shall cooperate with the Debtor to promptly take any and all additional actions required to make Holder a stockholder of the Debtor including, without limitation, in connection with the issuance of the Shares and providing the Debtor or its legal counsel or Transfer Agent, representations as to financial condition, investment intent and sophisticated investor status of such Holder as may be reasonably requested or required. The Debtor shall at all times take any and all additional actions as are necessary to maintain the required authority to issue the Shares to the Holder, in the event the Holder exercises its rights under the Holder Conversion Option.”

(b) Effective as of the Effective Date, the Letter Agreement shall be amended to include the following language at the top thereof:

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

2.Securities Representations. The Debt Holder represents and warrants to the Company as follows:

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

(b) Disclosureof Information.

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

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(ii) Without limiting or reducing in any way Section 2(b)(i), above, the Debt Holder acknowledges that it (A) is aware of, has received and had an opportunity to review (x) the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2024 (the “Annual Report”); and (y) Company’s current reports on Form 8-K and Quarterly Reports on Form 10-Q from January 1, 2024, to the date of this Amendment (which filings can be accessed by going to https://www.sec.gov/edgar/searchedgar/companysearch.html, typing “Mangoceuticals” in the “Name, ticker symbol, or CIK” field, and clicking the “Submit” button), in each case (x) through (z), including, but not limited to, the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of Company; and (B) is not relying on any oral representation of Company or any other person, nor any written representation or assurance from Company; in connection with Debt Holder’s entry into this Amendment, acceptance of the Shares and investment decision in connection therewith.

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

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

(e) NoGeneral Solicitation. Debt Holder has not become aware of and has not been offered the Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to such Debt Holder’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.

(f) NoRegistration Rights. Debt Holder confirms and acknowledges that Company is not under any obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares, and such Debt Holder is solely responsible for determining the status, in its hands, of the Shares acquired hereunder and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Shares.

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

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

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

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

3.Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Amendment and the transactions contemplated herein.

4.Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:

(a) Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and thereby. This Amendment constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles;

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(b) The execution and delivery by such Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such Party is bound or affected; and

(c) Any individual executing this Amendment on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Amendment on behalf of such entity.

5.Further Assurances. The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Amendment and the transactions contemplated herein.

6.Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the Letter Agreement to “Agreement”, “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Letter Agreement as modified or amended hereby.

7.Letter Agreement to Continue in Full Force and Effect. Except as specifically modified or amended herein, the Letter Agreement and the terms and conditions thereof shall remain in full force and effect.

8.Entire Amendment. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise, other than the Letter Agreement, which is amended as set forth herein.

9.Construction. In this Amendment words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders.

10.Governing Law; Waiver of Jury Trial. This Agreement is to be construed in accordance with and governed by the laws of the State of Texas, without giving effect to any choice or conflict of law, rule or regulation (whether of the State of Texas or other jurisdiction) which would cause the application of any law, rule or regulation other than of the State of Texas. Any dispute, claim, controversy, or legal proceeding arising out of or relating to this Agreement in any way (any “Dispute”) shall be exclusively brought before a business court in the First Business Court Division of the State of Texas (the “Business Court”), if the Dispute meets the jurisdictional requirements of such Business Court; and, if the Dispute does not meet the jurisdictional requirements of such Business Court, or the Business Court is not then accepting new case filings, then the Dispute shall be exclusively brought in the Circuit Court in and for Dallas County, Texas. The Parties also hereby consent to supplemental jurisdiction by the Business Court over any claims that are part of the same case or controversy as that which meets the primary jurisdictional requirements of such Business Court.

11.Heirs, Successors and Assigns. This Amendment shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party shall be able to assign this Amendment without the prior written consent of the other Party; provided, that, either Party can assign this Amendment to a successor to all or substantially all of its business to which this Amendment relates, whether by asset sale, merger, reorganization or otherwise.

12.Counterparts and Signatures. This Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Remainder of page left intentionally blank. Signature page follows.]

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INWITNESS WHEREOF, the Parties hereto have executed this Amendment as of the day and year first above written to be effective as of the Effective Date.

COMPANY

Mangoceuticals, Inc.
By:
Its:
Printed<br> Name:

DEBTHOLDER

MAAB Global, Ltd.
By:
Its:
Printed<br> Name :

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Exhibit10.4

ASSIGNMENT,ASSUMPTION AND NOVATION AGREEMENT

This Assignment, Assumption and Novation Agreement (this “Assignment”) is made and entered into this 30^th^ day of January 2025, and effective as of January 1, 2025 (the “Effective Date”), by and among Mangoceuticals, Inc., a Texas corporation (“Assignor”), Mango & Peaches Corp., a Texas corporation (“Assignee”), and Epiq Scripts, LLC, a Texas limited liability company (“Counterparty”).

WI T N E S S E T H:

A. Counterparty and Assignor previously entered into those certain agreements dated as listed and outlined on Exhibit A hereto (as amended from time to time, the “Agreement”).

B. Assignor is the 100% owner of Assignee, and Assignee and Assignor desire to assign the Assignor’s rights and obligations under the Agreement to Assignee, and for the Counterparty to agree and consent to such assignment.

C. In consideration of Assignee assuming all of Assignor’s rights and obligations under the Agreement, Counterparty agrees to consent to the Assignment (defined below), on the terms and conditions set forth below.

AGREEMENT

NOW,THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, which the parties each acknowledge the receipt and sufficiency of, the parties hereto agree as follows:

1.Assignment. Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor’s rights, title, obligations, and interest in, to, and under the Agreement (the “Assignment”). From the Effective Date, Assignor has, and will, promptly, fully, and completely keep, fulfill, observe, perform, and discharge each and every covenant and obligation of the Agreement.

2.Confirmations. The Assignor and the Counterparty each agree, confirm and acknowledge to the Assignee that:

(a) No default has occurred under the terms of the Agreement to date;

(b) The Assignor has complied with all terms of the Agreement through the date of this Assignment (or the Effective Date, whichever is earlier); and

(c) There exists no grounds or basis for any claim or allegation by Counterparty (with or without any further notice or grace period) of any breach or default by Assignor under the Agreement.

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3.Assumption.

(a) Assignee unconditionally assumes and shall promptly, fully and completely keep, fulfill, observe, perform and discharge each and every covenant and obligation that may accrue and become performable, due or owing by Assignor under the Agreement from and after the Effective Date.

(b) Assignee has, and shall, perform the obligations of Assignor that may accrue and become performable, due or owing under the Agreement from and after the Effective Date, and Assignee shall be bound by all of the terms and conditions of the Agreement in every way as if Assignee were originally a party thereto as “Customer”. Assignee shall have no liability or obligation whatsoever with respect to any covenant, condition, or obligation arising or accruing under the Agreement prior to the Effective Date.

4.Consent; Release of Assignor and Novation.

(a) Pursuant to the foregoing terms and conditions, Counterparty hereby approves and agrees to the Assignment and the terms and conditions of this Assignment. Such approval to the extent required shall be deemed the Counterparty’s written approval, agreement and consent to the Assignment for all purposes, and the waiver of any rights which accrue to the Counterparty under the Agreement in connection therewith.

(b) Notwithstanding anything to the contrary in the Agreement, Counterparty releases and forever discharges Assignor, as well as its officers, directors, shareholders, employees, agents and representatives, from all obligations accruing under the Agreement after the Effective Date.

(c) Counterparty recognizes Assignee as Assignor’s successor-in-interest in and to the Agreement and to all of Assignor’s rights thereunder. Commencing on the Effective Date, Assignee by this Assignment became/becomes entitled to all right, title and interest of Assignor in and to the Agreement. Following the Effective Date: (i) the term “Customer” as used in the Agreement, shall refer to Assignee; (ii) Counterparty accepts the liability of Assignee in lieu of the liability of Assignor; and (iii) Counterparty shall be bound by the terms of the Agreement in every way as if Assignee were named in the Agreement in place of Assignor as a party thereto.

(d) Counterparty consents to the assignment and assumption of the Agreement set forth herein and Counterparty waives any recapture right that it may have under the Agreement as a result of this assignment.

5.Ongoing Obligation, Indemnification.

(a) Assignee shall indemnify and hold Assignor harmless from any and all claims, demands, causes of action, losses, costs (including, without limitation, reasonable court costs and attorneys’ fees), liabilities or damages of any kind or nature whatsoever that Assignor may sustain by reason of Assignee’s breach or non-fulfillment (whether by action or inaction), of any covenant or obligation under the Agreement to be performed by Assignor or Assignee thereunder after the Effective Date.

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(b) Assignor shall indemnify and hold Assignee harmless from any and all claims, demands, causes of action, losses, costs (including, without limitation, reasonable court costs and attorneys’ fees), liabilities or damages of any kind or nature whatsoever that Assignee may sustain by reason of Assignor’s breach or non-fulfillment (whether by action or inaction), of any covenant or obligation under the Agreement to be performed by Assignor thereunder prior to the Effective Date, or by reason of any misrepresentation or breach by Assignor of any warranty set forth herein.

(c) Assignor shall indemnify and hold Counterparty harmless from any and all claims, demands, causes of action, losses, costs (including, without limitation, reasonable court costs and attorneys’ fees), liabilities or damages of any kind or nature whatsoever that Counterparty may sustain by reason of Assignor’s breach or non-fulfillment (whether by action or inaction), of any covenant or obligation or representation under the Agreement to be performed by Assignor, or by reason of any misrepresentation or breach by Assignor of any warranty set forth herein.

(d) Assignee shall indemnify and hold Counterparty harmless from any and all claims, demands, causes of action, losses, costs (including, without limitation, reasonable court costs and attorneys’ fees), liabilities or damages of any kind or nature whatsoever that Counterparty may sustain by reason of Assignee’s breach or non-fulfillment (whether by action or inaction), of any covenant or representation or obligation under the Agreement to be performed by Assignee, or by reason of any misrepresentation or breach by Assignor of any warranty set forth herein.

(e) The indemnification obligations under this Section shall be conditioned upon the indemnitee giving notice to the indemnitor promptly after the indemnitee receives notice of the claim and shall survive the expiration or termination of the Agreement.

6.Continued Effectiveness. Except as otherwise provided or modified herein, all terms and conditions of the Agreement shall remain effective with respect to Assignee and Counterparty.

7.Representations, Covenants, and Warranties. Each of the parties, for themselves and for the benefit of each of the other parties hereto, represents, covenants and warranties that:

(a) Such party has all requisite power and authority, corporate or otherwise, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and thereby. This Assignment constitutes the legal, valid, and binding obligation of such party enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and general equitable principles;

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(b) The execution and delivery by such party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority, any of the governing documents of such party, or any contract to which such party is bound or affected; and

(c) any individual executing this Assignment on behalf of a party has the authority to act on behalf of such party and has been duly and properly authorized to sign this Assignment on behalf of such party.

8.Further Assurances. The parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Assignment and the transactions contemplated herein.

9.Consideration. All of the parties agree and confirm by signing below that they have received valid consideration in connection with this Assignment and the transactions contemplated herein.

10.Miscellaneous.

(a) Any capitalized terms not otherwise defined within this Assignment shall have the meanings set forth in the Agreement.

(b) Each provision of this Assignment shall extend, bind and inure to the benefit of Counterparty, Assignor and Assignee and their respective permitted successors and assigns, including without limitation successor assignees of the Agreement.

(c) This Assignment contains the entire agreement between the parties relating to the matters set forth herein, and all prior negotiations and agreements are merged in this Assignment. This Assignment may not be changed, modified, or discharged, in whole or in part, except by a written instrument executed by the party against whom enforcement of the change, modification, or discharge is sought.

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(d) Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Assignment, said party has fully informed itself of the terms, contents, conditions, and effects of this Assignment; (b) said party has relied solely and completely upon its own judgment in executing this Assignment; (c) said party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Assignment; (d) said party has acted voluntarily and of its own free will in executing this Assignment; and (e) this Assignment is the result of arm’s length negotiations conducted by and among the parties and their respective counsel.

(e) This Assignment and any signed agreement or instrument entered into in connection with this Assignment, and any amendments hereto or thereto may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

(f) This Assignment shall be governed in all respects by the laws of the state of Texas.

(g) If any term or provision of this Assignment or any application thereof shall be invalid or unenforceable, the remainder of this Assignment and any other application of such term shall not be affected thereby.

11.All Parties Consent. Each of Assignor, Assignee, and Counterparty consent to all of the provisions of this Assignment.

[Remainder of page left intentionally blank. Signature page follows.]

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INWITNESS WHEREOF, the parties have executed this Assignment the day and year first above written, to be effective as of the Effective Date.

ASSIGNOR:
	Mangoceuticals, Inc.
	By:	/s/ Jacob Cohen
	Name:	Jacob<br> Cohen
	Title:	CEO
ASSIGNEE:
	Mango & Peaches Corp.
	By:	/s/ Jacob Cohen
	Name:	Jacob<br> Cohen
	Title:	CEO
COUNTERPARTY:
	EPIQ SCRIPTS, LLC
	By:	/s/ Sultan Haroon
	Name:	Sultan<br> Haroon
	Title:	Manager

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EXHIBITA

Date	Name of Document
09/01/2022	Master<br> Services Agreement
03/30/2023	Amendment<br> and Addendum to The Statement of Work
08/16/2023	Amendment<br> and Addendum to The Statement of Work
09/19/2023	Amendment<br> and Addendum to The Statement of Work
12/22/2023	Amendment<br> and Addendum to The Statement of Work
07/01/2024	Amendment<br> and Addendum to The Statement of Work

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Exhibit10.5

ASSIGNMENT,ASSUMPTION AND NOVATION AGREEMENT

WI T N E S S E T H:

A. Counterparty and Assignor previously entered into that Consulting Agreement dated September 15, 2023 attached in the form of ExhibitA hereto (as amended from time to time, the “Agreement”).

AGREEMENT

2.Confirmations. The Assignor and the Counterparty each agree, confirm and acknowledge to the Assignee that:

(a) No default has occurred under the terms of the Agreement to date;

(b) The Assignor has complied with all terms of the Agreement through the date of this Assignment (or the Effective Date, whichever is earlier); and

(c) There exists no grounds or basis for any claim or allegation by Counterparty (with or without any further notice or grace period) of any breach or default by Assignor under the Agreement.

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3.Assumption.

(b) Assignee has, and shall, perform the obligations of Assignor that may accrue and become performable, due or owing under the Agreement from and after the Effective Date, and Assignee shall be bound by all of the terms and conditions of the Agreement in every way as if Assignee were originally a party thereto as “Company”. Assignee shall have no liability or obligation whatsoever with respect to any covenant, condition, or obligation arising or accruing under the Agreement prior to the Effective Date.

4.Consent; Release of Assignor and Novation.

(c) Counterparty recognizes Assignee as Assignor’s successor-in-interest in and to the Agreement and to all of Assignor’s rights thereunder. Commencing on the Effective Date, Assignee by this Assignment became/becomes entitled to all right, title and interest of Assignor in and to the Agreement. Following the Effective Date: (i) the term “Company” as used in the Agreement, shall refer to Assignee; (ii) Counterparty accepts the liability of Assignee in lieu of the liability of Assignor; and (iii) Counterparty shall be bound by the terms of the Agreement in every way as if Assignee were named in the Agreement in place of Assignor as a party thereto.

5.Ongoing Obligation, Indemnification.

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6.Continued Effectiveness. Except as otherwise provided or modified herein, all terms and conditions of the Agreement shall remain effective with respect to Assignee and Counterparty.

7.Representations, Covenants, and Warranties. Each of the parties, for themselves and for the benefit of each of the other parties hereto, represents, covenants and warranties that:

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9.Consideration. All of the parties agree and confirm by signing below that they have received valid consideration in connection with this Assignment and the transactions contemplated herein.

10.Miscellaneous.

(a) Any capitalized terms not otherwise defined within this Assignment shall have the meanings set forth in the Agreement.

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(f) This Assignment shall be governed in all respects by the laws of the state of Texas.

11.All Parties Consent. Each of Assignor, Assignee, and Counterparty consent to all of the provisions of this Assignment.

[Remainder of page left intentionally blank. Signature page follows.]

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INWITNESS WHEREOF, the parties have executed this Assignment the day and year first above written, to be effective as of the Effective Date.

ASSIGNOR:
****	Mangoceuticals, Inc.
	By:	/s/ Jacob Cohen
	Name:	Jacob<br> Cohen
	Title:	CEO
ASSIGNEE:
****	Mango & Peaches Corp.
	By:	/s/ Jacob Cohen
	Name:	Jacob<br> Cohen
	Title:	CEO
COUNTERPARTY:
****	EPIQ SCRIPTS, LLC
	By:	/s/ Sultan Haroon
	Name:	Sultan<br> Haroon
	Title:	Manager

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EXHIBITA

CONSULTINGAGREEMENT

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Exhibit10.6

LTGLOBAL PRACTICE MANAGEMENT

SERVICEAGREEMENT

THISSERVICE AGREEMENT (“Agreement”) is made and entered into this 28^th^ day of January 2025 by and between LT Global Practice Management (“LT Global Practice Management” or the “Contractor”) of 3400 Welborn Street, #226, Dallas, TX 75219 and Mango & Peaches Corp. (“Client”) of 15110 N. Dallas Pkwy, Suite 600, Dallas, Texas 75248; collectively referred to herein as “the parties.”

RECITALS

1.	Contractor<br> provides experienced, qualified virtual professionals (hereinafter “VP” and/or “VP Services”)<br> ranging from the rate of One Thousand Eight Hundred and NO/00 Dollars to Three Thousand Five Hundred and NO/00 Dollars on a full-time<br> basis per VP.
2.	Client<br> desires to hire Contractor to provide VP Services and/or general consulting services (on an as needed basis with a one-month minimum<br> term).
3.	Client<br> and Contractor acknowledge that Client may, from time to time, wish to engage Contractor’s consulting services which shall<br> be memorialized and agreed upon in a separate writing as to when such services shall take place.
4.	Contractor<br> desires to provide VP Services to Client according to the terms of this Agreement.
5.	During<br> the term of this Agreement and for two years thereafter, the Client shall not, without the Contractor’s explicit written consent,<br> knowingly, directly or indirectly, solicit or recruit for employment or hire any of the Contractor’s employees, suppliers,<br> vendors, or VPs. The Client acknowledges that such an act will be a direct violation of this Agreement and can cause the Contractor<br> irreparable harm to which the Contractor shall seek to recover damages.

ANDNOW, for and in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:

ARTICLES

1.Incorporation. The above recitals are hereby made a part of this Agreement as set forth above.

2.Effective Date. This Agreement is effective as of the date it is signed by the last party to sign it, as indicated by the date next to the party’s signature (“Effective Date”). If any party signs this document but fails to date their signature, the date the other party receives the signing party’s signed Agreement shall be deemed to be the date that such signing party executed this Agreement.

3.Commencement Date. The VP Services contracted for, by the terms of this agreement, shall commence on January 15, 2025 or the first available date.

4.Termination. Either party may terminate this Agreement by providing the other party with written notice; said termination shall be provided at least thirty (30) days in advance of the termination date. Client shall be responsible to pay the fee for services rendered up to and including the termination date.

5.Description of Services. Contractor’s virtual assistants (VP) may be engaged to perform the following tasks for Client: answer incoming calls, return telephone calls, contacting Client’s clients via telephone and/or Portal, scheduling appointments, performing other secretarial duties as needed and only after appropriate training as agreed upon by Contractor and Client during the course of this Agreement.

6.Payment. Client agrees to pay a flat fee for the any services requested. Client shall pre-pay for the VP Services to secure availability. A late fee of Fifty and NO/00 Dollars ($50.00) per day will apply if the payment is not made by the 25th of the month.

7.Responsibilities of Client. When VP Services are provided to Client, Client shall:

Provide VP(s) with the systems and processes of the client in order to further success of VP.

8.Confidentiality. The parties agree to treat and hold all information of/or relating to this Agreement and the VP Services provided by Contractor or the VPs in strict confidence and further agree the parties and the VPs will not use any of the aforesaid information except in connection with fulfilling the terms of this Agreement.

The parties acknowledge and agree that it will be necessary for the parties to disclose certain confidential and propriety information to the Contractor in order for VP Services to be provided to Client in an efficient and effective manner in order for Contractor to perform its duties under this Agreement. The parties further acknowledge and agree that disclosure of the aforesaid information by Contractor or Contractor’s VP(s) to a third party or misuses of this propriety or confidential information would cause irreparable harm to Client, Contractor, or both.

Accordingly, the parties hereby agree they will not disclose, directly or indirectly, either individually or through their employees, agents or assigns, any proprietary or confidential information of either party without prior written permission except to the extent necessary to perform Services on Client’s behalf.

Client will further ensure that the VPs abide by the terms of this Agreement and keep the Contractor’s proprietary and confidential information confidential.

Proprietary or confidential information includes, but is not limited to:

a. The written, printed, graphic, or electronically recorded materials furnished by Contractor to Client or his/her/its agents, employees, or assigns;

b. The written, printed, graphic, or electronically recorded materials furnished by Client to Contractor or its agents, employees, or assigns;

c. Any and all data in Client’s case management system (regardless of whether such information relates to Client specifically or to Client’s clients); including, but not limited to: social security numbers, bank account information, health information, phone numbers, addresses, email addresses, case information, staff information, accounting information (including billable hours, profit, revenue, expenses, profit margins), KPI information (lead data, case data, profitability data), marketing technics and systems, procedural systems utilized by the firm, etc.

d. Any written or tangible information stamped “confidential,” “proprietary” or with a similar legend, that Client makes reasonable efforts to maintain in secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information; Further, Client is under no formal obligation to identify the extent of any and all confidential information. Therefore, to the extent that it is not specifically listed herein, confidential information shall include and all information that by its very nature, or under the circumstances of the disclosure, shall reasonable be understood to be confidential or proprietary. Further, any information from/gained by Contractor (and Contractor’s VP(s)), directly or indirectly, is by definition confidential information.

The Contractor hereby acknowledges that it is aware (and that its Representatives are aware or, prior to receipt of any Confidential Information, will be advised by the Contractor), that the United States securities laws prohibit any person who has received from an issuer material, non-public information, from purchasing or selling securities of such issuer (including, but not limited to, selling short) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person will purchase or sell such securities and that the Contractor and its officers, directors, employees and agents (collectively, “Representatives”) will comply with such laws.

Each party receiving proprietary and/or confidential information (“Confidential Information”) hereunder (a “Receiving Party”) hereby expressly acknowledges and agrees that its failure or threatened failure to comply with the provisions of this Agreement may cause irreparable harm and damage to the party disclosing such Confidential Information (the “Disclosing Party”) for which the Disclosing Party will have no adequate remedy at law and which is reasonably foreseeable to have a material adverse effect upon the Disclosing Party. Accordingly, the Disclosing Party shall be entitled to seek a temporary, preliminary and/or permanent injunction in order to prevent or restrain any such breach by Receiving Party and the Disclosing Party shall not be required to post bond as a condition of the granting of such injunctive relief. Without limiting the foregoing provisions of this Section 8, Receiving Party assumes liability for all costs, expenses and damages (including, but not limited to, reasonable attorneys’ fees and investigation costs) arising from any breach of this Agreement by Receiving Party (and/or its direct and indirect subsidiaries and direct and indirect parent entities, if any and/or its Representatives), including without limitation, unauthorized use or disclosure of Confidential Information to third parties by agents, attorneys, accountants, or employees of Receiving Party or any other person to whom Receiving Party makes known any Confidential Information. In addition to any and all remedies available to the Disclosing Party at law or in equity respecting a breach hereof, Receiving Party agrees, at its own expense, to take commercially reasonable measures including, but not limited to, court proceedings to restrain any person to whom Receiving Party has disclosed Confidential Information from using or disclosing Confidential Information in any manner contrary to this Agreement.

9.Relationship of Parties. For the entire duration of this Agreement, Contractor shall not be an employee of Client. As such:

a. Contractor is an “Independent Contractor” as defined by the Internal Revenue Service (IRS);

b. Contractor is responsible for the payment of Contractor’s income tax and Client shall not retain and/or pay Contractor’s state and/or federal income or other associated employment taxes;

c. Contractor is free to provide VP and/or Consulting Services to others without limitation by Client;

d. Contractor retains the right to control and direct the means, manner, and method by which the VP and/or Consulting Services required by this Agreement will be performed (with the exception that Client must approve the VP Services with respect to fulfilling Client’s professional and ethical obligations); and

e. Client shall not provide fringe benefits to Contractor, including, but not limited to, tax withholding, health insurance benefits, paid vacation, disability insurance, etc.

10.Non-Disparagement Agreement. The parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any party to this Agreement.

11.Indemnification. Contractor agrees to indemnify and hold harmless Client and its employees, agents, and assigns for any injury, property damage, liability, claim or other cause of action arising out of or related to services performed hereunder.

12.Authorized to Sign. The individual signing this Agreement on behalf of Client and Contractor warrants, agrees, and represents that s/he is expressly authorized to sign this Agreement on behalf of such respective party.

13.Force Majeure. Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control or either party that materially affects the performance of VP Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation of pests), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created or occurring outside the control of either party such as a riot, disorder, pandemic, nuclear leak or explosion, or act or threat of terrorism.

14.Arbitration and Choice of Law. The parties agree that any disagreement, controversy or claim arising out of, or relating to this Agreement, or breach thereof, either directly or indirectly, including torts, shall be settled by arbitration pursuant to the laws of the State of Texas.

15.Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

16.Entire Agreement. This Agreement represents the entire Agreement between the parties. All prior communications are merged into this Agreement, and there are no terms or conditions other than those set forth herein.

17.Modifications in Writing. This Agreement may be amended only by the parties’ written agreement with proper Notice as defined herein. Further, no statement or promise of Contractor or its agents, employees, successors, or assigns shall be binding unless reduced to writing and signed by Contractor. No change shall be enforceable against any party unless it is in writing and signed by the parties.

18.Descriptive Heading. The descriptive headings used herein are for convenience only and are not intended to necessarily refer to the matter in sections which precede or follow them, and have no effect whatsoever in determining the rights or obligations of the parties.

19.Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

20.Non-Waiver. The failure of any party to insist on strict performance by any party hereto, or the terms of this Agreement shall not be construed as a waiver, release, or relinquishment thereof.

21.Execution & Multiple Originals. This Agreement may be executed via electronic media (email or facsimile), and in counterparts. This Agreement may also be executed in multiple originals, each of which shall be deemed an original and shall be admissible in any proceedings, legal or otherwise, without the production of other such originals.

INWITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have hereunder set their/its hands and seals on the date delineated below by the parties.

LT Global Practice Management
/s/ Lucine Aghajanyan
By:	Lucine<br> Aghajanyan
Its:	Manager
Mango & Peaches Corp.
/s/ Jacob Cohen
By:	Jacob<br> Cohen
Its:	CEO

Exhibit 10.7

MASTER DISTRIBUTION AGREEMENT

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

RECITALS

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

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

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

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

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

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

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

AGREEMENT

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

2. Grant of License.

(a)	License: Supplier hereby:
a.	Grants<br> to Distributor an exclusive, non-transferable (except to sub-distributors as discussed in Section 1, above) right and license to<br> market, sell, and distribute the Products to end-users, customers or clients (collectively, “End Users”) within<br> the Market; and
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b.	Grants<br> sub-licenses of these rights to third parties (sub-distributors) within the Market, subject to the terms and conditions of this Agreement<br> and Supplier’s prior written consent, with further instructions that:
i.	Any<br> sub-license be in writing and expressly incorporate the terms and conditions of this Agreement;
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ii.	Sub-distributor<br> shall not be granted any rights that are greater than the rights granted to the Distributor under this Agreement; and
iii.	Provide<br> that any breach of the sub-license by the sub-distributor shall be deemed a breach of this Agreement by the Distributor.
(b)	Reservation of Rights: Except for the rights expressly granted in this Section, Supplier reserves all other rights, title, and interest in<br> and to the Products, including all intellectual property rights.
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3.Prices and Terms. Distributor shall pay Supplier for the Products and performance of services hereunder as follows:

a.	Distributor<br> will provide Supplier with a Purchase Order outlining the mutually agreed- upon quantity, pricing, and shipping/delivery arrangements<br> for the Products between the Supplier and Distributor.
b.	Supplier<br> shall invoice Distributor for its Products in accordance with the terms of the Purchase Order, unless amended in writing by the Parties.
c.	Supplier<br> shall submit invoices to Distributor no later than 10 days prior to the anticipated shipping or delivery date of the Products to<br> the location defined in the Distributor’s purchase order.
d.	Each<br> invoice will be paid to the Supplier within 2 days of the Products’ anticipated shipping or delivery date.
e.	As<br> part of the consideration for the license and distribution rights, Distributor agrees to issue to Supplier a total of Six Hundred<br> and Fifty Thousand (650,000) restricted shares of the Distributor’s common stock, par value $0.0001 per share (the “Shares”).
f.	Additionally,<br> the Distributor agrees to pay Supplier a royalty equal to one percent (1%) of all gross sales derived by Distributer from Dermytol<br> or any byproducts of Dermytol for as long as this Agreement is in effect. “Gross Sales” means an amount (not less<br> than zero) determined as of the end of any applicable period of determination, equal to (a) the sum of any cash revenues received<br> by the Distributor in connection with the sale of Products for such applicable period of determination, minus (b) the amount of any<br> returns, chargebacks and other refunds relating to Products, during the applicable period, or for any other period during which the<br> royalty has previously been paid, if affected during the current period.

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

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

5. Order Acceptance and Response Timeframe.

a.	Order Acceptance: All orders for Products placed by the Distributor are subject to acceptance by the Supplier.
b.	Response Time: The Supplier will communicate acceptance or denial of the order to the Distributor within three (3) business days of receiving<br> the order. If the Supplier fails to provide a response within this period, the order will be deemed accepted by the Supplier.
c.	Notification of Delays: If factors beyond the Supplier’s control prevent timely acceptance or denial, the Supplier will promptly notify<br> the Distributor in writing. Both Parties will then mutually agree on a revised timeframe for the Supplier’s response.
d.	Shipping Designation: Each purchase order must specify the locations for shipment of all Products within the designated Market.
e.	Returns and Freight Costs: The Distributor or the Distributor’s End-Users may return Products that do not conform to the warranties<br> or that are shipped in error (“Returned Products”). The Supplier will bear all associated return freight costs. The Distributor<br> shall receive either a credit for future purchases or a return of monies paid for Returned Products, at the option of the Distributor.

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

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

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

a.	All<br> Products will be new, merchantable, and free from defects in material, packaging, labeling, and workmanship.
b.	All<br> Products will be manufactured, tested, packaged, labeled, stored, imported, assembled, shipped, and invoiced in compliance with this<br> Agreement.
c.	All<br> Products will conform to the specifications, samples, drawings, and other written documentation for the Products that are provided<br> by Supplier to Distributor, and to any other specifications agreed to by Supplier and Distributor.
d.	All<br> Products will be packaged, labeled, and shipped in accordance with Distributor’s instructions.
e.	No<br> Product will be counterfeit nor will any Product or any advertising or marketing materials related to any Product infringe on the<br> patent, trademark, copyright, trade secret, or other rights of any third party.
f.	Supplier<br> will acquire sole and exclusive ownership of all rights, title, and interests in and to all Products delivered to Distributor, free<br> and clear of all liens, security interests, and encumbrances.
g.	No<br> Product will be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act.
h.	The<br> Supplier shall provide to Distributor its best possible, preferred pricing on all Products, including any Products outside the scope<br> of Exhibit A hereto, and Distributor shall be allowed to pursue alternative sources for any and all Products should Supplier not<br> provide competitive or best pricing.
i.	All<br> Products, including, but not limited to, medical devices or other prescribed medical Products, shall comply and be certified as to<br> their strict adherence to all applicable federal, state, and local laws, regulations, and requirements for each device or Product.
j.	Securities<br> Representations:

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

(b) Disclosure of Information.

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

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

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

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

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

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

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

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

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

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

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

a.	No<br> Product will be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act after the Distributor receives<br> title of the Product.
b.	No<br> Product shall be repackaged.
c.	No<br> Product labeling or claims, other than those specified by the Supplier as approved labeling claims shall be utilized by the Distributor.<br> Product labeling constitutes any information provided to label, describe, and detail the Product whether it be verbally communicated,<br> written, electronic, printed, and/or video.

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

Supplier agrees to indemnify and hold harmless Distributor against:

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

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

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

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

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

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

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

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

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

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

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

a.	Any<br> Products delivered to the Distributor or to be delivered to the Distributor’s End-Users per the Distributor’s purchase<br> order and during the notice period may be utilized by the Distributor to meet its End-Users’ purchase orders; and
b.	The<br> Distributor will return to the Supplier all promotional and confidential material provided by the Supplier to the Distributor relating<br> to the Products.

Miscellaneous.

a.	The<br> Parties shall perform all of their duties under this Agreement as independent contractors. Except as specifically set forth herein,<br> nothing in this Agreement shall be construed to give either Party the power to direct or control the daily activities of the other<br> Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint ventures,<br> co-owners, or otherwise as participants in a joint undertaking. The Parties understand and agree that, except as specifically provided<br> in this Agreement, neither Party grants the other Party the authority to make or give any agreement, statement, representation, warranty,<br> or other commitment on behalf of the other Party, or to enter into any contract or otherwise incur any liability or obligation, express<br> or implied, on behalf of the other Party, or to transfer, release, or waive any right, title, or interest of such other Party. The<br> employees of each Party shall not be considered employees of the other and shall not be eligible for any benefits given by the other<br> to its employees.
b.	Distributor<br> agrees if the Agreement is ultimately determined to be one to which §1861(v)(1)(I) of the Social Security Act (the “Act”)<br> as amended applies, to provide access to books and records and perform such other obligations as may be specified for subcontractors<br> in that section of the Act or in any regulations promulgated thereunder.
c.	Each<br> Party agrees that:
	If<br> any Party is prevented from or interfered with in any material manner in fully performing its duties under this Agreement due to<br> law, act of God, labor controversy or any other similar or dissimilar cause beyond the reasonable control of the Party claiming inability<br> to perform (each a “Force Majeure”), then that Party’s obligations will be suspended as often as any Force<br> Majeure event occurs and during the periods of time that those events exist. Any non- performance due to Force Majeure is not a breach<br> of this Agreement. In order to benefit from the provisions of this Section, the Party claiming Force Majeure must notify the other<br> reasonably promptly in writing of the Force Majeure condition. If any event of Force Majeure, in the reasonable judgment of the parties,<br> is of a severity or duration such that it materially reduces the value of this Agreement, then this Agreement may be terminated by<br> either party, without liability or further obligation of either Party (except for any obligation expressly intended to survive the<br> terms of this Agreement).
	All<br> notices, statements, reports required or permitted by this Agreement must be in writing and shall be deemed to have been effectively<br> given and received: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. Mail, postage prepaid,<br> return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the<br> sending machine and a copy of such facsimile is promptly sent by another means set forth in this section; (iii) when delivered, if<br> delivered personally or sent by express courier service or overnight delivery by a nationally recognized carrier to the other Party.<br> Such notices shall be sent to the address set forth below or such other address as either Party may subsequently request in writing:
Supplier:	Propre<br> Energie, Inc
---	---
	12<br> Four Oaks Gate
	Toronto<br> Ontario
	M4J<br> 2X2 Canada
Distributor:	Mangoceuticals,<br> Inc
	Attn:<br> Jacob Cohen
	11510<br> Dallas Parkway, Suite 600
	Dallas,<br> TX 75230

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

The parties represent and warrant to each other that, except as provided herein, no third parties are entitled to any finder’s fees, commissions, advisory fees, consulting fees, or other compensation in connection with this Agreement, the transactions contemplated hereby, or any third-party services provided to either of the parties in connection herewith with the exception of Spartan Crest Capital Corp. (the “Advisor”), that Distributor has agreed to compensate in the amount of $16,000 (the “Advisory Fee”), which, at the option of the Advisor, may be paid in cash or in restricted shares of common stock of Distributor based on the NOCP of such shares as of the date of this Agreement. Notwithstanding anything to the contrary contained herein or in any agreement with the Advisor, if Boustead Securities, LLC (“Boustead”), chooses to exercise any rights that it may claim to have in respect of its purported right of first refusal in connection with the transactions contemplated hereby, the Advisor has agreed to forfeit the compensation otherwise due it in favor of an equivalent amount to be paid to Boustead by the Distributor.

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

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

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

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

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

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

PROPRE<br> ENERGIE, INC.
By:	/s/ Peter Polimeneas
Name:	Peter<br> Polimeneas
Title:	Director
MANGOCEUTICALS,<br> INC.
By:	/s/ Jacob Cohen
Name:	Jacob<br> Cohen
Title:	CEO

EXHIBIT A LIST OF PRODUCTS

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

●	All<br> pricing to be determined on a Purchase Order basis and will be subject to availability and volume requirements.
●	All<br> pricing will be inclusive of final product, packaging and fulfillment. Shipping, freight and/or duty expenses will be invoiced by<br> the Supplier separately.
●	Distributor<br> responsible for obtaining all necessary licenses and approvals for importing and Supplier to assist by providing all necessary and<br> required documentation.
●	Supplier<br> will work with Distributor to create additional products not listed above based on special request.

EXHIBIT B

DESCRIPTION OF PATENT

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

Key aspects of the patent include:

●	Skin Lightening Composition: The invention provides a topical composition comprising a skin lightening agent derived from canola extract<br> and a cosmetically acceptable carrier. The canola extract is characterized by high levels of phenolic acids, which are effective<br> in reducing skin pigmentation.
●	Treatment of Hyperpigmentation: The patent outlines methods for treating hyperpigmentation by identifying areas of the skin with excessive<br> pigmentation and applying the canola extract-based composition to those areas. This approach aims to address conditions such as freckles,<br> melasma, chloasma, post-inflammatory hyperpigmentation, and liver spots.
●	Advantages Over Existing Agents: Traditional skin lightening agents like hydroquinone and kojic acid have been associated with cytotoxic<br> effects, skin irritation, and instability in formulations. The canola extract-based compositions proposed in this patent offer a<br> potentially safer and more stable alternative for skin whitening applications.

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

EXHIBIT C

MARKET & TERRITORIES

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

1. North America, in its entirety

2. South America, in its entirety