Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Effective as of September 10 2024, Limitless X Holdings, Inc. (the "Company") entered into a Settlement Agreement and Release of Claims (each, a "Settlement Agreement") with each of (a) Jaspreet Mathur, the Company's Chief Executive Officer; (b) Kenneth Haller, the Company's President; (c) Rob D. Cucher, the Company's Vice President of Legal Affairs; and (d) Karmandeep Munder, a former Operations Manager of the Company (each, an "Employee").

Under each Settlement Agreement, the Company issued an aggregate of 3,202,464 shares of its common stock ("to each Employee a party thereto (each issuance, a "Settlement Payment") in exchange and in full and complete consideration for such Employee's execution of the Settlement Agreement, and in full and complete consideration for the resolution of any and all issues related to such Employee's employment (in particular, disputes or claims arising out of compensation allegedly owed and unpaid to such Employee by the Company (the "Dispute")), through the effective date of the Settlement Agreement. Each Employee agreed that the Settlement Payment payable to it was above-and-beyond any prior or deferred wages due to such Employee under the Company's policies. The Settlement Payment to each Employee was as follows: (a) to Mr. Mathur, 1,552,442 shares of the Company's common stock, the equivalent of $1,552,442.00; (b) to Mr. Haller, 932,171 shares of the Company's common stock, the equivalent of $932,171.00; (c) to Mr. Cucher, 658,476 shares of the Company's common stock, the equivalent of $658,476.00; and (d) to Mr. Munder, 59,375 shares of the Company's common stock, the equivalent of $59,375.00. The Shares of the Company's common stock comprising each Settlement Payment are subject to a one-year lock-up period commencing on the effective date of each Settlement Agreement and ending on the anniversary date of such effective date.

The Settlement Agreements are governed by and construed under the laws of the State of California without reference to principles of choice of law thereof. The foregoing description of the Settlement Agreements is qualified in its entirety by reference to the full text of each Settlement Agreement, and a copy of the form of Settlement Agreement signed by each Employee is attached hereto as Exhibit 10.1.