ADD EXHB 9 ex6-39.htm ADD EXHB

 

Exhibit 6.39

 

CONSULTING AGREEMENT

 

THIS AGREEMENT (the “Agreement”), is made and entered into as of this 27th day of July, 2026, by and between Dorado Goose, LLC, a limited liability company (the “Consultant”), having an address of 170 Dorado Beach East, Dorado, Puerto Rico, 00646, and Mangoceuticals Inc., a Texas corporation, having an address of 17130 N. Dallas Parkway, Suite 240, Dallas, Texas (the “Company”) (together the “Parties”).

 

WHEREAS, Consultant is in the business of providing services for management consulting and business advisory services,

 

WHEREAS, the Company deems it to be in its best interest to retain Consultant to render to the Company such services as may be needed; and

 

WHEREAS, the Parties desire to set forth the terms and conditions under which Consultant shall provide services to the Company.

 

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

 

Term of Agreement

 

The Agreement shall be guaranteed from the date hereof through the expiration of a period of six (6) months from the date hereof (the “Term”) and thereafter may be renewed upon the mutual written consent of the Parties.

 

Nature of Services to be Rendered

 

During the Term and any renewal thereof, Consultant shall use its best efforts to provide the Company with corporate consulting services in connection with introductions to other financial relations companies and other general advisory services; (collectively, the “Services”).

 

It is acknowledged and agreed by the Company that Consultant carries no professional licenses and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or broker/dealer within the meaning of the applicable state and federal securities laws. The Services of Consultant shall not be exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Company or its projects, however it is anticipated and agreed upon by both parties that considerable time and resources will be required to fulfill the obligations to the Company under this agreement.

 

The Consultant shall specifically not provide any of the following services to the Company: (a) negotiation for the sale of any the Company’s securities; (b) discuss details of the nature of the securities sold or whether recommendations were made concerning the sale of the securities; (c) engage in due diligence activities; (d) provide advice relating to the valuation of or the financial advisability of any investments in the Company; or (e) handle any funds or securities on behalf of the Company.

 

Disclosure of Information

 

Consultant agrees as follows:

 

The Consultant shall NOT disclose to any third party any material non- public information or data received from the Company without the prior written consent and approval of the Company other than: (i) to its agents or representatives that have a need to know in connection with the Services hereunder; provided such agents and representatives have a similar obligation to maintain the confidentiality of such information; (ii) as may be required by applicable law; provided, Consultant shall provide prompt prior written notice thereof to the Company to enable the Company to seek a protective order or otherwise prevent such disclosure; and (iii) such information as becomes publicly known through no action of the Consultant, or its agents or representatives.

 

Compensation.

 

The fee for this Agreement is 250,000 (Two Hundred Fifty Thousand) Shares of restricted common stock which shall be delivered and deemed fully paid for and earned upon execution of agreement (the “Consulting Shares”). Stock to be issued to Dorado Goose, LLC EIN 66-1022421.

 

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Representations and Warranties of the Consultant.

 

In order to induce the Company to enter into this Agreement, the Consultant hereby makes the following unconditional representations and warranties: In connection with its execution of and performance under this Agreement, the Consultant has not taken and will not take any action that will cause it to become required to make any filings with or to register in any capacity with the Securities and Exchange Commission (the “SEC”), the FINRA, the securities commissioner or department of any state, or any other regulatory or governmental body or agency. Neither the Consultant nor any of its principals is subject to any sanction or restriction imposed by the SEC, the FINRA, any state securities commission or department, or any other regulatory or governmental body or agency, which would prohibit, limit or curtail the Consultant’s execution of this Agreement or the performance of its obligation hereunder. The Consultant is permitted to provide consulting services to any corporation or entity engaged in a business identical or similar to the Company’s.

 

Duties of the Company.

 

The Company will supply Consultant, on a regular basis and timely basis, with all approved data and information about the Company, its management, its products, and its operations as reasonably requested by Consultant and which the Company can obtain with reasonable effort; and Company shall be responsible for advising Consultant of any facts which would affect the accuracy of any prior data and information previously supplied to Consultant so that the Consultant may take corrective action.

 

Representations and Warranties of the Company.

 

In order to induce the Consultant to enter into this Agreement, the Company hereby makes the following unconditional representations and warranties: The Company is not subject to any restriction imposed by the SEC or by operation of the 1933 Act, the Exchange Act of 1934, as amended (the “1934 Act”) or any of the rules and regulations promulgated under the 1933 Act or the 1934 Act which prohibit its execution of this Agreement or the performance of its obligations to the Consultant set forth herein. The Company has not been sanctioned by the SEC, FINRA or any state securities commissioner or department in connection with any issuance of its securities. All payments required to be made on time and in accordance with the payment terms and conditions set forth herein.

 

Compliance with Securities Laws

 

The Parties acknowledge and agree that the Company is subject to the requirements of the 1934 Act, and that the 1933 Act, the 1934 Act, the rules and regulations promulgated thereunder and the various state securities laws (collectively, “Securities Laws”) impose significant burdens and limitations on the dissemination of certain information about the Company by the Company and by persons acting for or on behalf of the Company. Each of the Parties agrees to comply with all applicable Securities Laws in carrying out its obligations under the Agreement; and without limiting the generality of the foregoing, the Company hereby agrees (i) all information about the Company provided to the Consultant by the Company, which the Company expressly agrees may be disseminated to the public by the Consultant in providing any public relations or other services pursuant to the Agreement, shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading, (ii) the Company shall promptly notify the Consultant if it becomes aware that it has publicly made any untrue statement of a material fact regarding the Company or has omitted to state any material fact necessary to make the public statements made by the Company, in light of the circumstances in which they were made, not misleading, and (iii) the Company shall promptly notify the Consultant of any “quiet period” or “blackout period” or other similar period during which public statements by or on behalf of the Company are restricted by any Securities Law. Each Party (an “indemnifying party”) hereby agrees, to the full extent permitted by applicable law, to indemnify and hold harmless the other Party (the “indemnified party”) for any damages caused to the indemnified party by the indemnifying party’s breach or violation of any Securities Law, except to the extent that the indemnifying party’s breach or violation of a Securities Law is caused by the indemnified party’s breach or violation of the Agreement, or any Securities Law.

 

Representations of the Consultant

 

The Consultant acknowledges, represents and warranties to the Company that: It is acquiring the Consulting Shares for its own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in a manner which would require registration under the Securities Act or any state securities laws. The Consultant can bear the economic risk of investment in the Consulting Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Consulting Shares and is an “accredited investor” as defined in Regulation D under the Securities Act.

 

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The Consultant recognizes that the Consulting Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Consulting Shares are registered under the Securities Act or unless an exemption from registration is available, provided further that the Company is under no obligation to register the resale of such Consulting Shares. The Consultant has carefully considered and has, to the extent it believes such discussion necessary, discussed with its respective professional, legal, tax and financial advisors, the suitability of an investment in the Consulting Shares for its particular tax and financial situation and its respective advisers, if such advisors were deemed necessary, have determined that the Consulting Shares are a suitable investment for it. The Consultant has not been offered the Consulting 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 the Consultant’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. The Consultant has had an opportunity to ask questions of and receive satisfactory answers from the Company, or persons acting on behalf of the Company, concerning the terms and conditions of the Consulting Shares and the Company, and all such questions have been answered to the full satisfaction of the Consultant. The Consultant is relying on its own investigation and evaluation of the Company and the Consulting Shares and not on any other information; and

 

The Consultant understands and agrees that a legend will be placed on any certificate(s) or other document(s) evidencing the Consulting Shares in substantially the following form:

 

‘‘THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.”

 

Issuance of Restricted Stock To Consultant

 

Any Restricted Stock shall be issued as fully-paid and non-assessable securities. The shares are considered earned upon receipt. The Company shall take all corporate action necessary for the issuance of the Restricted Stock, to be legally valid and irrevocable, including obtaining the prior approval of its Board of Directors.

 

Indemnification of Consultant by the Company.

 

The Company shall identify and hold harmless the Consultant and its principals from and against any and all liabilities and damages arising out of any the Company’s gross negligence or intentional breach of its representations, warranties or agreements made hereunder.

 

Indemnification of the Company by the Consultant.

 

The Consultant shall identify and hold harmless the Company and its principals from and against any and all liabilities and damages arising out of any the Consultant’s gross negligence or intentional breach of its representations, warranties or agreements made hereunder.

 

Applicable Law.

 

It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of Texas and that in any action, special proceeding or other proceedings that may be brought arising out of, in connection with or by reason of this Agreement, the law of the State of Texas shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction on which any action or special proceeding may be instituted.

 

Disputes.

 

Any conflicts, disputes and disagreements arising out of or in connection with the Agreement, shall be subject to state court in Dallas County, Texas. However, if Consultant needs to enforce shareholder rights, Consultant reserves the right to file an injunctive action in a court in Dallas County, Texas. In signing this Agreement, the Company waives their right to challenge jurisdiction on this issue.

 

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Entire Understanding/Incorporation of other Documents.

 

The Agreement together with the Investor Letter of the Consultant attached hereto contains the entire understanding of the Parties with regard to the subject matter hereof, superseding any and all prior agreements or understandings whether oral or written, and no further or additional agreements, promises, representations or covenants may be inferred or construed to exist between the Parties.

 

No Assignment or Delegation Without Prior Approval.

 

No portion of the Agreement or any of its provisions may be assigned, nor obligations delegated, to any other person or party without the prior written consent of the Parties except by operation of law or as otherwise set forth herein.

 

Survival of Agreement.

 

The Agreement and all of its terms shall inure to the benefit of any permitted assignees of or lawful successors to either Party.

 

Independent Contractor.

 

Consultant agrees to perform its consulting duties hereto as an independent contractor. Nothing contained herein shall be considered to as creating an employer-employee relationship between the parties to this Agreement.

 

No Amendment Except in Writing.

 

Neither the Agreement nor any of its provisions may be altered or amended except in a dated writing signed by the Parties.

 

Waiver of Breach.

 

No waiver of any breach of any provision hereof shall be deemed to constitute a continuing waiver or a waiver of any other portion of the Agreement.

 

Severability of the Agreement.

 

Except as otherwise provided herein, if any provision hereof is deemed by arbitration or a court of competent jurisdiction to be legally unenforceable or void, such provision shall be stricken from the Agreement and the remainder hereof shall remain in full force and effect.

 

Non-Circumvention.

 

The parties agree that confidential Information shall not be used for the enrichment, directly or indirectly, of the Recipient or its affiliates, without the express written consent of Owner. The parties further agree that following receipt of Confidential Information from Owner including but not limited to relationships and business contacts, Recipient shall not contract or attempt to sell to, transact with or purchase from Owner-provided sources without the written permission from Owner unless (i) a business relationship between Recipient and Owner provided source predated this Agreement, and (ii) Recipient can substantiate exchanges specific to the Owner-disclosed information between Recipient and the Owner provided source prior to the date of the signing of this Agreement.

 

Termination of the Agreement.

 

The Company may terminate the Agreement, with or without cause, by providing written notification to the Consultant. The Agreement will terminate ten days following the date of receipt of the written notification by the Consultant (“Date of Termination”). The Consultant shall be entitled to any and all fees, Company stock or other compensation it received from the Company under the Agreement prior to the Date of Termination.

 

Counterparts and Facsimile Signature.

 

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of electronic copies bearing the signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party. Such electronic copies shall constitute enforceable original documents.

 

No Construction Against Drafter.

 

The Agreement shall be construed without regard to any presumption or other requiring construction against the Party causing the drafting hereof.

 

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, effective as of the date set forth above.

 

MANGOCEUTICALS, INC.   DORADO GOOSE, LLC
         
By: /s/   By: /s/
Name: Jacob Cohen   Name:  
Title: CEO   Title:  

 

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