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Filing# 172956063 E-Filed 05/11/2023 02:05:16 PM
IN THE CIRCUIT COURT OF THE 17thJUDICIAL CIRCUIT
IN AND FOR BROWARD COUNTY, FLORIDA
NUTRA PHARMA CORPORATION.,
Plaintiff. CASE NO.
V
STEMSATION INTERNATIONAL, INC.,
Defendant.
i
PROMISSORY NOTE COMPLAINT
Plaintiff, NUTRA PHARMA CORPORATION., by and through its undersigned
counsel, hereby brings this action against STEMSATION INTERNATIONAL, INC., for a
declaration o f the parties'
respectiverights, owed to one another under the
duties and obligations
terms of certain transactional documents, and asserts as follows:
JURISDICTION AND VENUE
1. This is an action for damages involvinga controvesy in excess of $30,000, exclusive of
attorneys'fees and costs.
interest,
2. hereinafter
Plaintiff, is a corporationduly organizedand validlyexisting
under the laws
o f the State o f California,is authorized to do business in state o f Florida,and has its principal
place of business in Broward County, Florida.
3. Defendant STEMSATION INERNATIONAL, INC., is a Florida corporation,with its
princ*al place o f business in Broward County, Florida.
4. The commercial relationship
between Plaintiff and Defendant are governed by the
Promissory Notes dated May 20,2021, August 5,2021, October 1,2021, November 10,2021,
*** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 05/11/2023 02:05:15 PM.****
and March 29,2022, collectively
referred to as (the"Promissory Notes") and each is governed
by Florida law.
COMMON FACTS
5. On May 20,2021, Defendant executed and delivered a Promissory Note (the"5/21
Note"), a copy being attached as Exhibit A, to Plaintiff in Broward County, Florida.
6. On August 5, 2021, Defendant executed and delivered a Promissory Note (the"8/21
Note"), a copy being attached as Exhibit B, to Plaintiff in Broward County, Florida.
7. On October 1,2021, Defendant executed and delivered a Promissory Note (the"10/21
Note"), a copy being attached as Exhibit C to Plaintiff in Broward County, Florida.
8. On November 10, 2021, Defendant executed and delivered a Promissory Note (the
"11/21 Note"), a copy being attached as Exhibit D, to Plaintiff in Broward County, Florida.
9. On March 29,2022, Defendant executed and delivered a Promissory Note (the"3/22
Note"), a copy being attached as Exhibit E, to Plaintiff in Broward County, Florida.
10. Plaintiff owns and holds the Promissory Notes identified in paragrapgh 5 through
paragragh 9.
11. Defendant failed to pay the Promissory Notes identified in paragrapgh 5 through
paragraph9 when due.
12. Defendant owes Plaintiff$145,200 that is due with interest since May 19, 2022, on the
5/21 Note.
13. Defendant owes Plaintiff $55,000 that is due with interest since August 4,2022, on the
8/21 Note.
14. Defendant owes Plaintiff$55,000that is due with interest since September 30,2022, on
the 10/21 Note.
15. Defendant owes plaintiff
$4,400 that is due with interest since November 9,2022, on the
11/21 Note.
16. Defendant owes plaintiff
$4,400 that is due with interest since March 28,2023, on the
3/22 Note.
17. In total,Defendant owes Plantiff a total sum of $264,000 in principalwith interest on the
Promissory Notes.
COUNT I - PROMISSORY NOTE
18. Plaintiff adopts and reallegesparagraphs 1 through 17 as if fullyset forth herein.
19. On May 20, 2021, August 5, 2021, October 1, 2021, November 10, 2021, March 29,
2022 Defendant entered into the Promissory Notes with NUTRA PHARMA CORPORATION,
pursuant to which Defendant, in return for a loan that Defendant received, in direct funds (the
"Principal")and an OID (OriginalInterest Discount),Defendant promised to pay the Principal
plus the OID to NUTRA PHARMA CORPORATION.
20. Plaintiff owns and holds the Notes.
21. Plaintiff made demand to Defendant for payment of Promissory Notes.
22. Defendant has failed and refused to pay the Principaland OID due on the Notes.
23. Defendant owes Plaintiff $264,000 that is due with interest since the maturitydates set
forth in the Promissory Notes
24. The Promissory Notes state that in the event of Defendant's failure to pay off all
Principaland OID due under the Note within 10 (ten)business days after the Maturity Date and
in addition to other remedies available under law, that NUTRA PHARMA CORPORATION
shall be entitled to all costs fees and costs.
of collection,includingreasonable attorney's
25. Plaintiff is obligatedto pay his/her attorneys a reasonable fee for their services.
WHEREFORE, Plaintiff demands judgment againstDefendant for an amount in excess
of $30,000, exclusive of attorneys fees and costs, and any and all other reliefthis Court deems
appropriate.
COUNT II - MONEY LENT
26. Plaintiff adopts and reallegesparagraphs 1 through 17 as if fullyset forth herein.
27. Defendant owes Plaintiff $264,000 that is due with interest for money lent as follows:
Date Lent Due Date PrincipalDue
5/20/21 5/19/22 $ 145,200.00
8/5/21 8/4/22 $ 55,000.00
10/1/21 9/30/22 $ 55,000.00
11/10/21 11/9/22 $ 4,400.00
3/29/22 3/28/23 $ 4,400.00
28. As of the date hereof,the Defendant has not paid the amounts due.
WHEREFORE, Plaintiff demands judgement for damages againstthe Defendant and that
the Court award Plaintiff attorneys fees and costs incurred in bringingthis action and any all other
relief that this Court deems appropriate.
DATED: May 11, 2023.
Respectfullysubmitted,
JONATHAN D. LEINWAND, P.A.
Attorneyfor Plaintiff
18305 Biscayne Blvd., Suite 200
Aventura, Florida 33160
Tel.: 954-903-7856
Fax: 954-252-4265
jonathan@jdlpa.com
By: /s/Jonathan D. Leinwand
Jonathan D. Leinwand, Esq.
Florida Bar No. 064076
EXHIBIT A
PROMISSORY NOTE
This Promissory Note is made on May 20, 2021
BETWEEN the Borrower,
STEMSATION INTERNATIONAL, INC.
having an address at 1537 NW 65th Avenue, Plantation,FL 33313, referred to as the "STSN",
AND
NUTRA PHARMA CORPORATION
having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as "Lender",
AND GUARANTEED BY
BORROWER'S PROMISE TO PAY PRINCIPAL AND OID- In return for a loan that STSN received in the
and an OID (OriginalInterest Discount) of 10% in the amount
amount of$132,000 in direct funds (the"principal")
of $13,200 (the"OID"). STSN promises to pay the principalplus the OID for a total of $145,200.
PAYMENTS. No cash Payment will be due until the MaturityDate of this note, whereby the entire amount of
and
principal OID will be due and payable. IT IS AGREED AND
UNDERSTOOD THAT STSN WILL HAVE
THE RIGHT TO PREPAY ANY PRINCIPAL AND/OR INTEREST WITHOUT ANY PENALTY OR
CHARGE AT ANY TIME DURING THE TERM OF THIS PROMISSORY NOTE WITH A 45-DAY
WRITTEN NOTICE OF PAYMENT. DURING THE NOTICE PERIOD, THE NOTEHOLDER RETAINS THE
RIGHT TO CONVERT.
MATURITY DATE: This note will be due and payable on the date that is twelve months from the execution and
funding of this note.
DEFAULT: In the event of STSN's failure to pay off all principaland OID due under the Note within 10 (ten)
business days after the Maturity Date and in addition to other remedies available under law, the Lender shall be
entitled to all costs of collection,includingreasonable attorney fees and costs.
CONVERTIBLE FEATURE: At any time that this note is outstanding,at the option ofthe Noteholder, the total
ofthis note plus OID may be converted at a fixed conversion priceof $0.01 per share.
APPLICABLE LAW: This Note will be governed by the Laws ofthe State of Florida and the County of Broward.
ASSIGNMENT: The Lender may transfer their rightsunder this Note to others. If such a transfer takes place,
Nutra will have the same obligationsto the new noteholder(s).
NOTICES ARE NECESSARY: The Lender is requiredto advise Nutra in writingin the event that the terms of
this Note are violated or in the event that the note is sold or transferred.
LEGALITY OF THE PARTS: Ifa court finds that any part ofthe Note is invalid,the rest will remain in effect.
Dated: May 20,2021
Witnessed:
STEMSATA N INTERNATIONAL, INC.
05
NUTRANHARMA,ROR?)RAN,
1 11
RAY CART?, CEO
/Wk A dLWFJ?L
RIKJ DEIS04.CSSAAA?&-CEJ
EXHIBIT B
PROMISSORY NOTE
This Promissory Note is made on August 5,2021
BETWEEN the Borrower,
STEMSATION INTERNATIONAL, INC.
having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as the "STSN",
AND
NUTRA PHARMA CORPORATION
having an address at 1537 NW 65th Avenue, Plantation,FL 33313, referred to as "Lender",
AND GUARANTEED BY
BORROWER'S PROMISE TO PAY PRINCIPAL AND OID: In return for a loan that STSN received in the
amount of $50,000 and an OID (OriginalInterest Discount) of 10% in the
in direct funds (the"principal") amount
of $5,000 (the"OID"). STSN promises to pay the principalplus the OID for a total of $55,000.
PAYMENTS: No cash Payment will be due until the MaturityDate o f this note, whereby the entire amount o f
princ*al and OID will be due and payable. IT IS AGREED AND
UNDERSTOOD THAT STSN WILL HAVE
THE RIGHT TO PREPAY ANY PRINCIPAL AND/OR INTEREST WITHOUT ANY PENALTY OR
CHARGE AT ANY TIME DURING THE TERM OF THIS PROMISSORY NOTE WITH A 45-DAY
WRITTEN NOTICE OF PAYMENT. DURING THE NOTICE PERIOD, THE NOTEHOLDER RETAINS THE
RIGHT TO CONVERT.
MATURITY DATE: This note will be due and payable on the date that is twelve months from the execution and
funding of this note.
DEFAULT: In the event of STSN's failure to pay off all principaland OID due under the Note within 10 (ten)
business days after the Maturity Date and in addition to other remedies available under law, the Lender shall be
entitled to all costs of collection,includingreasonable attorney fees and costs.
CONVERTIBLE FEATURE: At any time that this note is outstanding,at the optionof the Noteholder, the total
ofthis note plus OID may be converted at a fixed conversion priceof $0.01 per share.
APPLICABLE LAW: This Note will be governed by the Laws ofthe State of Florida and the County of Broward.
ASSIGNMENT: The Lender may transfer their rightsunder this Note to others. If such a transfer takes place,
Nutra will to the new noteholder(s).
have the same obligations
NOTICES ARE NECESSARY: The Lender is requiredto advise Nutra in writingin the event that the terms of
this Note are violated or in the event that the note is sold or transferred.
LEGALITY OF THE PARTS: Ifa court finds that any part ofthe Note is invalid,the rest will remain in effect.
Dated: August 5,2021
Witnessed:
STEMSATP N INTERNATIONAL, INC. NUTRARH?RMA CORPORATION,
LIT.
.LJ,UHMA.
1
RAY CARTER, CEO
/
RIE( J.
..1DEiTSDft,cli*GMi &,CEG-
EXHIBIT C
PROMISSORY NOTE
This Promissory Note is made on October 1,2021
BETWEEN the Borrower,
STEMSATION INTERNATIONAL, INC.
having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as the "STSN",
AND
NUTRA PHARMA CORPORATION
having an address at 1537 NW 65th Avenue, Plantation,FL 33313, referred to as "Lender",
AND GUARANTEED BY
BORROWER'S PROMISE TO PAY PRINCIPAL AND OID: In return for a loan that STSN received in the
amount of $50,000 and an OID (OriginalInterest Discount) of 10% in the
in direct funds (the"principal") amount
of $5,000 (the"OID"). STSN promises to pay the principalplus the OID for a total of $55,000.
PAYMENTS: No cash Payment will be due until the MaturityDate o f this note, whereby the entire amount o f
princ*al and OID will be due and payable. IT IS AGREED AND
UNDERSTOOD THAT STSN WILL HAVE
THE RIGHT TO PREPAY ANY PRINCIPAL AND/OR INTEREST WITHOUT ANY PENALTY OR
CHARGE AT ANY TIME DURING THE TERM OF THIS PROMISSORY NOTE WITH A 45-DAY
WRITTEN NOTICE OF PAYMENT. DURING THE NOTICE PERIOD, THE NOTEHOLDER RETAINS THE
RIGHT TO CONVERT.
MATURITY DATE: This note will be due and payable on the date that is twelve months from the execution and
funding of this note.
DEFAULT: In the event of STSN's failure to pay off all principaland OID due under the Note within 10 (ten)
business days after the Maturity Date and in addition to other remedies available under law, the Lender shall be
entitled to all costs of collection,includingreasonable attorney fees and costs.
CONVERTIBLE FEATURE: At any time that this note is outstanding,at the optionof the Noteholder, the total
ofthis note plus OID may be converted at a fixed conversion priceof $0.01 per share.
APPLICABLE LAW: This Note will be governed by the Laws ofthe State of Florida and the County of Broward.
ASSIGNMENT: The Lender may transfer their rightsunder this Note to others. If such a transfer takes place,
Nutra will to the new noteholder(s).
have the same obligations
NOTICES ARE NECESSARY: The Lender is requiredto advise Nutra in writingin the event that the terms of
this Note are violated or in the event that the note is sold or transferred.
LEGALITY OF THE PARTS: Ifa court finds that any part ofthe Note is invalid,the rest will remain in effect.
Dated: October 1,2021
Witnessed:
STEMSATP N INTERNATIONAL, INC. NUTRARH?RMA CORPORATION,
LIT.
.LJ,UHMA.
1
RAY CARTER, CEO
/
RIE( J.
..1DEiTSDft,cli*GMi &,CEG-
EXHIBIT D
PROMISSORY NOTE
This Promissory Note is made on November 10,2021
BETWEEN the Borrower,
STEMSATION INTERNATIONAL, INC.
having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as the "STSN",
AND
NUTRA PHARMA CORPORATION
having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as "Lender",
AND GUARANTEED BY
BORROWER'S PROMISE TO PAY PRINCIPAL AND OID: STSN received in the
In return for a loan that
amount of $4,000 in direct funds (the"principal")
and an OID (OriginalInterest Discount) of 10% in the amount
of $400 (the"OID"). STSN promises to pay the principal plus the OID for a total of $4,400.
PAYMENTS: No cash Payment will be due until the MaturityDate o f this note, whereby the entire amount o f
princ*al and OID will be due and payable. IT IS AGREED AND
UNDERSTOOD THAT STSN WILL HAVE
THE RIGHT TO PREPAY ANY PRINCIPAL AND/OR INTEREST WITHOUT ANY PENALTY OR
CHARGE AT ANY TIME DURING THE TERM OF THIS PROMISSORY NOTE WITH A 45-DAY
WRITTEN NOTICE OF PAYMENT. DURING THE NOTICE PERIOD, THE NOTEHOLDER RETAINS THE
RIGHT TO CONVERT.
MATURITY DATE: This note will be due and payable on the date that is twelve months from the execution and
funding of this note.
DEFAULT: In the event of STSN's failure to pay off all principaland OID due under the Note within 10 (ten)
business days after the Maturity Date and in addition to other remedies available under law, the Lender shall be
includingreasonable attorney fees and costs.
entitled to all costs of collection,
CONVERTIBLE FEATURE: At any time that this note is outstanding,at the option of the Noteholder, the total
ofthis note plus OID may be converted at a fixed conversion priceof $0.01 per share.
APPLICABLE LAW: This Note will be governed by the Laws ofthe State of Florida and the County of Broward.
ASSIGNMENT: The Lender may transfer their rightsunder this Note to others. If such a transfer takes place,
Nutra will have the same obligationsto the new noteholder(s).
NOTICES ARE NECESSARY: The Lender is requiredto advise Nutra in writingin the event that the terms of
this Note are violated or in the event that the note is sold or transferred.
LEGALITY OF THE PARTS: Ifa court finds that any part ofthe Note is invalid,the rest will remain in effect.
Dated: November 10,2021
Witnessed:
STEMSATP N INTERNATIONAL, INC.
05
NUTRANHARMA,COR?)RAM,
RAY CART?, CEO
l
/U:1EJJWL
IDKJL
RWJ. DEiTS#1.Ch?biii?-&.
EXHIBIT E
PROMISSORY NOTE
This Promissory Note is made on March 29,2022
BETWEEN the Borrower,
STEMSATION INTERNATIONAL, INC.
having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as the "STSN",
AND
NUTRA PHARMA CORPORATION
having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as "Lender",
AND GUARANTEED BY
BORROWER'S PROMISE TO PAY PRINCIPAL AND OID: STSN received in the
In return for a loan that
amount of $4,000 in direct funds (the"principal")
and an OID (OriginalInterest Discount) of 10% in the amount
of $400 (the"OID"). STSN promises to pay the principal plus the OID for a total of $4,400.
PAYMENTS: No cash Payment will be due until the MaturityDate o f this note, whereby the entire amount o f
princ*al and OID will be due and payable. IT IS AGREED AND
UNDERSTOOD THAT STSN WILL HAVE
THE RIGHT TO PREPAY ANY PRINCIPAL AND/OR INTEREST WITHOUT ANY PENALTY OR
CHARGE AT ANY TIME DURING THE TERM OF THIS PROMISSORY NOTE WITH A 45-DAY
WRITTEN NOTICE OF PAYMENT. DURING THE NOTICE PERIOD, THE NOTEHOLDER RETAINS THE
RIGHT TO CONVERT.
MATURITY DATE: This note will be due and payable on the date that is twelve months from the execution and
funding of this note.
DEFAULT: In the event of STSN's failure to pay off all principaland OID due under the Note within 10 (ten)
business days after the Maturity Date and in addition to other remedies available under law, the Lender shall be
includingreasonable attorney fees and costs.
entitled to all costs of collection,
CONVERTIBLE FEATURE: At any time that this note is outstanding,at the option of the Noteholder, the total
ofthis note plus OID may be converted at a fixed conversion priceof $0.01 per share.
APPLICABLE LAW: This Note will be governed by the Laws ofthe State of Florida and the County of Broward.
ASSIGNMENT: The Lender may transfer their rightsunder this Note to others. If such a transfer takes place,
Nutra will have the same obligationsto the new noteholder(s).
NOTICES ARE NECESSARY: The Lender is requiredto advise Nutra in writingin the event that the terms of
this Note are violated or in the event that the note is sold or transferred.
LEGALITY OF THE PARTS: Ifa court finds that any part ofthe Note is invalid,the rest will remain in effect.
Dated: March 29,2022
Witnessed:
STEMSATP N INTERNATIONAL, INC.
05
NUTRANHARMA,COR?)RAM,
RAY CART?, CEO
l
/U:1EJJWL
IDKJL
RWJ. DEiTS#1.Ch?biii?-&.
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Filing# 172956063 E-Filed 05/11/2023 02:05:16 PM IN THE CIRCUIT COURT OF THE 17thJUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA NUTRA PHARMA CORPORATION., Plaintiff. CASE NO. V STEMSATION INTERNATIONAL, INC., Defendant. i PROMISSORY NOTE COMPLAINT Plaintiff, NUTRA PHARMA CORPORATION., by and through its undersigned counsel, hereby brings this action against STEMSATION INTERNATIONAL, INC., for a declaration o f the parties' respectiverights, owed to one another under the duties and obligations terms of certain transactional documents, and asserts as follows: JURISDICTION AND VENUE 1. This is an action for damages involvinga controvesy in excess of $30,000, exclusive of attorneys'fees and costs. interest, 2. hereinafter Plaintiff, is a corporationduly organizedand validlyexisting under the laws o f the State o f California,is authorized to do business in state o f Florida,and has its principal place of business in Broward County, Florida. 3. Defendant STEMSATION INERNATIONAL, INC., is a Florida corporation,with its princ*al place o f business in Broward County, Florida. 4. The commercial relationship between Plaintiff and Defendant are governed by the Promissory Notes dated May 20,2021, August 5,2021, October 1,2021, November 10,2021, *** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 05/11/2023 02:05:15 PM.**** and March 29,2022, collectively referred to as (the"Promissory Notes") and each is governed by Florida law. COMMON FACTS 5. On May 20,2021, Defendant executed and delivered a Promissory Note (the"5/21 Note"), a copy being attached as Exhibit A, to Plaintiff in Broward County, Florida. 6. On August 5, 2021, Defendant executed and delivered a Promissory Note (the"8/21 Note"), a copy being attached as Exhibit B, to Plaintiff in Broward County, Florida. 7. On October 1,2021, Defendant executed and delivered a Promissory Note (the"10/21 Note"), a copy being attached as Exhibit C to Plaintiff in Broward County, Florida. 8. On November 10, 2021, Defendant executed and delivered a Promissory Note (the "11/21 Note"), a copy being attached as Exhibit D, to Plaintiff in Broward County, Florida. 9. On March 29,2022, Defendant executed and delivered a Promissory Note (the"3/22 Note"), a copy being attached as Exhibit E, to Plaintiff in Broward County, Florida. 10. Plaintiff owns and holds the Promissory Notes identified in paragrapgh 5 through paragragh 9. 11. Defendant failed to pay the Promissory Notes identified in paragrapgh 5 through paragraph9 when due. 12. Defendant owes Plaintiff$145,200 that is due with interest since May 19, 2022, on the 5/21 Note. 13. Defendant owes Plaintiff $55,000 that is due with interest since August 4,2022, on the 8/21 Note. 14. Defendant owes Plaintiff$55,000that is due with interest since September 30,2022, on the 10/21 Note. 15. Defendant owes plaintiff $4,400 that is due with interest since November 9,2022, on the 11/21 Note. 16. Defendant owes plaintiff $4,400 that is due with interest since March 28,2023, on the 3/22 Note. 17. In total,Defendant owes Plantiff a total sum of $264,000 in principalwith interest on the Promissory Notes. COUNT I - PROMISSORY NOTE 18. Plaintiff adopts and reallegesparagraphs 1 through 17 as if fullyset forth herein. 19. On May 20, 2021, August 5, 2021, October 1, 2021, November 10, 2021, March 29, 2022 Defendant entered into the Promissory Notes with NUTRA PHARMA CORPORATION, pursuant to which Defendant, in return for a loan that Defendant received, in direct funds (the "Principal")and an OID (OriginalInterest Discount),Defendant promised to pay the Principal plus the OID to NUTRA PHARMA CORPORATION. 20. Plaintiff owns and holds the Notes. 21. Plaintiff made demand to Defendant for payment of Promissory Notes. 22. Defendant has failed and refused to pay the Principaland OID due on the Notes. 23. Defendant owes Plaintiff $264,000 that is due with interest since the maturitydates set forth in the Promissory Notes 24. The Promissory Notes state that in the event of Defendant's failure to pay off all Principaland OID due under the Note within 10 (ten)business days after the Maturity Date and in addition to other remedies available under law, that NUTRA PHARMA CORPORATION shall be entitled to all costs fees and costs. of collection,includingreasonable attorney's 25. Plaintiff is obligatedto pay his/her attorneys a reasonable fee for their services. WHEREFORE, Plaintiff demands judgment againstDefendant for an amount in excess of $30,000, exclusive of attorneys fees and costs, and any and all other reliefthis Court deems appropriate. COUNT II - MONEY LENT 26. Plaintiff adopts and reallegesparagraphs 1 through 17 as if fullyset forth herein. 27. Defendant owes Plaintiff $264,000 that is due with interest for money lent as follows: Date Lent Due Date PrincipalDue 5/20/21 5/19/22 $ 145,200.00 8/5/21 8/4/22 $ 55,000.00 10/1/21 9/30/22 $ 55,000.00 11/10/21 11/9/22 $ 4,400.00 3/29/22 3/28/23 $ 4,400.00 28. As of the date hereof,the Defendant has not paid the amounts due. WHEREFORE, Plaintiff demands judgement for damages againstthe Defendant and that the Court award Plaintiff attorneys fees and costs incurred in bringingthis action and any all other relief that this Court deems appropriate. DATED: May 11, 2023. Respectfullysubmitted, JONATHAN D. LEINWAND, P.A. Attorneyfor Plaintiff 18305 Biscayne Blvd., Suite 200 Aventura, Florida 33160 Tel.: 954-903-7856 Fax: 954-252-4265 jonathan@jdlpa.com By: /s/Jonathan D. Leinwand Jonathan D. Leinwand, Esq. Florida Bar No. 064076 EXHIBIT A PROMISSORY NOTE This Promissory Note is made on May 20, 2021 BETWEEN the Borrower, STEMSATION INTERNATIONAL, INC. having an address at 1537 NW 65th Avenue, Plantation,FL 33313, referred to as the "STSN", AND NUTRA PHARMA CORPORATION having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as "Lender", AND GUARANTEED BY BORROWER'S PROMISE TO PAY PRINCIPAL AND OID- In return for a loan that STSN received in the and an OID (OriginalInterest Discount) of 10% in the amount amount of$132,000 in direct funds (the"principal") of $13,200 (the"OID"). STSN promises to pay the principalplus the OID for a total of $145,200. PAYMENTS. No cash Payment will be due until the MaturityDate of this note, whereby the entire amount of and principal OID will be due and payable. IT IS AGREED AND UNDERSTOOD THAT STSN WILL HAVE THE RIGHT TO PREPAY ANY PRINCIPAL AND/OR INTEREST WITHOUT ANY PENALTY OR CHARGE AT ANY TIME DURING THE TERM OF THIS PROMISSORY NOTE WITH A 45-DAY WRITTEN NOTICE OF PAYMENT. DURING THE NOTICE PERIOD, THE NOTEHOLDER RETAINS THE RIGHT TO CONVERT. MATURITY DATE: This note will be due and payable on the date that is twelve months from the execution and funding of this note. DEFAULT: In the event of STSN's failure to pay off all principaland OID due under the Note within 10 (ten) business days after the Maturity Date and in addition to other remedies available under law, the Lender shall be entitled to all costs of collection,includingreasonable attorney fees and costs. CONVERTIBLE FEATURE: At any time that this note is outstanding,at the option ofthe Noteholder, the total ofthis note plus OID may be converted at a fixed conversion priceof $0.01 per share. APPLICABLE LAW: This Note will be governed by the Laws ofthe State of Florida and the County of Broward. ASSIGNMENT: The Lender may transfer their rightsunder this Note to others. If such a transfer takes place, Nutra will have the same obligationsto the new noteholder(s). NOTICES ARE NECESSARY: The Lender is requiredto advise Nutra in writingin the event that the terms of this Note are violated or in the event that the note is sold or transferred. LEGALITY OF THE PARTS: Ifa court finds that any part ofthe Note is invalid,the rest will remain in effect. Dated: May 20,2021 Witnessed: STEMSATA N INTERNATIONAL, INC. 05 NUTRANHARMA,ROR?)RAN, 1 11 RAY CART?, CEO /Wk A dLWFJ?L RIKJ DEIS04.CSSAAA?&-CEJ EXHIBIT B PROMISSORY NOTE This Promissory Note is made on August 5,2021 BETWEEN the Borrower, STEMSATION INTERNATIONAL, INC. having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as the "STSN", AND NUTRA PHARMA CORPORATION having an address at 1537 NW 65th Avenue, Plantation,FL 33313, referred to as "Lender", AND GUARANTEED BY BORROWER'S PROMISE TO PAY PRINCIPAL AND OID: In return for a loan that STSN received in the amount of $50,000 and an OID (OriginalInterest Discount) of 10% in the in direct funds (the"principal") amount of $5,000 (the"OID"). STSN promises to pay the principalplus the OID for a total of $55,000. PAYMENTS: No cash Payment will be due until the MaturityDate o f this note, whereby the entire amount o f princ*al and OID will be due and payable. IT IS AGREED AND UNDERSTOOD THAT STSN WILL HAVE THE RIGHT TO PREPAY ANY PRINCIPAL AND/OR INTEREST WITHOUT ANY PENALTY OR CHARGE AT ANY TIME DURING THE TERM OF THIS PROMISSORY NOTE WITH A 45-DAY WRITTEN NOTICE OF PAYMENT. DURING THE NOTICE PERIOD, THE NOTEHOLDER RETAINS THE RIGHT TO CONVERT. MATURITY DATE: This note will be due and payable on the date that is twelve months from the execution and funding of this note. DEFAULT: In the event of STSN's failure to pay off all principaland OID due under the Note within 10 (ten) business days after the Maturity Date and in addition to other remedies available under law, the Lender shall be entitled to all costs of collection,includingreasonable attorney fees and costs. CONVERTIBLE FEATURE: At any time that this note is outstanding,at the optionof the Noteholder, the total ofthis note plus OID may be converted at a fixed conversion priceof $0.01 per share. APPLICABLE LAW: This Note will be governed by the Laws ofthe State of Florida and the County of Broward. ASSIGNMENT: The Lender may transfer their rightsunder this Note to others. If such a transfer takes place, Nutra will to the new noteholder(s). have the same obligations NOTICES ARE NECESSARY: The Lender is requiredto advise Nutra in writingin the event that the terms of this Note are violated or in the event that the note is sold or transferred. LEGALITY OF THE PARTS: Ifa court finds that any part ofthe Note is invalid,the rest will remain in effect. Dated: August 5,2021 Witnessed: STEMSATP N INTERNATIONAL, INC. NUTRARH?RMA CORPORATION, LIT. .LJ,UHMA. 1 RAY CARTER, CEO / RIE( J. ..1DEiTSDft,cli*GMi &,CEG- EXHIBIT C PROMISSORY NOTE This Promissory Note is made on October 1,2021 BETWEEN the Borrower, STEMSATION INTERNATIONAL, INC. having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as the "STSN", AND NUTRA PHARMA CORPORATION having an address at 1537 NW 65th Avenue, Plantation,FL 33313, referred to as "Lender", AND GUARANTEED BY BORROWER'S PROMISE TO PAY PRINCIPAL AND OID: In return for a loan that STSN received in the amount of $50,000 and an OID (OriginalInterest Discount) of 10% in the in direct funds (the"principal") amount of $5,000 (the"OID"). STSN promises to pay the principalplus the OID for a total of $55,000. PAYMENTS: No cash Payment will be due until the MaturityDate o f this note, whereby the entire amount o f princ*al and OID will be due and payable. IT IS AGREED AND UNDERSTOOD THAT STSN WILL HAVE THE RIGHT TO PREPAY ANY PRINCIPAL AND/OR INTEREST WITHOUT ANY PENALTY OR CHARGE AT ANY TIME DURING THE TERM OF THIS PROMISSORY NOTE WITH A 45-DAY WRITTEN NOTICE OF PAYMENT. DURING THE NOTICE PERIOD, THE NOTEHOLDER RETAINS THE RIGHT TO CONVERT. MATURITY DATE: This note will be due and payable on the date that is twelve months from the execution and funding of this note. DEFAULT: In the event of STSN's failure to pay off all principaland OID due under the Note within 10 (ten) business days after the Maturity Date and in addition to other remedies available under law, the Lender shall be entitled to all costs of collection,includingreasonable attorney fees and costs. CONVERTIBLE FEATURE: At any time that this note is outstanding,at the optionof the Noteholder, the total ofthis note plus OID may be converted at a fixed conversion priceof $0.01 per share. APPLICABLE LAW: This Note will be governed by the Laws ofthe State of Florida and the County of Broward. ASSIGNMENT: The Lender may transfer their rightsunder this Note to others. If such a transfer takes place, Nutra will to the new noteholder(s). have the same obligations NOTICES ARE NECESSARY: The Lender is requiredto advise Nutra in writingin the event that the terms of this Note are violated or in the event that the note is sold or transferred. LEGALITY OF THE PARTS: Ifa court finds that any part ofthe Note is invalid,the rest will remain in effect. Dated: October 1,2021 Witnessed: STEMSATP N INTERNATIONAL, INC. NUTRARH?RMA CORPORATION, LIT. .LJ,UHMA. 1 RAY CARTER, CEO / RIE( J. ..1DEiTSDft,cli*GMi &,CEG- EXHIBIT D PROMISSORY NOTE This Promissory Note is made on November 10,2021 BETWEEN the Borrower, STEMSATION INTERNATIONAL, INC. having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as the "STSN", AND NUTRA PHARMA CORPORATION having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as "Lender", AND GUARANTEED BY BORROWER'S PROMISE TO PAY PRINCIPAL AND OID: STSN received in the In return for a loan that amount of $4,000 in direct funds (the"principal") and an OID (OriginalInterest Discount) of 10% in the amount of $400 (the"OID"). STSN promises to pay the principal plus the OID for a total of $4,400. PAYMENTS: No cash Payment will be due until the MaturityDate o f this note, whereby the entire amount o f princ*al and OID will be due and payable. IT IS AGREED AND UNDERSTOOD THAT STSN WILL HAVE THE RIGHT TO PREPAY ANY PRINCIPAL AND/OR INTEREST WITHOUT ANY PENALTY OR CHARGE AT ANY TIME DURING THE TERM OF THIS PROMISSORY NOTE WITH A 45-DAY WRITTEN NOTICE OF PAYMENT. DURING THE NOTICE PERIOD, THE NOTEHOLDER RETAINS THE RIGHT TO CONVERT. MATURITY DATE: This note will be due and payable on the date that is twelve months from the execution and funding of this note. DEFAULT: In the event of STSN's failure to pay off all principaland OID due under the Note within 10 (ten) business days after the Maturity Date and in addition to other remedies available under law, the Lender shall be includingreasonable attorney fees and costs. entitled to all costs of collection, CONVERTIBLE FEATURE: At any time that this note is outstanding,at the option of the Noteholder, the total ofthis note plus OID may be converted at a fixed conversion priceof $0.01 per share. APPLICABLE LAW: This Note will be governed by the Laws ofthe State of Florida and the County of Broward. ASSIGNMENT: The Lender may transfer their rightsunder this Note to others. If such a transfer takes place, Nutra will have the same obligationsto the new noteholder(s). NOTICES ARE NECESSARY: The Lender is requiredto advise Nutra in writingin the event that the terms of this Note are violated or in the event that the note is sold or transferred. LEGALITY OF THE PARTS: Ifa court finds that any part ofthe Note is invalid,the rest will remain in effect. Dated: November 10,2021 Witnessed: STEMSATP N INTERNATIONAL, INC. 05 NUTRANHARMA,COR?)RAM, RAY CART?, CEO l /U:1EJJWL IDKJL RWJ. DEiTS#1.Ch?biii?-&. EXHIBIT E PROMISSORY NOTE This Promissory Note is made on March 29,2022 BETWEEN the Borrower, STEMSATION INTERNATIONAL, INC. having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as the "STSN", AND NUTRA PHARMA CORPORATION having an address at 1537 NW 65thAvenue, Plantation,FL 33313, referred to as "Lender", AND GUARANTEED BY BORROWER'S PROMISE TO PAY PRINCIPAL AND OID: STSN received in the In return for a loan that amount of $4,000 in direct funds (the"principal") and an OID (OriginalInterest Discount) of 10% in the amount of $400 (the"OID"). STSN promises to pay the principal plus the OID for a total of $4,400. PAYMENTS: No cash Payment will be due until the MaturityDate o f this note, whereby the entire amount o f princ*al and OID will be due and payable. IT IS AGREED AND UNDERSTOOD THAT STSN WILL HAVE THE RIGHT TO PREPAY ANY PRINCIPAL AND/OR INTEREST WITHOUT ANY PENALTY OR CHARGE AT ANY TIME DURING THE TERM OF THIS PROMISSORY NOTE WITH A 45-DAY WRITTEN NOTICE OF PAYMENT. DURING THE NOTICE PERIOD, THE NOTEHOLDER RETAINS THE RIGHT TO CONVERT. MATURITY DATE: This note will be due and payable on the date that is twelve months from the execution and funding of this note. DEFAULT: In the event of STSN's failure to pay off all principaland OID due under the Note within 10 (ten) business days after the Maturity Date and in addition to other remedies available under law, the Lender shall be includingreasonable attorney fees and costs. entitled to all costs of collection, CONVERTIBLE FEATURE: At any time that this note is outstanding,at the option of the Noteholder, the total ofthis note plus OID may be converted at a fixed conversion priceof $0.01 per share. APPLICABLE LAW: This Note will be governed by the Laws ofthe State of Florida and the County of Broward. ASSIGNMENT: The Lender may transfer their rightsunder this Note to others. If such a transfer takes place, Nutra will have the same obligationsto the new noteholder(s). NOTICES ARE NECESSARY: The Lender is requiredto advise Nutra in writingin the event that the terms of this Note are violated or in the event that the note is sold or transferred. LEGALITY OF THE PARTS: Ifa court finds that any part ofthe Note is invalid,the rest will remain in effect. Dated: March 29,2022 Witnessed: STEMSATP N INTERNATIONAL, INC. 05 NUTRANHARMA,COR?)RAM, RAY CART?, CEO l /U:1EJJWL IDKJL RWJ. DEiTS#1.Ch?biii?-&.