Exhibit 10.1

LIMITLESS X HOLDINGS INC.

Memorandum of Understanding

The following memorandum of understanding provides for an accord and settlement between Limitless X Holdings, Inc. and Jaspreet Mathur to clarify and settle benefits promised in the past as related to the employment offer letter previously entered by and between these parties, with no impact on or affect to other obligations or rights provided in the offer letter or other agreements between the parties including other issuances of stock prior to or following the execution hereof.

Dated: April 8, 2026 (“Effective Date”)

WHEREAS, LIMITLESS X HOLDINGS INC., a Delaware corporation is a publicly traded company and the owner of Limitless X Inc. a company started October 1, 2021 (collectively, “Limitless”);

WHEREAS, JASPREET MATHUR (“Mathur”) provided services for the benefit of Limitless from its inception in 2021 through the present date pursuant to an Offer Letter for Mathur to act as CEO and Chairman of the Board of Directors (“the Offer Letter”) (Mathur and Limitless are collectively referred to as “the Parties”);

WHEREAS, Limitless by and through its management team and initial directors made certain promises to Mathur of as part of Mathur’s role with Limitless and his efforts to grow the business, with certain milestones justifying issuance of additional common or preferred stock specifically designed to reward Mathur’s accomplishment and/ or incentivize further efforts;

WHEREAS, Mathur asserts that he has performed and continues to perform all promised milestones, including but not limited to entering a-list athlete contracts and funding all professionals required for public market reporting, which he claims justifies the bonus stock issuance promised to him in or around October 2021 and following the execution of the initial Offer Letter on an ongoing basis; and

WHEREAS, the Parties have mutually agreed to settle any and all obligations between themselves as to the amount of the bonuses/incentives owed to Mathur for his efforts, and the form of the stock issuance in order to resolve this issue, pursuant to the terms herein.

NOW THEREFORE, the parties hereby agree to the terms of this binding Memorandum of Understanding to serve as full compensation for all bonus payments which are or may be owed to Mathur as part of the Offer Letter and as promised to him to acquire celebrity contracts.

The stock will be subject to all terms and conditions and restrictions as set forth in the Certificate of Designation of Class B Convertible Preferred Stock and all Certificate of Amendments thereto, and will be subject to all restrictions on transfer under the Securities Act.

This Agreement will be considered to have been executed and delivered, and to be performed in the State of Delaware for all purposes including jurisdiction and venue of any proceedings to enforce the Agreement. Each Party waives any argument based on forum non conveniens or similar provisions of law relating to the place of trial. This Note shall be interpreted under Delaware law.

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

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

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

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written as the Effective Date.