Common use of SELLING SHAREHOLDERS Clause in Contracts

SELLING SHAREHOLDERS. The common shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms of the Purchase Agreement. For additional information regarding the issuances of those common shares, see “Equity Purchase Agreement” above. We are registering the common shares in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securities, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the common shares by each of the selling shareholders. The second column lists the number of common shares beneficially owned by each selling shareholder, based on its ownership of the common shares, as of ________, 2024, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercise. The third column lists the common shares being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of common shares issuable upon conversion of Series A Convertible Preferred Stock, determined as if the outstanding Series A Convertible Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; and (ii) the maximum number of common shares issuable upon exercise of the warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Series A Convertible Preferred Stock or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrants, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] of our then outstanding common stock following such conversion/exercise, excluding for purposes of such determination common shares issuable upon conversion/exercise of the Series A Convertible Preferred Stock and warrants which have not been converted/exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Mangoceuticals, Inc. (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those shareholders or issuable upon exercise of warrants previously issued to the selling shareholders, pursuant to the terms of the Purchase Agreement. For additional information regarding the issuances of those shares of common sharesstock, see “Equity Purchase AgreementPrivate Placement of Warrants” above. We are registering the common shares in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the Company’s securities, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the common shares Common Stock by each of the selling shareholders. The second column lists the total number of common shares of Common Stock beneficially owned by each selling shareholder, based on its ownership of the common sharesCommon Stock, as of ________, 2024, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercise2025. The third column lists the common shares Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of common shares issuable upon conversion of Series A Convertible Preferred Stock, determined as if Common Stock issued to the outstanding Series A Convertible Preferred Stock were converted selling shareholders in full as the “Private Placement of the trading day immediately preceding the date this registration statement was initially filed with the SEC; Warrants” described above and (ii) the maximum number of common shares of Common Stock issuable upon exercise of the warrantsrelated Pre-Funded Warrants and Warrants, determined as if the outstanding warrants Pre-Funded Warrants and Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SECCommission, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Series A Convertible Preferred Stock or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock Pre-Funded Warrants, Warrants and warrantsother warrants held by selling shareholders, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the any such warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% [or at the option of the holder, 9.99%] , as applicable, of our then outstanding common stock Common Stock following such conversion/exercise, excluding for purposes of such determination common shares Common Stock issuable upon conversion/exercise of the Series A Convertible Preferred Stock and such warrants which have not been converted/exercised. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Mangoceuticals, Inc. (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms of the Purchase Agreement. For additional information regarding the issuances of those common shares, see “Equity Purchase Agreement” above. We are registering the common shares in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securities, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the common shares by each of the selling shareholders. The second column lists the number of common shares beneficially owned by each selling shareholder, based on its ownership of the common shares, as of ________, 20242025, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercise. The third column lists the common shares being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of common shares issuable upon conversion of Series A Convertible Preferred Stock, determined as if the outstanding Series A Convertible Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; and (ii) the maximum number of common shares issuable upon exercise of the warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Series A Convertible Preferred Stock or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrants, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] of our then outstanding common stock following such conversion/exercise, excluding for purposes of such determination common shares issuable upon conversion/exercise of the Series A Convertible Preferred Stock and warrants which have not been converted/exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of MangoceuticalsBROOQLY Inc. (dba Dynamic Aerospace Systems), Inc. a Nevada corporation (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common ordinary shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms upon conversion of the Purchase Agreementnotes. For additional information regarding the issuances of those common sharesordinary shares and notes, see “Equity Purchase AgreementPrivate Placement of Ordinary Shares and Notes” above. We are registering the common ordinary shares in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesordinary shares and the notes, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the common ordinary shares by each of the selling shareholders. The second column lists the number of common ordinary shares beneficially owned by each selling shareholder, based on its ownership of the common sharesordinary shares and notes, as of ________, 20242025, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants notes held by the selling shareholders on that date, without regard to any limitations on exerciseconversion. The third column lists the common ordinary shares being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of common ordinary shares issuable upon conversion issued to the selling shareholders in the “Private Placement of Series A Convertible Preferred Stock, determined as if the outstanding Series A Convertible Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; Ordinary Shares and Notes” described above and (ii) the maximum number of common ordinary shares issuable upon exercise conversion of the warrantsnotes, determined as if the outstanding warrants notes were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise conversion of the Series A Convertible Preferred Stock or warrantsnotes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrantsnotes, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants notes to the extent such exercise conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares of common stock which would exceed 4.999.99% [or at the option of the holder, 9.99%] of our then outstanding common stock ordinary shares following such conversion/exercise, excluding for purposes of such determination shares of common shares stock issuable upon conversion/exercise conversion of the Series A Convertible Preferred Stock and warrants such notes which have not been converted/exercised. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock ordinary shares (the “Registrable Securities”) of MangoceuticalsNVNI Group Limited, Inc. Cayman Islands company (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms of the Purchase Agreement. For additional information regarding the issuances of those common shares, see “Equity Purchase Agreement” above. We are registering the common shares of Common Stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesSecurities, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the common shares of Common Stock by each of the selling shareholders. The second column lists the number of common shares of Common Stock beneficially owned by each selling shareholder, based on its ownership of the common sharesshares of Common Stock, as of ________, 2024, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercise2023. The third column lists the common shares of Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of common shares issuable upon conversion of Series A Convertible Preferred Stock, determined as if Common Stock issued to the outstanding Series A Convertible Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; selling shareholders and (ii) the maximum number of common shares of Common Stock issuable upon exercise of under the warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SECNotes, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Series A Convertible Preferred Stock or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrants, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] of our then outstanding common stock following such conversion/exercise, excluding for purposes of such determination common shares issuable upon conversion/exercise of the Series A Convertible Preferred Stock and warrants which have not been converted/exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Mangoceuticals, Resonate Blends Inc. (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common shares stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms upon conversion of the Purchase Agreementdebentures. For additional information regarding the issuances of those shares of common sharesstock and debentures, see “Equity Purchase AgreementPrivate Placement of Shares of Common Stock and Debentures” above. We are registering the shares of common shares stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesshares of common stock and the debentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common shares stock by each of the selling shareholders. The second column lists the number of shares of common shares stock beneficially owned by each selling shareholder, based on its ownership of the shares of common sharesstock and debentures, as of ________, 2024, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants debentures held by the selling shareholders on that date, without regard to any limitations on exerciseconversion. The third column lists the shares of common shares stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common shares issuable upon conversion stock issued to the selling shareholders in the “Private Placement of Series A Convertible Preferred Stock, determined as if the outstanding Series A Convertible Preferred Shares of Common Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; and Debentures” described above and (ii) the maximum number of shares of common shares stock issuable upon exercise conversion of the warrantsdebentures, determined as if the outstanding warrants debentures were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise conversion of the Series A Convertible Preferred Stock or warrantsdebentures. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrantsdebentures, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants debentures to the extent such exercise conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] of our then outstanding common stock following such conversion/exercise, excluding for purposes of such determination shares of common shares stock issuable upon conversion/exercise conversion of the Series A Convertible Preferred Stock and warrants such debentures which have not been converted/exercised. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of MangoceuticalsBionano Genomics, Inc. Inc., a Delaware corporation (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common shares stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms shareholders upon conversion of the Purchase Agreementnotes and exercise of the warrants. For additional information regarding the issuances of those shares of common sharesstock and warrants, see “Equity Purchase AgreementPrivate Placement of Notes and Warrants” above. We are registering the shares of common shares stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesnotes and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common shares stock by each of the selling shareholders. The second column lists the number of shares of common shares stock beneficially owned by each selling shareholder, based on its ownership of the common sharesnotes and warrants, as of ________, 20242021, assuming the conversion of all Series A Convertible Preferred Stock the notes and the exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exerciseconversions and exercises. The third column lists the shares of common shares stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common shares stock issuable upon conversion of Series A Convertible Preferred Stockthe notes and exercise of the warrants issued to the selling shareholders in the “Private Placement of Notes and Warrants” described above, determined as if the outstanding Series A Convertible Preferred Stock notes and warrants were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; and (ii) the maximum number of common shares issuable upon exercise of the warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Series A Convertible Preferred Stock or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock notes and warrantsthe warrants held by selling shareholders, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or any such notes or exercise the any such warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] , as applicable, of our then outstanding common stock following such conversion/conversion or exercise, excluding for purposes of such determination shares of common shares stock issuable upon conversion/conversion of such notes and exercise of the Series A Convertible Preferred Stock and such warrants which have not been converted/exercised. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of MangoceuticalsEsports Entertainment Group, Inc. Inc., a Nevada corporation (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common shares stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms shareholders upon conversion of the Purchase Agreementpreferred stock. For additional information regarding the issuances of those shares of common sharesstock, see “Equity Purchase AgreementPrivate Placement of Preferred Shares” above. We are registering the shares of common shares stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesshares of preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common shares stock by each of the selling shareholders. The second column lists the number of shares of common shares stock beneficially owned by each selling shareholder, based on its ownership of the shares of common sharesstock, as of ________, 20242019, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants preferred shares held by the selling shareholders on that date, without regard to any limitations on exerciseconversion. The third column lists the shares of common shares stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common shares stock issuable upon conversion of Series A Convertible Preferred Stockthe related preferred stock, determined as if the outstanding Series A Convertible Preferred Stock preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; and (ii) the maximum number of common shares issuable upon exercise of the warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise conversion of the Series A Convertible Preferred Stock or warrantspreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrantspreferred stock, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants preferred stock to the extent such exercise conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] 4.99]% of our then outstanding common stock following such conversion/exercise, excluding for purposes of such determination shares of common shares stock issuable upon conversion/exercise conversion of the Series A Convertible Preferred Stock and warrants preferred stock which have not been converted/exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of MangoceuticalsTheMaven, Inc. Inc., a Delaware corporation (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common shares stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms upon conversion of the Purchase Agreementdebentures. For additional information regarding the issuances of those common shares, shares of debentures see “Equity Purchase AgreementPrivate Placement of Debentures” above. We are registering the shares of common shares stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesdebentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common shares stock by each of the selling shareholders. The second column lists the number of shares of common shares stock beneficially owned by each selling shareholder, based on its ownership of the shares of common sharesstock, as of ______October __, 20242022, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants debentures held by the selling shareholders on that date, without regard to any limitations on exerciseconversions or exercises. The third column lists the shares of common shares stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common shares issuable upon conversion stock issued to the selling shareholders in the “Private Placement of Series A Convertible Preferred Stock, determined as if the outstanding Series A Convertible Preferred Stock were converted in full as Shares of the trading day immediately preceding the date this registration statement was initially filed with the SEC; Debentures” described above and (ii) the maximum number of shares of common shares stock issuable upon exercise conversion of the warrantsdebentures, determined as if the outstanding warrants debentures were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise conversion of the Series A Convertible Preferred Stock or warrantsdebentures. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrantsdebentures, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants debentures to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] , as applicable, of our then outstanding common stock following such conversion/conversion or exercise, excluding for purposes of such determination shares of common shares stock issuable upon conversion/exercise conversion of the Series A Convertible Preferred Stock and warrants which have not been converted/exercisedsuch debentures. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of MangoceuticalsCreatd, Inc. Inc., a Nevada corporation (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common shares stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to upon the terms conversion of the Purchase AgreementDebentures and the exercise of the warrants. For additional information regarding the issuances of those shares of common sharesstock, the Debentures and warrants, see “Equity Purchase AgreementPrivate Placement of Shares Underlying Debentures and Warrants” above. We are registering the shares of common shares stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesshares of common stock or other capital stock of the Company, the Debentures and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common shares stock by each of the selling shareholders. The second column lists the number of shares of common shares stock beneficially owned by each selling shareholder, based on its ownership of the shares of common sharesstock and warrants, as of ________, 20242023, assuming the conversion of all Series A Convertible Preferred Stock the Debentures and the exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exerciseconversion of the Debentures or exercise of the warrants. The third column lists the shares of common shares stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common shares issuable upon conversion stock issued to the selling shareholders in the “Private Placement of Series A Convertible Preferred Stock, determined as if the outstanding Series A Convertible Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; Shares Underlying Debentures and Warrants” described above and (ii) the maximum number of shares of common shares stock issuable upon conversion of the Debentures and exercise of the related warrants, determined as if the outstanding Debentures were converted in full and the warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Debentures or exercise of the Series A Convertible Preferred Stock or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock Debentures and warrants, a selling shareholder may not convert the Series A Convertible Preferred Stock or exercise, as applicable, Debentures and/or exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] , as applicable, of our then outstanding common stock following such conversion/conversion or exercise, excluding for purposes of such determination shares of common shares stock issuable upon conversion/exercise of the Series A Convertible Preferred Stock and such warrants which have not been converted/exercised. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of MangoceuticalsNovaBay Pharmaceuticals, Inc. Inc., a Delaware corporation (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The Class A common shares stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to shareholders upon the selling shareholders, pursuant to the terms conversion of the Purchase Agreementdebentures and/or the exercise of the warrants. For additional information regarding the issuances of those common sharesdebentures and warrants, see “Equity Purchase Agreement” "Private Placement of Debentures and Warrants" above. We are registering the shares of Class A common shares stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesdebentures and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of Class A common shares stock by each of the selling shareholders. The second column lists the number of shares of Class A common shares stock beneficially owned by each selling shareholder, based on its ownership of the common sharesdebentures and warrants, as of ________, 20242017, assuming the conversion of all Series A Convertible Preferred Stock the debentures and the exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exerciseconversion or exercises. The third column lists the shares of Class A common shares stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common shares issuable stock issued to the selling shareholders upon the conversion of Series A Convertible Preferred Stock, determined as if the outstanding Series A Convertible Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; debentures and (ii) the maximum number of shares of common shares stock issuable upon exercise of the related warrants, determined as if the outstanding debentures and warrants were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the conversion of the debentures and/or the exercise of the Series A Convertible Preferred Stock or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock each of the debentures and the warrants, a selling shareholder may not convert the Series A Convertible Preferred Stock debentures and/or exercise the warrants to the extent such conversion and/or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Class A common stock which would exceed 4.99% [or at the option of the holder, 9.99%] of our then outstanding Class A common stock following such conversion/conversion or exercise, excluding for purposes of such determination shares of Class A common shares stock issuable upon conversion/conversion of the debentures and/or the exercise of the Series A Convertible Preferred Stock and warrants which have not been converted/converted or exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of Class A common stock (the “Registrable Securities”) of MangoceuticalsSocial Reality, Inc. Inc., a Delaware corporation (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The shares of common shares stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, shareholders pursuant to the terms of the Purchase Agreementconvertible notes and upon exercise of the warrants. For additional information regarding the issuances issuance of those common sharesconvertible notes and warrants, see “Equity Purchase Agreement” "Private Placement of Convertible Notes and Warrants" above. We are registering the shares of common shares stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesconvertible notes and the warrants issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common shares stock by each of the selling shareholders. The second column lists the number of shares of common shares stock beneficially owned by each selling shareholder, based on its ownership of the common sharesconvertible notes and warrants, as of ________, 20242015, assuming the conversion of all Series A Convertible Preferred Stock convertible notes and the exercise of the all warrants held by the selling shareholders on that date, without regard to any limitations on conversion, amortization, redemption or exercise. The third column lists the shares of common shares stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least the sum of (i) 25,000,000 shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the maximum number of common shares date hereof) issued and issuable upon conversion of Series A Convertible Preferred Stock, determined as if pursuant to the outstanding Series A Convertible Preferred Stock were converted in full convertible notes as of the trading day Trading Day immediately preceding the date this the registration statement was initially filed with the SEC; and (ii) the maximum number of common shares issuable upon exercise of the warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was is initially filed with the SEC, each and (ii) 130% of the maximum number of shares of common stock issued and issuable upon exercise of the related warrants as of the trading day Trading Day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on statement is initially filed with the SEC. Because the conversion price of the convertible notes and the exercise price of the Series A Convertible Preferred Stock warrants may be adjusted, the number of shares that will actually be issued may be more or warrantsless than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock convertible notes and the warrants, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or convertible notes or exercise the warrants to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] of our then outstanding shares of common stock following such conversion/conversion or exercise, excluding for purposes of such determination shares of common shares stock issuable upon conversion/conversion of the convertible notes which have not been converted and upon exercise of the Series A Convertible Preferred Stock and warrants which have not been converted/exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Mangoceuticals, Inc. (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus."

SELLING SHAREHOLDERS. The common shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms upon exercise of the Purchase Agreementwarrants. For additional information regarding the issuances of those common sharesshares of Common Stock, see “Equity Purchase AgreementPrivate Placement” above. We are registering the common shares of Common Stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesshares of common stock and warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of the shares of common shares stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common shares stock beneficially owned by each selling shareholderstockholder, based on its ownership of the shares of common sharesstock and warrants, as of ________, 20242022, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants held by the selling shareholders stockholder on that date, without regard to any limitations on exercise. The third column lists the common shares of Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders, this prospectus generally covers the resale of the sum of (i) sum of the maximum number of shares of common shares issuable upon conversion stock issued to the selling stockholders in the “Private Placement of Series A Convertible Preferred Stock, determined as if the outstanding Series A Convertible Preferred Shares of Common Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; and Warrants” described above and (ii) the maximum number of shares of common shares stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Series A Convertible Preferred Stock or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrants, a selling shareholder stockholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants to the extent such exercise would cause such selling shareholderstockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] , of our then outstanding common stock following such conversion/exercise, excluding for purposes of such determination shares of common shares stock issuable upon conversion/exercise of the Series A Convertible Preferred Stock and such warrants which have not been converted/exercised. The number of shares in the second column does and fourth columns do not reflect this limitation. The selling shareholders stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of MangoceuticalsShiftPixy, Inc. (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common shares stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms shareholders upon conversion of the Purchase Agreementdebentures. For additional information regarding the issuances of those shares of common sharesstock and warrants, see “Equity Purchase AgreementPrivate Placement of Debentures” above. We are registering the shares of common shares stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesshares of common stock issuable upon conversion of the debentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common shares stock by each of the selling shareholders. The second column lists the number of shares of common shares stock beneficially owned by each selling shareholder, based on its ownership of the shares of common sharesstock and warrants, as of ________, 20242018, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants debentures held by the selling shareholders on that date, without regard to any limitations on exerciseconversions. The third column lists the shares of common shares stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common shares issuable upon conversion stock issued to the selling shareholders in the “Private Placement of Series A Convertible Preferred Stock, determined as if the outstanding Series A Convertible Preferred Stock were converted in full as Shares of the trading day immediately preceding the date this registration statement was initially filed with the SEC; Debentures” described above and (ii) the maximum number of shares of common shares stock issuable upon exercise conversion of the warrantsdebentures, determined as if the outstanding warrants debentures were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Series A Convertible Preferred Stock or warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrantsdebentures, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] % of our then outstanding common stock following such conversion/exercise, excluding for purposes of such determination shares of common shares stock issuable upon conversion/exercise of the Series A Convertible Preferred Stock and warrants which have not been converted/exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of MangoceuticalsiCAD, Inc. Inc., a Delaware corporation (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING SHAREHOLDERS. The common shares stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, pursuant to the terms upon conversion of the Purchase AgreementDebentures. For additional information regarding the issuances of those common sharesthe Debentures, see “Equity Purchase AgreementPrivate Placement of Debentures” above. We are registering the shares of common shares stock in order to permit the selling shareholders to offer the shares for resale or other disposition from time to time. Except for the ownership of the securitiesDebentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common shares stock by each of the selling shareholders. The second column lists the number of shares of common shares stock beneficially owned by each selling shareholder, based on its ownership of the common sharesDebentures, as of ________, 20242016, assuming the conversion of all Series A Convertible Preferred Stock and the exercise of the warrants Debentures held by the selling shareholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common shares stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the maximum number of shares of common shares stock issuable upon conversion of Series A Convertible Preferred Stockthe Debentures, determined as if the outstanding Series A Convertible Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC; and (ii) the maximum number of common shares issuable upon exercise of the warrants, determined as if the outstanding warrants Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise conversion of the Series A Convertible Preferred Stock or warrantsDebentures. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Series A Convertible Preferred Stock and warrantsDebentures, a selling shareholder may not convert the Series A Convertible Preferred Stock and/or exercise the warrants Debentures to the extent such exercise conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% [or at the option of the holder, 9.99%] of our then outstanding common stock following such conversion/exercise, excluding for purposes of such determination shares of common shares stock issuable upon conversion/exercise conversion of the Series A Convertible Preferred Stock and warrants Debentures which have not been converted/exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of MangoceuticalsSpiral Toys, Inc. Inc., a Nevada corporation (the “Company”), a Texas corporation, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.