Note: The document(s) containing the information
specified in this Part I will be sent or given to employees (or consultants as the case may be) as specified by Rule 428(b)(1).
Such documents need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated by reference in the registration statement in
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
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Item 1.
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Plan Information.
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(a)
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General Plan Information
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NuLife Sciences, Inc., (hereafter, the “Registrant”
or the “Company”) has adopted its 2017 Equity Incentive Plan (hereinafter referred to as the “Plan”), the
nature and purpose of which is to compensate the Company’s officers, directors, employees, and consultants (hereafter, collectively,
“Participants” or individually a “Participants”) for services rendered to the Company and to generate an
increased incentive to contribute to the progress of the Company. The Plan is attached as an exhibit to the Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2017, and provides for the issuance
of an aggregate of 7,000,000 shares of the Registrant’s common stock in connection with common stock purchase options granted
under the Plan, or outright grants of common stock under the Plan (grants of common stock purchase options or shares of common
stock are hereafter generically referred to as “Awards.” Awards under the Plan may be made at any time up until August
11, 2022 (the “Plan Expiration Date”).
The Company’s Board of Directors (hereafter,
“Board” or the “Administrator”) is the administrator of the Plan. Members of the Board serve for one-year
terms or until such time as they resign, are unable to perform their duties as directors, or are dismissed by the shareholders.
The Board may amend the Plan at any time and may also amend any Award granted thereunder without the consent of the Participant
in receipt of such Award, unless any such amendment would have a material adverse effect in respect to the Award so granted.
The Plan is not subject to any of the provisions
of the Employee Retirement Income Security Act of 1974.
The name, address, and telephone number of the
Registrant are as set forth on the facing page of this Registration Statement. Additional information about the Plan may be obtained
from the Registrant by any Participant.
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(b)
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Securities to be Offered
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The Registrant intends to issue shares of its
common stock, par value $0.001 per share, the amounts of which are set forth above in subsection (a) of this Item 1.
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(c)
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Employees
Who May Participate in the Plans
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Any Employee, including any officer or employee-director
of the Company or of any affiliate, and any consultant of, or other individual providing services to, the Company or any affiliate
shall be eligible to be designated a Participant in the Plan.
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(d)
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Purchase of Securities Pursuant to the Plans and Payment for Securities Offered
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(1)
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The Participants may be issued common stock purchase options or grants of common stock for services rendered to the Registrant.
The number of shares of common stock (whether as common stock purchase options or grants of common stock) underlying any Award
under the Plan shall be set by the Administrator. The aggregate number of shares of common stock underlying all Awards granted
under the Plan shall not exceed the amount set forth in Item 1(a). Awards may be granted under the Plan until the Plan Expiration
Date.
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(2)
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Payment for the securities constituting an Award consists of services rendered to the Registrant. In the case of common stock
purchase options, payment of the exercise price of any such options shall be made in cash unless otherwise determined by the Administrator.
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(3)
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No contributions are required by a Participant under the Plan.
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(4)
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No contributions by the Registrant other than the issuance of Awards is applicable.
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(5)
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Reports to the Participant as to the amount and status of the Participant’s account under the Plan will not be made.
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(6)
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The Awards issued pursuant to the Plan will consist of (i) newly-issued shares of the Registrant, or (ii) options to acquire
newly-issued shares of the Registrant.
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Awards of common stock purchase options may
not be resold until the same are exercised pursuant to the terms of such Award, following which no resale restrictions shall apply.
There are no resale restrictions in respect of Awards constituting shares of common stock.
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(f)
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Tax Effects on Plan Participation
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The Plan is not qualified under Section 401(a)
of the Internal Revenue Code. To the extent a Participant receives an Award of common stock purchase options with an exercise price
below the fair value of the underlying common stock, such Participant may recognize ordinary income with respect to the difference
between the exercise price and fair value. To the extent that a Participant receives an Award of common stock, the Participant
will recognize ordinary income equal to the aggregate fair market value of the shares issued to the Participant as of the date
of issuance.
Not applicable.
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(h)
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Withdrawal from Plan; Assignment of Interest
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(1)
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Withdrawal from Plan- Not applicable.
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(2)
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Assignment: Except by the laws of descent and distribution, a Participant may not assign his interests in the Plan without
the written consent of the Company.
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(i)
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Forfeitures and Penalties
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The termination of a Participant’s directorship,
employment, consulting relationship may result in the forfeiture of any unvested portion of an Award granted under the Plan. Moreover,
any Award of common stock purchase options must be exercised within six months of the cessation of a Participant’s directorship,
employment, or consulting relationship with the Company, as applicable. In the case of a Participant’s death, such exercise
period is extended an additional six months. In the case of a Participant’s termination or removal for “cause”
as defined in the Plan, any unvested portion of an Award of common stock purchase options or other securities shall be immediately
forfeited to the Company.
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(j)
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Charges and Deductions, and Liens Therefor
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There are no charges or deductions that may
be made against the Participant’s interest in the Plan.
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Item 2.
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Registration Information and Employee Plan Annual
Information.
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Registrant shall provide to the Participant,
without charge, upon oral or written request, the documents incorporated by reference in Item 3 of Part II of this Registration
Statement. The Registrant shall also provide to the Participant, without charge, upon oral or written request, all of the documents
required to be delivered to the Participant pursuant to Rule 428(b). Any and all such requests shall be directed to the Registrant
at the address set forth on the cover page hereof. Its telephone number is (949) 973-0684.